In the dead of night outside of a bank, two men moved out of the back and pulled back a manhole cover and dropped down in the sewers. The two men, revealing themselves to be Flint Marko and Alexi Syscevich, rounded a corner gripping the bags of money in their hands.

"I gotta hand it to you Alexi," Flint commended. "This was a hell of a score."

"What I tells you, heh?" Alexi replied. "We in and out. No fuss, no mass."

"No fuss for sure." Flint agreed. "No cops or Spider-Man down here to cramp out style."

"Didn't know you had any style." a voice taunted.

The two thugs turned to see Spider-Man lowering himself upside down on a web towards them.

"Hi ya boys." Spidey greeted.

"Spider-Man?!" the two let out.

"How did-?" Flint let out.

"Let's just say, you never know the things you'll find around you while you're waiting for the subway." Spidey remarked, dropping down and webbing Flint to a wall. "Just something to think about, Marko."

"Oh, so now you remember my name." Flint let out, clearly annoyed.

"I make it a point to remember most people, criminal or otherwise." Spidey replied. "If not, they'd probably end up wanting to kill me."

As he spoke, Alexi ran up and tried swinging his bag of loot at Spider-Man, but the webhead dodged and evaded every blow.

"Seriously? Hit me with the loot? That's your best strategy?" Spidey remarked, kicking Alexi in the head and causing him to stumble back. "You have got to get some better moves, Alexi."

Spidey then webbed his hands to a nearby pipe immobilizing him. Alexi struggled to free himself, but to no avail.

"Oh relax, at least I didn't pants you this time." Spidey reassured. "I'm just gonna call the cops so you two can spend some quality time together."

…

Later, the two crooks were hauled away by the police and locked up in a cell.

"I can't believe it!" Marko let out. "Two million easy, and we lose it!"

"All because of Spider." Alexi cursed. "What I wouldn't be giving to have my hands around his tiny throat."

About that time, a set of footsteps could be heard coming down the hallway. The two looked up to see Hammerhead walking up to their cell.

"Evenin boys." He greeted. "Heard you ran into a bit of trouble tonight."

"Who's askin?" Marko asked.

"Just somebody who's taken an interest in your situation." Hammerhead replied. "And who can offer you a chance to get back at the web creep for putting you away.

Both Marko and Alexi perked up at the promises being made to them. They both looked at each other for a moment before turning back to Hammerhead.

"Alright, we're interested." Marko replied.

"Great." Hammerhead replied. "Welcome to the big time."

…

The next morning at the Parker residence, Peter had just finished getting dressed for school, rubbing his arm in slight pain.

Yeah, a little souvenir from my battle with the Vulture. If only that was the only damage from that night. Between ditching Liz at the dance and blowing off Harry for studying, I was not doing so well in keeping friends. Man, how did my life become such a mess.

Once he was comfortable with his limb, he went out of his room and down the stairs towards the door.

"Hold on a minute, Peter." Aunt May called out.

Peter froze in his tracks as he turned towards Aunt May.

"Uh, what's up, Aunt May?" Peter asked. "Kinda on the way to school."

"I know, but there's something we need to discuss." May told him, gesturing to the table in front of her. "Please take a seat."

Peter sat down, still a little confused as to what this was all about.

"I understand that you're getting older, and that with your new job with the Bugle, you've been away from home more." May began. "However, with everything that's been going on, I don't feel safe with you wandering around the city at all hours of the night. That's why I'm establishing a curfew."

"What?!" Peter let out. "But-"

"No buts, Peter." May cut off. "You will be home by 10 o'clock, but if you will be late, you can call me. However, it must be before 10 so I'm not worried.

Peter just sighed in response, seeing he couldn't win this.

"Alright." He relented.
May sighed, taking his hand.

"This isn't a punishment, Peter." she assured. "I'm just worried about you is all. You're all I have left."

"I know." Peter replied, getting up and hugging her.

May returns the hug in kind, holding him tightly.

"Alright, now you better get going." She told him. "Don't want to be late."

Peter grabbed his backpack, then headed out.

…

At Midtown High, Peter walked down the halls towards his locker, his conversation with Aunt May still on his mind.

I understood why she instilled the curfew. Honestly, I was surprised she hadn't enacted one sooner. Still, I knew it was going to impede my Spidey heroics big time. Staying alive fighting bad guys was bad enough, but balancing that with making it home before ten was gonna be… well I wouldn't say impossible, but pretty close to it.

Peter made it to his locker, grabbing the books he needed before closing it. As he did, he saw Harry at his locker, rooting around inside. Taking a breath, he walked towards his best friend.

"Harry." Peter spoke up.

Harry looked over at Peter, his expression unreadable.

"Hey Pete." He greeted.

"Hey. look, about the whole calc test thing," Peter began to plead. "I'm so sorry about that. I made you a promise, and I blew it. I know you probably think I'm a complete jerk."

Harry chuckled slightly.

"Dude, I'm over the calc test." He assured Peter. "Honestly, I could have studied on my own, and I probably should have. I shouldn't have put so much pressure on you."

"So, are we cool?" Peter asked.

"Yeah, we're cool." Harry assured him. "Besides, thanks to you I got to dance with Liz Allen. We're even meeting up for coffee on friday."

"Wow." Peter let out. "That's… great. Let me guess, you bonded over my idiocy?"

"Kinda, yeah." Harry admitted with a shrug.

"Eh, my own fault I guess." Peter admitted.

"Attention, students." a voice over the PA announced. "Coach Smith here with a quick announcement. After the injury of our starting tide end, and the academic suspension of our back up, the Midtown Mustangs will be holding three days of tryouts, starting this afternoon."

"Aw, sweet." Harry let out. "That's just what I need."

"Wait, you're actually going to try out?" Peter questioned.

"Why not?" Harry replied.

"Do the words 'slaughtered' or 'mangled' sound familiar?" Peter answered.

"Come on, cut me a little slack." Harry remarked. "If you're that worried, why not try out with me?"

Yeah, there's a thought. The Amazing Spider-Man, web swinging across the gridiron and scoring the game winning touchdown.

"Thanks, but I'll pass." Peter replied before realizing his choice of words. "Uh, no pun intended."

Harry just snickered.

"No prob, though could you at least come to support me?" He asked. "I'd appreciate it."

Peter thought for a moment, then came to a decision.

"Alright, Harry." Peter agreed. "I'll be there."

"Great!" Harry declared.

…

Meanwhile, Flint Marko was getting set up in a large metal tube. His arms and legs were restrained as Stillwell attached several electrodes to Marko's chest

"So doc," Marko spoke, chuckling a little. "What's all this for?"

"Have you heard of a man by the name of Luke Cage?" Stillwell asked.

"Yeah, sure." Marko replied. "Wait, you makin me like him?"

"A variation on him, yes." Stillwell explained. "The exact process that made Luke Cage the unbreakable man he is today was unfortunately lost. However, my experiment should provide you with a similar durable skin using sillicants implanted beneath the skin on a microscopic level. This will make you impervious to all pain, as well as nigh indestructible… at least in theory."

"In theory?!" Marko let out.

"Relax, Marko." Hammerhead reassured. "The prof here knows what he's doing. Isn't that right, Stillwell?"

"Of course." Stillwell reassured. "I've done the calculations countless times. This should work."

"See?" Hammerhead replied. "Nothin to worry about. Once this is done, nothin and nobody can hurt ya. Including Spider-Man."

Marko couldn't help but smile at the prospect.

…

Back at Midtown, school was just letting out for everyone. As Peter walked out of the building, he overheard Flash talking with Kenny Kong, one of his teammates and friends.

"Hey Kong, did you hear?" Flash informed. "Osborn's trying out."

"Oh man, you kidding?" Kong let out. "Guess it's open season on nerds."

"Oh yeah." Flash remarked as the two walked off.

Peter scowled in response before seeing Harry walk up. He quickly approached his friend, throwing an arm around his neck.

"Harry, changed my mind about trying out." Peter declared. "I've got your back."

"Thanks man." Harry responded. "Glad to know you'll be there. Just try not to get too badly pummeled out there."

"I'll… do my best." Peter remarked. "Just make sure you follow your own advice."

"Got it." Harry replied.

…

Not much later, Peter and Harry were decked out in football gear and lined up with several other students looking to try out.

"Alright, ladies, listen up!" the coach addressed. "I only have room for two of you on the team. One starter, and one back up! Helmet's on, and show me what you got!"

Once the tryouts began, Flash and his friends made sure not to go easy on anyone. When it came to test their catching abilities, Flash threw the ball so hard it knocked nearly everyone to the ground. When it was Peter's turn, he caught the ball, but fake stumbled and fell to the ground. Harry was up next, and caught the ball flawlessly, much to everyone's surprise, especially Liz, Peter, and Gwen, who was watching the tryouts from the bleachers.

The next exercise involved catching the ball and making it to the end zone without being tackled. Harry caught the ball without a hitch and sprinted to the end zone. Kong dove to tackle him, but Harry jumped out of the way, making it to the endzone without a hitch. Peter's turn came, and he managed to catch the ball as well. As he ran towards the end zone, his spider sense started going off, signaling him to Kong's approach. Thinking fast, he leapt over him and made it clear to the endzone. However, Kong managed to grab his ankle and he fell, the ball tumbling out of his hands and making the touchdown void.

…

At the end of tryouts, the coach was going over the results of the day as Flash walked up.

"Looks like we got some real talent out there." He remarked. "That Osborn kid for one. He's certainly giving your friend Kong a run for his money."

"What?" Flash let out. "Come on coach, you've got to be kidding. Osborn's a twig! He'll snap the second someone tackles him!"

"You mean, if someone tackles him." the coach remarked as he walked off.

Flash just gritted his teeth as he looked over and saw Liz and Harry talking.

"Harry, that was incredible!" Liz let out. "I didn't know you could move like that."

"To be honest, neither did I." Harry remarked.

The comment cause Liz to laugh, something she hadn't done since Vulture had been taken down. Even Peter saw this and while he wished things were different with him and Liz, he still couldn't help but smile.

…

Meanwhile, the final adjustments were being made on Marko's experiment.

"Everything ready, Professor?" Osborn asked as he, Stillwell, and Hammerhead took their places in an observation booth,

"As we'll ever be, given the rush job on the lab." Stillwell replied. "It should still get the job done though."

"Then by all means." Osborn told him.

Stillwell then pulled a switch, activating the experiment. The inside of the tube lit up and began spinning around Marko, who was on a stationary platform. He was then hit with streams made of a sand like substance, which seemed to seep through his skin and into his body. The process caused Marko to grunt in pain, followed by full on yelling as parts of his body started breaking down into sand.

"The magnetic field is causing the sillicants to overload!" Stillwell realized. "We have to abort!"

"Not yet!" Norman pressed.

Marko continued screaming as his body kept falling apart. The screams only died out when his face dissolved joining the rest of his body at the bottom of the tube as nothing more than a pile of sand. The tube then stopped spinning as the top opened up, revealing nothing but empty restraints and a pile of sand.

"...what now?" Stillwell asked.

"We sweep up, and we try again." Norman answered.

"Wait," Hammerhead cut off. "What's that?"

The other two looked out and saw the pile of sand start to move. The numerous grains of sand slowly began coming together to form some sort of shape. Ever so slowly, it became a hand, elongating into an arm that grabbed at the glass. As if pushing itself out of the pile, a torso formed, then a featureless head. As sand began falling down the head, a vague semblance of a face began to form.

"Oh my God..." Stillwell let out. "Marko's alive..."

"Not quite the results we were expecting," Norman spoke. "But I think this will do nicely."

Norman hit a switch, turning the tube upside down and letting the sand pour out. As it fell, Marko's form literally began sucking it up, his body solidifying into its original shape. Slowly, color returned to his form, even creating clothes for him.

"Very nicely." Hammerhead remarked.

…

Later, Hammerhead and Marko were in the back of a black car driving through the city. Marko kept turning his hand to sand and back again, still in disbelief of what had happened.

"Aw, man." Marko let out. "Still can't believe this is real."

"Believe it, pal." Hammerhead replied. "There's no telling what you can do with powers like these. You could even get rid of Spider-Man once and for all."

"Yeah…" Marko pondered before snapping out of it. "No, wait a minute. Revenge is for chumps. All I want is a chance at a big score. And with these powers, I can get it."

"You're the chump if you think Spider-Man's gonna let you get your big score." Hammerhead rationalized. "He'll stop you, just like he always does."

"You got a point…" Marko admitted. "If I run into him, I'll deal with him. Until then, this city's gonna be my personal sandbox!"

With that, Marko formed a sand fist and smashed the door to the car off, allowing him to turn into sand and blow down the street.

"You're taking this calmly." Norman remarked from the front seat. "I thought the Kingpin wanted a supervillain he could control."

"Kingpin wanted to keep the bug distracted." Hammerhead corrected. "You really think that mook won't cause a big distraction?"

…

Elsewhere in the city, Spider-Man was swinging through the skyline, rubbing one of his shoulders along the way.

"Man, those guys know how to play rough." Spidey commented. "Would've love nothing more than to go all arachnid on King Kong back there. But if the old Peter Parker couldn't handle football, the new one probably shouldn't either. Besides, the last time I used my powers in sports…"

Before he could contemplate any further, a bank alarm started going off.

"Great, just what I need to test my new curfew." Spidey remarked as he swung towards the disturbance.

As he approached the bank, he was surprised to see what looked like Flint Marko just strolling out with two bags of cash in hand.

"Seriously, Marko?" Spidey remarked, landing in front of him. "We've got to stop meeting like this. People are starting to talk."

"Let em." Marko remakred, dropping the cash. "They can talk about me taking you apart."

"Alright, let's to this the hard way." Spidey replied.

Spider-Man then tried punching Marko in the chest, but to his surprise, his fist went right through it. Spidey was shocked, and became even more so when he tried pulling it out. Marko had tightened the sand in his chest, making it essentially stone-like and leaving Spidey's arm stuck inside.

"You're not the only one with powers this time, bug boy." Marko taunted. "Let's see how you like getting thrashed!"

"Uh oh." Spidey let out.

Marko then formed a massive sand fist and punched Spider-Man, sending him flying into a street lamp and denting it. Marko then ran towards Spider-Man and formed his entire body into a massive fist, sending himself right at him. Spider-Man saw this and quickly shot a web that pulled him out of the way just before the fist hit.

"So, how the hell did this happen?" Spidey asked, landing behind him. "You get bitten by a radioactive beach or did you win superpowers on a quiz show?"

"Wouldn't you like to know." Marko jeered.

"Uh, yeah." Spidey replied. "That's why I asked."

Marko didn't say anything, he just formed his hand into a massive slab and launched it at Spider-Man, knocking him back.

"Looks like your time as top freak is over." Marko jeered. "Goodbye Spider-Man, hello Sandman."

"I'm gonna let that slide since you willingly called yourself a freak." Spidey remarked, shooting webs at Sandman.

The webs seemed to entrap Sandman, but he just morphed into sand form and slipped out of them without a problem.

"Don't you know anything about sand?" Marko taunted. "If there's so much as the tiniest crack, it gets out, and gets everywhere!"

"Man, Anakin Skywalker would hate you." Spidey joked.

Sandman responded by forming two massive fists and grabbing Spidey's head with them. Air quickly started running out for Spider-Man as he fruitlessly punched at the sand hands trying to free himself. Just before the lights started going out, sirens filled the air.

"Aw great." Marko snapped, dropping Spider-Man. "Time to book. Hope you don't mind picking this up later."

Marko then disappeared down a storm drain, leaving a gasping Spidey in front of the wrecked bank. Spider-Man quickly webbed himself up to a rooftop before taking his mask off to get some air and let out the sand. He coughed and sputtered, spitting out sand and gagging.

"Where do all these guys come from?" He asked. "And more importantly, how do I make them go back?"

He then pulled off his shoes, dumping out a fair pile of sand from both.

…

The next day at school, Peter was still feeling the pain from both Football, and his failed bout with Sandman.

Yet again, the worlds of Peter Parker and Spider-Man seemed to be at odds. I couldn't let Sandman continue robbing banks, but I couldn't let Harry down again by bailing on him when he needs me. And no matter which option I chose, I was going to end up getting clobbered and beaten. Parker luck running true to form.

As he walked down the hall, he saw Harry walking towards him.

"Hey Pete." Harry greeted. "You doin alright?"

"Yeah, just had a hard time getting pics last night." Peter replied. "You ready for day two?"

"More than ready." Harry responded. "Thanks for doing this with me, Pete. it really means a lot."

Peter couldn't help but smile in response.

"No problem, man." Peter dismissed. "Just happy to have your back."

I'd been letting the people I care about down too often. It was time to step up for them. Besides, I figured Sandman would still be there after tryouts. Right?

…

Day two of the tryouts resumed, and everyone was at the top of their game. Like yesterday though, Harry seemed to be surpassing everyone, dodging every tackle, catching every ball, and sprinting across the field faster than anyone had ever seen. It was certainly a sight to behold, especially for Liz and Flash, though for different reasons.

Peter on the other hand, seemed to have the hardest time on the field. He seemed to drop every ball tossed to him, and barely made it a few feet across the field before being tackled to the ground.

Believe me, I was sorely tempted to go all arachnobatic on Flash and Kong, but if I did, I might as well have kissed the secret ID goodbye. Besides, I didn't wanna outshine Harry.

…

Meanwhile across town, an armored car was being loaded up with several bags of cash. Once the last one was placed inside, the guard closed up the back and signaled the driver to drive off. As he drove down the street, a large sandstorm came up from behind the truck, quickly approaching it. Once the sandstorm got on top of the truck, it formed into Sandman, who quickly formed his hand into a hammer and used it to smash the top of the truck. The guards inside looked up and saw Sandman standing over them. Before they could fire a shot though, Sandman quickly poured himself inside, his sand form smothering the guards into unconsciousness. Once the guards were out cold, Sandman grabbed them and tossed them out the door before taking the driver's seat and driving off.

...

"Alright," Coach Smith let out. "Right now, I'm looking at Osborn as our first stringer, with Hobie Brown as our back up. Anyone wanna change my mind, you still have tomorrow."

"Unbelievable." Flash commented. "The geeks are inheriting the earth."

"Hey, it's cool man." Hobie insisted. "Osborn played a good game. If he gets the position, he's earned it."

"Pff." Flash let out. "Whatever."

…

After tryouts, Peter walked out of the school as Harry ran up.

"Pete, hey." Harry called out. "You know, I could tell what you were doing out there."

Peter froze up upon hearing that.

"Uh… what do you mean?" Peter replied.

"You taking all those hits out there." Harry responded. "It obviously seemed like you were just taking it."

"Yeah." Peter admitted. "Guess I just didn't want to upstage you. This was your dream, not mine."

"Thanks man." Harry replied.

"Harry!" Liz called out as she ran up to them.

"Hey, Liz." Harry greeted.

"Hey." Peter let out nervously.

"Peter." Liz replied in a cold tone before turning to Harry. "So, Harry, a bunch of us are heading to the Coffee Bean. You wanna come?"

"Sure." Harry agreed. "My treat. Pete, you in?"

"Uh…" Peter pondered, seeing Liz's disapproving stare. "I don't think so."

"Right." Harry realized. "See ya later then."

With that, the two went off, leaving Peter alone. As he stood by himself watching Harry and Liz walk off, he turned around and happened to see Gwen walking towards a bus. Peter decided to chase after just as she got on board and the doors closed.

"Hey, hold up!" Peter called out.

The doors opened up and he got on board. After looking around, be found Gwen and took a seat next to her.

"Peter, hey." Gwen greeted. "I saw you get pretty beat up out there. You alright?"

"I'm fine." Peter reassured. "I'm just glad Harry's doing well."

"Yeah, Harry's been doing pretty well for himself." Gwen replied.

"You sound like that's a problem." Peter noted.

"It's not." Gwen reassured. "It's just, we went to the dance together as friends and when he and Liz got to talking I was left alone. For three hours."

"Ouch." Peter let out. "In all fairness, Liz was only alone because of me."

"Hey, that's not fair." Gwen told him. "Ok, running out like that was jerkish of you, I'll admit. But I know you need this Bugle job to help your Aunt."

"But that doesn't mean it should take priority away from other aspects of my life." Peter replied. "I'm trying to fix that, now."

"Well, if you're one for reconnecting these days," Gwen pondered. "There's a spot on the decathlon team open since Ned switch schools last semester. We could really use someone with an encyclopedic knowledge of science."

"Well, it just so happens, I have such gifts." Peter remarked. "Would certainly be less painful then being the Mustangs personal tackling dummy."

Gwen chuckled at the remark.

"Can't argue with you on that-" Gwen started to agree.

Before she could finish, the sounds of tire screeching filled the air as an armored truck plowed through traffic, knocking over several cars in the process. That, combined with the pursuing police cars, informed Peter on what he had to do.

"I gotta go." Peter told Gwen before realizing he needed an excuse. "Because… the Bugle will want photos. Except I just promised the Bugle wouldn't get in the way of our friendship."

"It's alright." Gwen reassured. "Just… be careful, ok?"

"You got it." Peter reassured before heading off. "You totally rock, Gwen!"

"Nice of you to notice." she muttered to herself.

…

One quick change later, Spider-Man was swinging after Sandman's truck. Once he finally landed on the roof, he was greeted by a sand spike shooting out from the roof, trying to stab him.

"Whoa!" Spidey let out, dodging the spike stabs.

After dodging a few more attacks, Spider-Man managed to flip inside the cab, knocking Sandman back.

"Peak a boo!" Spidey let out as he wailed on Sandman.

"Hehe, not bad." Sandman remarked, letting the punches pass through him. "But if I'm over here, who's driving?"

Spider-Man looked over and saw the car veering towards some oncoming traffic, much to his dismay.

"Crap!" Spidey let out, firing a web at the wheel to steer it away from the cars.

This caused the truck to drive into a construction site. It drove off the entry ramp and fell on its side, causing Spider-Man to crash through the windshield and tumble onto the ground. As he picked himself up groaning, he looked up and saw a pile of sand move towards a pile of girders waiting to be placed on the building. Suddenly, the pile sprang up, sending the girders flying towards Spider-Man.

"Terrific." Spidey let out before shooting a web and slinging away as the girders fell.

He swung and moved around most of them, only to be hit by one in the back, knocking him to the ground.

…

At the Coffee Bean, Harry was talking with Liz, Flash, and their friends. Liz seemed the most invested in the story he was telling, while Flash couldn't care less.

"And then what happened?" Liz asked.

"Ok, so he gets down the road before he gets into 'another' accident at the toll booth." Harry continued. "Worst shaufer ever. I thought my dad was going to fire him, he looked like he was going to pop a blood vessel."

"Maybe it wasn't the chauffeur that was the problem." Flash muttered.

"Wow." Liz replied. "Who knew the super rich had it so tough."

"Yeah…" Harry responded before catching himself. "Well, I mean no…. I mean-"

Liz just laughed in response.

"Take it easy Harry." Liz reassured. "I'm only teasing."

"Better get used to it." Rand told him. "With the way you played out there, you'll be hanging with this crowd a lot more often."

"Yeah but not tonight." Flash let out, fake yawning. "I am beat."

As he stretched his arms, he knocked over several coffees onto Harry, causing him to yelp from contact.

"Flash!" Liz let out. "What the hell is wrong with you?!"

"What?" Flash replied. "It was an accident."

"Yeah, right." Liz dismissed. "And you wonder why we broke up."

"Hey, at least I knew how to show you a good time." Flash reminded. "What does Osborn have that I don't?"

"Maturity, for one thing." Liz told him before turning to Harry. "Harry, I'm pretty tired myself. Mind taking me home?"

"Uh… sure." Harry replied, springing up from his seat. "No problem."

The two then walked off, leaving a fuming Flash to fall back into his seat.

…

Back at the construction site, cops began cordoning off the area, preventing civilians from getting too close. Among them was Jefferson Davis, who was looking over the fight from the street.

"Areas clear of civilians." one of the officers told him. "What should we do?"

"I hate to admit it… but there's no way we can fight that freak." Jefferson lamented. "Just keep the people clear. Let's hope Spider-Man can handle him."

…

Inside the site, Spidey managed to pull himself free from the girders, only to see Sandman looming over him.

"You know, I hadn't planned on coming after you." Sandman told him. "But if you're gonna be the cloud on my sunny beach, then I'm gonna change the weather. Forever."

Sandman then formed both his hands into hammers, raising them overhead prepared to bring them down. Seeing another girder hanging from a cable overhead, Spider-Man shot a webline at it and pulled with all his might, causing it to snap free and fall. Sandman saw this and turned into sand to shift away, allowing Spider-Man to pull himself up and backflip up onto the girder as it landed on top of the pile. He stared down Sandman as he turned back to solid form.

"Alright, Sandman, show me what you got!" Spider-Man challenged. "Or better yet… I'll show you!"

Spider-Man then grabbed a girder from behind before flipping forward and bringing it down on Sandman, breaking him down to sand. As Spider-Man landed, Sandman reformed and socked him across the face, knocking him back as he turned solid.

"Wow, you showed me." Sandman remarked, forming his hands into hammers again.

"Well the hammer thing's getting old pal." Spider-Man remarked, leaping over the hammer strike.

As Spidey landed on the ground, he grabbed one of Sandman's hammer hands and threw him against a wall. He collapsed into sand before one of his arms shot out and grabbed Spider-Man, throwing him against a cement mixer. He rebounded off it and was about to hit the ground before another sand arm grabbed him and shoved him against it. Sandman's body turned solid as his free arm formed a spike, ready to impale Spider-Man. Shaking his head in pain, Spider-Man quickly webbed Sanmans face, disorienting him long enough for Spider-Man to kick right through the sand arm holding him, setting him free. As he landed on the ground, Sandman formed massive slabs on his hands and tried slamming them on Spider-Man. Spider-Man quickly backflipped onto the truck before leaping out of the way of another strike. He tried sticking ton one of the girders but found himself slipping off for some reason. He landed on one of the lower girders and managed to leap behind one to avoid Sandman's attacks. As he hid, he looked at his hands, seeing small bits of cement covering his fingers. He bent them repeatedly to clean them off as he began formulating a plan.

"If I'm gonna win... " Spidey pondered, looking down towards the cement mixer. "I'm gonna have to take a dive. Guess all these hours of being a human tackle dummy are about to pay off."

Spider-Man quickly came out from behind the girder and shot out a webline, swinging towards and over. Sandman. Spider-Man quickly shot out another webline and swung towards Sandman, but Sandman used one of his slab hands to smack him off the webline, knocking him to the ground under the mixer's ramp. He tried picking himself up, but Sandman brought his slab down on him again, keeping him down.

"End of the line, web slinger." Sandman taunted. "You were pretty tough when you were the one with all the power, but now there's a new king of New York. King Sandman!"

"Your majesty." Spidey mocked, webbing the mixer's ramp. "Allow me to build a statue in your honor."

Spider-Man then pulled the ramp free, allowing a ton of cement to pour right on top of Sandman. He tried to move towards Spider-Man, but the cement hardened quickly enough that he was frozen in place. Spider-Man stood up to admire his handy work.

"Michelangelo, eat your heart out." Spidey quipped.

Once more however, he was forced to lift the bottom of his mask up and spit out the excess sand, much to his annoyance.

…

The final day of tryouts came and went, with Harry once again blowing everyone away with his skills and Peter once again getting tripped and tackled at every turn.

"Alright, here's the line up." Coach Brown reported. "Osborn, you're first string. Brown, back up. Everyone else, better luck next year."

"Yes!" Harry cheered.

"Congrats, man." Peter congratulated. "You earned this."

"Thanks, man." Harry replied.

"Way to go, Harry!" Liz let out, running up and hugging him.

Harry returned the hug in kind as Liz just glared at Peter once more. The two then walked off smiling at each other, leaving Peter by himself.

Harsh, I know, but if I wanted fame and attention, I wouldn't wear a mask. Liz found someone to be happy with and Harry found his place. As for me, I'm content watching from the sidelines.

"Hey." Gwen's voice called out.

Peter looked behind him to see her walking up to him with two ice cream cones in her hands.

"Figured you could use something sweet after that beating you took." She offered.

"You know, I think I could." Peter agreed, walking up to her.

Of course, that has its benefits too.