ACT 1: Riker's Island Penitentiary. A guard is patrolling the prison yard when he is suddenly overtaken by a localized sandstorm. Up in the sentry tower, another guard calls for the yard to be lit, commenting that he thought he heard something. When the spotlight hits the guard who was attacked, he is back on his feet and he signals to the guard in the sentry tower that everything is fine and that he simply stripped. Unbeknownst to the guard in the tower, the Sandman has just broken into the penitentiary and has assumed the guise of the guard he attacked. The Sandman makes his way inside the prison complex where he is accosted by two guards that are arguing over whether Spider-Man is good or bad. When asked for his opinion, the Sandman uses his super-powers to pin the two guards up on the wall and proceeds to ask them where Floyd Baker is being held.

ACT 2: Spider-Man, wearing his black and white costume, is swinging away from a police helicopter that is chasing him. Making use of his amazing speed and agility, Spider-Man is able to stay a few steps ahead of the chopper. Suddenly however, as the police chopper rounds a corner, it comes face-to-face with a news chopper that is covering the pursuit. Both pilots are forced to perform evasive maneuvers to avoid a collision. The police helicopter manages to change direction without a hitch but the news chopper is not so lucky. The "stick is jammed" and the chopper is plummeting toward the ground. Fortunately, Spider-Man comes to their rescue and spins a large web that ensnares the falling news chopper. He then disappears before the police chopper can continue on with the pursuit.

ACT 3: Back at Riker's Island Penitentiary, the Sandman finds himself surrounded by more guards, who are ordering him to release the two guards he is holding hostage. The Sandman refuses to let them go until they tell him where Floyd Baker is being held. As he waits for a response, he is suddenly blasted with high-pressured water from canons being held by two special guards, who tell him that they had figured he would try to break Floyd Baker out, which is why they prepared themselves for such eventuality. The Sandman starts to melt away and argues that Baker was wrongly convicted for the murder of a homeless man. The guard in charge tells the Sandman, who is now trying to run away, that Baker confessed to killing the homeless man. The Sandman refuses to believe that and, before the guards can catch up to him, he disappears through a sewer grate in the floor. The Sandman emerges a few minutes later from a steel pipe that drains into the river and apologizes profusely to Baker.

ACT 4: The next morning, at Midtown High, Flash Thompson arrives in his office and finds Ben Reilly, a.k.a. Peter Parker in disguise, asleep on his chair. After waking him, Flash asks what he is doing in there. Ben/Peter replies that his wife threw him out so he does not have a place to crash at the moment. Flash proceeds to ask him why he is not staying at a cheap motel. Ben/Peter explains that he is in financial trouble and that it is just not possible. In reality, Peter, along with Mary Jane and Aunt May, had been hiding at a cheap motel, but someone recognized them and notified the police, forcing them to leave in a hurry. As Ben/Peter prepares to leave the office, Flash grabs a nearby dodge ball and throws it at him. Warned by his spider-sense, Ben/Peter spins around and kicks the ball back toward Flash, who is sent crashing behind his desk when the ball hits him in the chest. Flash gets back on his feet and tells Ben/Peter that he knows who he really is. Ben/Peter denies Flash's claims, but soon reveals himself to Flash by transforming back into Peter Parker. Peter asks Flash how he knew it was him and Flash explains that he recognized the way he talked and moved. Peter is impressed that Flash is so observant. Flash comments to Peter that it must be tough having the whole world turned against him and the fact that there is a price on his head. Peter tells Flash that maybe he should turn himself in to get the reward; that way, his money problems will be solved. Just then, Flash grabs the keys to his apartment and throws them to Peter, telling him that he can crash at his place. Peter is flattered but tells Flash that harboring a wanted criminal may be problematic for Flash should the police discover their arrangement. Flash tells Peter that, as Spider-Man's biggest fan, it is the least he can do. Peter comments to Flash that he hopes he is not helping him out just so he can cash in on the reward money. Flash replies that it is not worth it and reminds Peter, as he is about to leave, to put his Ben Reilly disguise back on. Minutes after Peter is gone, Flash makes a phone call to someone and tells that person that he has something to tell them that he thinks is going to pay off pretty big.

ACT 5: A short time later, Peter paces around Flash's apartment, thinking about all the events that have transpired in his life as of late. As he sits there pondering and looking at a picture of himself with Aunt May and Uncle Ben, his spider-sense suddenly kicks in warning him of danger. He quickly stands up, just as the Sandman enters the apartment through a window. Peter tries to web him up but is unsuccessful. The Sandman tells Peter to knock it off, as he simply wants to talk and needs his help. After they both calm down, the Sandman explains that a guy named Floyd Baker is in jail for a murder he did not commit and that this man is his father. Peter tells the Sandman that he does not see how it is his problem. The Sandman is ticked off and cannot believe that Peter would help perfect strangers, yet he does not want to help an innocent man going down for something he did not do. Peter replies that he simply does not want to help him because he does not believe him. Having said that, he takes the picture of himself with Aunt May and Uncle Ben and tells the Sandman that his Uncle Ben died years ago at the hands of guys like his father. The Sandman grabs hold of the picture and tells Peter that the homeless man his father is accused of killing is Peter's Uncle Ben. Perplexed, Peter asks what he is talking about. The Sandman explains that he saw Uncle Ben's picture in the District Attorney's files and at the crime scene, and that it is whom his father is accused of murdering. Peter believes the Sandman to be full of crap but the Sandman is certain of his allegations and tells Peter that he swiped the files and has them stashed away and will show them to him. The Sandman then proceeds to swear on his mother's life that he is telling the truth and tells Peter that Uncle Ben, who Peter said died years ago, is the same guy who died in an alleyway a few weeks earlier.

To be continued.