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Spider-Man swings down and stops a mugging, although he brutally belts up the thugs more than he should. He only realizes how close he is to killing one of them when the woman he saved yells out to him to stop. He thanks her then leaves, getting rid of the photos he took. As he does this, an armored car is transporting the Sandman (who is locked in a giant glass tube) to jail. However, along the journey, there is an explosion from a manhole below the truck, and some armed men free Sandman from the tube he's in. Sandman is then told by the men that he's being taken to meet their boss, and drive off with him.
 
Meanwhile, the homeless man from two issues ago is looking for money again for alcohol. After tripping up someone from a distance, he grabs the man's wallet, but drops the wallet and runs off when he sees someone approaching him who fills him with fear.
 
By now, the Sandman has met with the boss of the men who freed him, and has been provided with a special costume he occasionally uses, which can mix chemicals with his sand. The mysterious boss tells Sandman that he has to do a job for him, and Sandman agrees after being threatened, although he secretly plans to get revenge on Spider-Man at the same time. Half an hour later, Spider-Man's spider sense starts picking up one of his spider-tracers, and he follows the signal, although he hasn't used a tracer for several days. Spider-Man takes out some guards outside a research facility wearing the same uniform as Paine's men did in the previous issue, then enters the building to find Sandman there.
 
Sandman explains that he bought a spider-tracer from a fence he knows, so that he could lure Spider-Man to battle. Spider-Man and Sandman then fight, with neither being able to get an advantage, until Sandman manages to knock Spider-Man out unexpectedly. Sandman decides to use the machine he was told to steal to stop Spider-Man once and for all, as it's supposed to freeze people with fatal diseases until they can be reawakened and cured. However, whilst Sandman is setting up the machine, Spider-Man manages to break free of the table he's strapped to, and starts fighting Sandman once more. During the fight, Sandman accidentally slips on an oil slick he made, and into the freeze ray. Spider-Man then leaves, wondering who is behind this all.

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