- Mary Jane Watson
- Aunt May
- J. Jonah Jameson
- Joseph Robertson
- Betty Brant
- Flash Thompson
- Liz Allen
- Kenny McFarlane
- Miles Warren (First appearance)
- The Sandman (Flint Marko) (First appearance)
- New York City
- Daily Bugle
- Midtown High
- New York City
The episode opens up with a group of police sirens blaring across the outskirts of New York City, near the coastline. A man wearing a green, striped shirt is running down the road away from the cars. He eventually hops over a fence and runs towards the beach. One of the police officers then spots the man and the chase resumes. One of the officers then reports into his radio "He's gone, sir. Flint Marko has disappeared." However, as the police leave, Marko is secretly hiding behind a large rock. All of a sudden, a huge flash of light occurs on the horizon, and Marko looks out to see that a large mushroom cloud has formed over the sea. Marko, frozen by fear, is unable to move when the ensuing shockwave blows sand all over him, and the fallout of the blast causes a mutation in his cell structure which causes Marko's body to become one with the sand.
Spider-Man sees a few punks casing a jewelry store, and webs them up before they can rob it. However, one of the thugs threatens to sue Spider-Man for assault and battery! Spider-Man then flees 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 in the form of sticky web-fluid on his seat. After leaving Jameson's office, Spider-Man runs into the mutated Marko on a rooftop. Sandman gets the best of Spider-Man and Spider-Man's mask is partially torn in the process, so he must flee before his identity is revealed. While at home sewing his mask up, Peter learns the identity of the Sandman during a news bulletin. The bulletin also shows Sandman robbing a jewelry store and fleeing the police.
Meanwhile, in the room over, Aunt May has an unexpected stroke after taking her medication to help her with her depression. Peter subsequently rushes her to the hospital. The next morning, Peter decides to try to ask Jameson for a loan to help with his aunt's medical bills, but Jameson refuses, stating that money must be earned, and tells Peter to get more shots of the Sandman to do soon. 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. Mary Jane then confronts Peter about Liz wanting to ask him out on a date, only for Peter to comeback with it being a simple study date.
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 their biology professor, Miles Warren, is there also. Sandman demands a diploma and threatens to teach the professor a lesson when he refuses. Peter's spider-sense then begins going off. He and Mary Jane then look into the classroom and see Sandman holding the classroom hostage. Mary Jane finds a good place to hide in the janitors closet and Peter tells her that he's going to go dial 911 as an excuse to change into Spider-Man.
One quick costume change and Spider-Man busts in, knocking Sandman back temporarily. Their battle goes across the whole school before Sandman barges into the same janitor's closet where, unfortunately, Mary Jane. is hiding. Sandman then tells Spider-Man to back off or else she will die of suffocation. Thinking quickly, Spider-Man picks up the janitor's vacuum next to him and sucks Sandman inside before webbing the lid of it shut. 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.Spider-Man ducks back into the school, and after another quick costume change, returns to class. Peter finds Liz to let her know that now he can still take her out, but she has made other plans with Flash. However, Mary Jane comes over and comforts a distraught Peter, telling him that there couldn't possibly have been anything he could have done. As Peter and Mary Jane walk home from school, they hear everyone agreeing with Jameson's opinions of Spider-Man. Seeing Peter disheartened, Mary Jane comforts Peter. Alone in his room, Peter searches his soul for the reason he decided to be Spider-Man.
- The episode's story is based on The Amazing Spider-Man #4.