Spider-Man sees a few punks casing a jewelery store, and webs them up before they can rob it. However, the thug threatens to sue Spider-Man for assault and battery! Spider-Man must flee when they call the cops since all the evidence made him look guilty. Spider-Man blames Jameson for this treatment and leaves him a little souvenir in his office. After leaving Jameson's office, Spider-Man runs into The Sandman on a rooftop. Sandman gets the best of Spider-Man and Spider-Man's mask is torn in the process, so he must flee before his identity is revealed. While at home sewing his mask up, Peter Parker learns the identity of the Sandman during a news bulletin. The bulletin also shows Sandman robbing a bank and fleeing the police.

The next morning, Peter decides to try to ask Jameson for an advance before he heads to class. Too bad Jameson is in a bad mood, since finding Spider-Man's little souvenir. So Peter heads off to school and overhears Flash asking Liz about going on a date with Peter. Peter forgot all about it and has to cancel so that he can capture Sandman. Of course Liz does not take this too well. Meanwhile, Sandman starts to realize that he can't keep on the run and must hide out. As fate would have it, he decides Midtown High looks like a good place. Sandman barges into a classroom to hide. This classroom however is full of students, and the principal is there also. Sandman demands a diploma and threatens to teach the principal a lesson when he refuses. Luckily for him, Peter was running errands in the hallway and overheard what was happening. One quick costume change and Spider-Man busts in, knocking Sandman back temporarily. They battle it out before Spider-Man tricks Sandman into turning into sand and vacuums him up with an industrial vacuum cleaner. Spider-Man realizes that he should have gotten pictures for the Bugle, so he uses a bucket of sand and some acting to stage photos. Spider-Man hands the vacuum bag with Sandman in it to the police while Jameson tries to convince the Captain to arrest Spider-Man as well. Spider-Man ducks back into the school, and after another quick costume change, bumps into Jameson as Peter and gives him the film of the Sandman battle. Peter finds Liz to let her know that now he can still take her out, but she has made other plans with Flash. Flash makes one too many insults and Peter finally has had enough and threatens to wipe the smile off Flash's face. Wait a second, he's Spider-Man, he could hurt him. Peter lets him go and walks away, making everyone think he's chicken. As Peter walks home from school, he hears everyone agreeing with Jameson's opinions of Spider-Man. Alone in his room, Peter searches his soul for the reason he decided to be Spider-Man.

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