It's another normal night of webslinging when Spider-Man happens upon Flint Marko and Alex O'Hirn making a getaway from a burglary again. However, their bail is quickly posted by Hammerhead, who ominously tells them that they're now part of the big time.
At home, Peter is practicing web targeting until Aunt May knocks on his door. Hastily webbing the mess to the ceiling, Peter impresses Aunt May with the cleanliness of his room. This, coupled with his adherence to the curfew rule prompts May to revert to the old curfew of 10 p.m. A flyer for the Fall Formal coming from the ceiling clutter catches May's attention, and she proposes that Peter goes with Mary Jane Watson, her neighbor's niece.
Marko and O'Hirn are driven to an underground lab by Hammerhead. Hammerhead and Marko get out, leaving O'Hirn in the car. Hammerhead tells Marko that this is a solo job for him from the Big Man.
At school, Peter sits between Gwen and Harry. Although at first it seems that neither are still speaking with him, Harry reveals that he's over Peter blowing off helping him study. An announcement on the PA system from Coach Smith prompts Harry to try out for the football team. Harry invites Peter to join him, but Peter initially declines, only changing his mind after overhearing Flash Thompson and Kenny Kong talking about how they look forward to tackling Harry.
In the lab, Dr. Otto Octavius prepares Marko for a procedure using his mechanical tentacles. Octavius explains that the goal is to infuse Marko with silicon particles that will create a sub-dermal armor that will make Marko impervious. Hammerhead assures Marko that that's a good thing since nobody — including Spider-Man — will be able to hurt him.
On the football field, both Peter and Harry perform surprisingly well, despite Flash and Kong's attempts to cheat Hobie Brown onto the team. When Kong tries to trip Harry, his girlfriend Glory Grant looks on in disapproval and threatens to break up with him unless he cuts it out.
Back in the underground lab, Octavius voices his worries about the safety of the procedure until silenced by Norman Osborn. The experiment commences, but a magnetic field regulator malfunctions, causing the experiment to rage out of control, turning Marko into a pile of sand. Octavius wonders what they should do now, and is answered by Osborn saying that they'll sweep up and try again. Hammerhead then notices something going on in the test chamber. Sure enough, the pile of sand reshapes itself into the rough shape of a man before refining itself into the likeness of Flint Marko. Marko is not pleased to put it lightly, although Hammerhead points out that he now has the power to take anything he wants and can crush Spider-Man. Marko however dismisses the idea of revenge and sets out to get his big score as the Sandman.
Spider-Man is tossing a football around on a roof, thinking about the day's try-outs when he hears alarm bells ringing. Swinging to the scene, he's frustrated to find Marko, thinking it will be the same old story. Of course, he's in for a rude awakening when Marko reveals his sand powers. Spider-Man and Sandman fight, with Spider-Man unable to harm Marko thanks to his sand body, and runs out of web-fluid. Sandman accidentally drops the name Big Man, prompting Spider-Man's curiosity. Sandman dodges the question of his identity and runs to rob more banks...but forgets to take the money he already stole.
Peter is determined to forget about football in order to chase Sandman, but changes his mind when Liz Allen offers her encouragement. While Sandman continues his crime spree robbing ATMs and banks, Peter and Harry continue to do well at try-outs. When Coach Smith announces he's considering Peter for starter and Harry for second string, Harry points out to Peter that he didn't even want to try out and is already the smartest kid in school. When Randy invites them to go to the Silver Spoon with the other popular kids, Harry accepts, but Peter declines to catch the bus with Gwen where they officially patch things up. Gwen attempts to ask Peter to the Fall Formal, but Peter obliviously goes on about how he doesn't have a date and how he doesn't want to go anyway. They're interrupted by an armored car plowing through traffic. Peter sheepishly excuses himself to take pictures, even though he had just promised he wouldn't put the Bugle first. Gwen assures him it's fine, but asks him to be careful.
Spider-Man follows the car and is attacked by sandy spikes sticking out through the roof. Spider-Man kicks Sandman out of the driver's seat, and they begin tussling, only for Sandman to point out that nobody's driving. The car careens over the side of the road into a construction site. Spidey's helped by the construction workers before Sandman ambushes him again. Spider-Man still has no luck in doing any damage, and to make things worse, his webs don't stop Sandman, who brings down the girders of the construction site on top of Spidey.
At the Silver Spoon, Harry tells a funny story about the woes of being rich. Glory thinks he's hilarious, which prompts a jealous Kong to spill soda all over Harry. Furious, Glory breaks up with Kong and asks Harry to take her home.
The police cordon off the construction site, hoping that Spider-Man will be able to handle Sandman. Spidey digs his way to the top of the girders, only to find Sandman waiting for him. Sandman gives a speech about how he didn't want to come after Spider-Man, but the webhead just couldn't leave him alone. Before Marko can finish him off, Spider-Man webs Sandman's face and yanks the girders out from underneath him. Spider-Man's luck remains the same however, until he spots a concrete machine. Luring Sandman underneath it, Spider-Man yanks it open, coating Sandman with fast-drying cement.
Harry returns home in a good mood, but Norman dismisses his aspirations for the football team. The next day at try-outs, Peter intentionally throws the drills in order to let Harry have his glory, and is rewarded with ice cream from Gwen.
This episode provides examples of:
- Abusive Parents: Norman's as nasty as ever, and Emily Osborn does nothing about it.
- Acquired Situational Narcissism: Harry, once he starts becoming more popular. It gets worse over the next few episodes.
- Big "NO!": Marko when he discovers his new existence.
- Body Horror: The experiment on Marko causes his molecular structure to go unstable and explode. Luckily for him, he gets better now that he can become sand.
- Cannot Spit It Out: Gwen tries to ask Peter to be her partner for the Fall Formal, but is unable to.
- Cheaters Never Prosper: Gloria chides Kenny for going after Harry just because he's trying out for the football team. It gets to the point where she finally breaks up with him and asks Harry to take her home.
- Cut Lex Luthor a Check: Marko seems to only want to use his new powers to steal money, he never even considers the huge number of legitimate uses such a form would have and that they would be an easy way to make legitimate money.
- Everyone Has Standards:
- Octavius seems incredibly uncomfortable performing an unethical, untested genetics experiment on Marko.
- Glory does not approve of her boyfriend cheating at the tryouts to make Harry and Peter look bad, and later breaks up with him when his bullying behavior goes too far.
- Foreshadowing: The secret lab Octavius creates Sandman in has "L.T.L. Body Shop" emblazoned on a sign out front. The next episode reveals what those initial stand for.
- Green-Eyed Monster: Kenny to Harry.
- Heroic Bystander: When Spider-Man and Sandman's van crashes into a construction site, the workers pull Spider-Man from the wreckage and allow him a few minutes to catch his breath before Sandman reforms.
- Internal Reveal: Because of the Sandman accidentally mentioning him, Spider-Man finally learns of the Big Man, and makes it a goal to find out who he is.
- Jerk Jock: In addition to the regular Jock Flash Thompson appearing in this episode, Harry starts to become one in this episode. Kenny acting like one of these is ultimately what causes Glory to break up with him.
- Meaningful Echo: Spidey decides to "take a dive" to lure Marko into a cement trap. At school, Peter deliberately takes a dive at the football tryouts to allow Harry to be part of the team.
- My God, What Have I Done?: Octavius when he thinks his experiment has killed Marko. Marko also turns this back on them asking "What have you done to me?!"
- Offscreen Moment of Awesome: The fight between Spider-Man, Marko and O'Hirn at the beginning is entirely skipped over, cutting from when Spider-Man showed up at the scene to the two criminals sitting in a cell.
- Oh, Crap!: Spider-Man when Marko reveals his powers to him and later when he brings the girders down on him.
- Pre Ass Kicking One Liner: Spider-Man delivers an epic one:Sandman: When you were the only one with powers you had me beat! But now King Sandman reigns supreme!Spider-Man: Your majesty. Allow me to build a statue in your honor. (Dumps liquid cement on him).
- Revenge: Zig-Zagged. Sandman has no interest in wasting his time getting revenge on Spider-Man, but he will go for the kill if the web-head interrupts his crime spree.
- Saying Too Much: Marko lets it slip that The Big Man was behind his transformation. Spidey had never even heard of the crime lord before, and Marko cringes when he realizes it.
- Slasher Smile: Marko/Sandman, after no-selling a punch to the face from Spider-Man, replies with a particularly menacing one of these.
- Taken for Granite: Essentially what happens to Sandman. Spider-Man lures him under a cement truck to finally beat him. Because he's a sand man, though, this isn't lethal.
- That Man Is Dead: As Sandman says it best:Sandman: Heh, who do you think I am? Flint Marko?
- What Measure Is a Mook?: When it looks like the experiment killed Marko, Norman calmly tells Octavius that they simply clean up the mess and start over.
- Xanatos Gambit: Sandman has no interest in taking orders, but Hammerhead takes it in stride. Whether or not the Sandman tries to get revenge or robs a bank, the Big Man gets what he wants: Spider-Man distracted.
