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A dying Sandman sets out to defeat Spider-Man before taking his final 'dirt' nap.
The Story opens with the Sandman slowly breaking into pieces as he watches T.V.
Meanwhile, Peter Parker is enjoying having his apartment to himself unaware that Randy Robertson and Glory Grant saw him singing to himself naked eating Ice Cream.
Meanwhile, at an abandoned Construction Site, Sandman is reciting his Last Will and Testament and recalling of how Venom bit a chunk out of his Stomach.
In an attempt to keep himself from falling apart, he tries to eat cement but after that doesn't work and all hope seems lost, he vows revenge on Spider-Man.
Later, Spidey is swinging around until he is punched by Sandman, who is falling to pieces. While Randy and Glory are on a date, Spidey is facing Sandman who is continuing to die, In a final attempt at not being a bad person, Sandman ends the fight and sinks away into a sewer pipe.
Finally a couple are visiting a countryside with a beach that was never seen before, and as the panel zooms out, Sandman's face is seen in the Sand.