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While enjoying a relaxing vacation at the beach, the Spider-Friends are called into action to save a group of civilians from an attack by killer sharks. With the mission successfully accomplished, Spider-Man changes back into Peter, unaware that the sandcastle nearby is in fact one of his greatest enemies: The Sandman. The Sandman, having learned Spidey’s secret identity, warns Peter to stay out of his way or he will take revenge on him by harming his Aunt May. Devastated, Peter gives up being Spider-Man, as Firestar and Iceman try unsuccessfully to bring the villain to justice. Angelica decides that they need to convince the Sandman that he was wrong about Peter. Realizing that the villain will most likely try to infiltrate the high society costume party that evening, and steal the famous Steven Sapphires, the team forms a plan. Angelica convinces Flash Thompson to accompany her to the party dressed as Spider-Man. The Sandman does indeed attempt to steal the sapphires but the Spider-Friends ensure that he sees both Peter and ‘Spidey’ together at the same time. Convinced that he was wrong about Peter, the Sandman still manages to escape. The trio follow him to a construction site where they trap him in a cement mixture, leaving him solidified for the police.


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