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Far be it from me to judge, but I gotta ask,

what the heck are you guys doing to Doc Connors' lab?

If you made it here on time, Spider-Man,

you'd already know the answer to that question.

Right, right, I forget you're new here, Doctor and Doctor Cage.

I don't really do on time.

As New York's number one super-hero

I'm usually saving the world or something.

- And today? - I was checking to see

if I was still New York's number one superhero.

Fifteen? Behind Hawkeye and Nova?

And who the heck's Squirrel Girl?

Luke didn't mention that his 'rents were redecorating the Doc's lab.

We're not trying to replace Dr. Connors. He'll be back.

Soon as we clear up his nagging case of lizardi-ness.

I'm working on it. Change of subject.

There's a lot of dangerous stuff in here that you shouldn't mess with, like...

oh, no you didn't! Andy the Android?

You like, know the story, right?

Me. Luke. Science fair.

Don't touch. Did touch.

Andy absorbs everything.

Big mess. Coulson's underwear.

Bad scene.

Think of all the dangerous lab work an indestructible

android can handle safely, if he can be trained.

That's a huge "if".

Andy? No. No. Dispose of the chemicals, remember?

Nice and easy.

Slow down or you'll get a bellyache. Do androids have bellies?

Duck!

Whoa! At least it didn't come out the other end.

How do we shut him down? There's stuff all over this lab

that will not mix well with lava-loogies.

No, not Sandman! Lock down the lab!

Everyone out and tell Fury we've got

a destroyer class event happening in his basement!

Don't even try it, Sandman.

I'll have Fury fire us into space before I let you out of this lab.

Even though you just put out the fire and saved everyone?

I just wanted to help. Did I do okay?

You did great, actually.

Sandman pulled a hero move. You as confused as I am?

Aw, gross.

Excuse me.

Sandman saved us?

Shortly after his capture, we started working with the Sandman.

Working with how?

I thought he was all loco in the sandbox.

Flint Marko is emotionally unstable because of his physical condition, yes.

We're trying to rehabilitate him.

Hmm. Villain rehabilitation. That's a reality show I'd watch.

It had a glowing cube and those Avengers wouldn't let me have it!

Tissue?

I have trust issues.

Whatever you're doing, looks like it's working.

Sandman helped my folks big time today.

We're considering making him a candidate in the SHIELD training program.

Um, the last time we fought him, he nearly trashed Manhattan.

If Sandman touches the ground,

doesn't the whole city become his weapon?

We should give him a chance.

What? Isn't that what we're all about?

Bringing out great power potential in people?

I think we can teach him. Shape him into...

A really killer Sand Castle? Literally "killer".

A hero. Maybe even part of the team.

Although your bucket head would come in handy for the shaping part.

- Part of the team? Sandman? - I don't know.

One good day doesn't make him a good guy.

Well, excuse me.

I thought we were in the business of helping people.

Spider-Man... Peter! Why are you so interested in Sandman?

Because we're the good guys?

Because we can't just keep him locked up forever?

Because I just want a win, you know?

Just one.

Doc Connors was trying to do something good

and lost himself to the Lizard.

I couldn't help him but,

maybe Flint Marko is the one we can save.

Maybe he is, but are you the one to save him?

I don't know, but I bet it'll be better than your little field trip.

What's that gonna look like?

30 SHIELD agents waiting to zap him at the first sign of trouble?

200, actually.

That won't do anything for his self-esteem.

Shadow us, but let me take him into the field. I can do it.

With great power comes great responsibility

and great consequences if it all goes bad.

It's on you, leader. But we do it my way.

Green suits you.

"Green. Suit. You." Get it?

It's my containment suit.

Helps me keep my thoughts... stable.

- Stable is good. We like stable. - The suit limits his power,

and if there's any issue you can immobilize him with this.

We don't talk about "mmobilizingway" in front of the andmansay.

Spider-Man, I know what the suit does.

It's okay. Trust is something I'm going to have to earn.

- This is happening? - It is, and thanks for your support.

But...

Ignore them. They're jealous of the suit. Shall we?

You... you're really taking my side instead of your friends'?

It's not either/or.

Help me prove that people can change if they want to,

and we'll all be hanging in no time.

But first, baby steps... or baby swings.

Operation walkabout is a go.

- How does it feel, Sand... - It feels great.

To stretch my limbs, to touch the ground.

And call me Flint, please. Trying to move past the old "Sandman".

All right, Flint.

A SHIELD installation is under attack.

Break off your play date, let our agents take Marko.

Okay, that's opportunity knocking for you, Flint.

Time to prove yourself to Fury. Let's go play hero.

I... I don't think it's a good idea.

They say I have anger issues.

So don't get angry. I saw how you handled the lab accident.

This could show SHIELD you're ready for more than a walk in the park.

If you think I'm ready, let's do it.

You guns are useless!

Nothing will stop Swarm from feeding on your tech!

Good catch.

Okay, that's Swarm as in 'a Swarm of tiny robots'.

He eats technology and makes it a part of himself.

- Huh? - And he hates me.

- Spider-Man? I hate you! - See?

- Now guess what's in the warehouse. - SHIELD technology?

Bingo! We can take Swarm out together.

- Just stay calm. Be the beach. - Right.

Hey!

This is not doing it my way.

It's Swarm. We can handle him.

You mean Swarm who eats tech.

And Sandman is sporting the latest in SHIELD tech.

Maybe I didn't think this one all the way through.

Ya think?

Flint! Make sure you keep them at a distance.

Don't want him snagging your nice new threads.

Don't worry, I can handle them.

Let's not get cocky.

Drive them over to the corner and I'll web them in.

Let me finish it!

Your suit! He'll devour the tech like tech candy.

Spider-Man! My suit!

It'll be okay, Flint. Just stay focused.

Flint!

He's in pain. Get him out of that suit.

You do and Fury's gonna break your webs right before Sandy takes over the city.

Thanks for not helping.

- What do you say we take off the leash? - No! What if I...

What if you get zapped into dust? Gah!

I trust you.

- Flint, can we finish this? - With pleasure!

I knew you had hero potential.

- They pop like bubble wrap! - Victory cackle?

- Hey, Flint, we're done here. - We will be.

And the name's... Sandman!

Uh.

You told me so. Oh, boy.

Hey, Flint, we got him.

You can stop.

- Hey, Sandman, chill out. - Huh? Hm?

I'm... I'm sorry. Sometimes...

Your thoughts get a little unstable?

Got it under control, or should we call it off?

Yeah, I can do this. Stable like a table.

Having second thoughts?

And thirds and fourths.

But I don't want to give up on the guy, you know?

Not if there's a real chance.

Self-delusion in the pursuit of victory is the path to defeat.

You're making words, but?

Don't lie to yourself just because you want to be right.

I'm doing this for him.

If that is true, help him where he needs help.

Help him be a man first.

- A sand-man second. - Thanks, Iron Fist.

You always know the perfect, cryptic thing to say.

I can't believe you convinced Fury to let me do more work.

Actually, I didn't.

I convinced him to let me hang out with you.

- "Hang out"? - Yeah, just take it easy.

See the sights. Settle in, you know?

So you're not upset, about what happened with Swarm and me?

It wasn't exactly a shining moment, but the past is the past.

If we keep choosing to do the next right thing,

I think you'll do great. It's all up to you.

"Up to me." heh. You're all right, kid.

So, you like baseball? I haven't caught a game in a while.

Sounds perfect.

Hey!

Leap!

♪ Leap ♪

Leap!

Help!

Oh, I love to leap! And this is me leaping!

- Batroc. - Leap! Leap! Leap!

It's gonna be one of those days, isn't it?

No, no, no, no! Remember? Today is all about the chill.

Besides, anybody can take down Batroc.

Oh! No, no, no, no! Whoa!

Mon dieu!

I'm gonna call it in. It'll give Nova something to brag

about other than how many cheeseburgers he can eat at once.

Uh-oh.

"Uh-oh"?

Uh... Oh! I just wanted to let you know

it's a beautiful day in New York. Don't you want to know

if you should wear your summer eyepatch?

Mm-hmm. Where's Sandman?

He's right here. We're about to get French for lunch.

All units, converge on Sandman's location.

Sacré bleu.

Leap! Leap!

You can't get away with crime in this city!

- Stop right there! - Who is this new do-goodair, eh?

Ah, this is fun, no? No day at the beach, but...

And that is the official signal for a time out, Flint!

Why? I can catch him, why shouldn't I?

Because Fury doesn't give third chances and I stuck my neck out for you!

Why? What do you get out of this? A raise?

A promotion if SHIELD whips the big bad Sandman into shape?

I... I just want to see you win, Flint.

I want to see you choose a better way.

The beach, she is so dirty in New York, oui? Ugh.

- I will bury you! - Flint, don't! Get a grip!

We have a live Daily Bugle exclusive,

where the villain Spider-Man and an accomplice

are wreaking havoc in Times Square.

I figured out JJJ's superpower.

Sticking his moustache in exactly the wrong place at exactly the wrong time.

Who is your new sidekick of destruction, Spider-Menace?

What do you want, you malicious monstrosity?

What did he call me?

Ignore him, Flint, get ready for "the knockout".

Ow!

See? Real villain, neutralized.

Good guys here, ready to bask in your apology now.

Who do you think you're kidding, Spider-Man?

Once a menace, always a menace.

Come on, Flint. Ignore him. That guy's more out of touch than...

Threats like Spider-Man and this overgrown sandbox need

to be caught, punished and eliminated once and for all.

Get it together and follow me out of here, now, Flint.

What more proof do you need, people?

Spider-Man cavorting with a crazed,

maniacal, gritty, out-of-control monster.

- Shut up! - Flint, please!

You've got to keep your emotions in check.

- Or I'm gonna have to check 'em for you. - You know what?

Doing the right thing is really hard,

when you can just do this.

Flint!

Spider-Man to Fury! Sandman's lost it!

Can you shut down the suit remotely?

On it.

Never mind.

Flint, stop it! You can still choose!

Your fate is in your hands!

What's it gonna be, Flint? We can stop it all right here.

Sorry, kid. But I don't wanna stop.

Whoa! No!

Whoa!

What have I done?

- You're gonna be so grounded. - What were you thinking?

- Glad it's not me. - Save it, Nova. I blew it.

Big time. Let me handle this.

I already messed up once today.

- I don't want to hurt you guys too. - You're overruled, webs.

- We have orders from the big man himself. - He means Fury.

Yeah, I got that. What's his "plan B"?

Yeah, remember how I was able to generate enough heat to turn him into glass?

No! That is not an option.

Sandman wasn't ready and I pushed him.

So I could get a win. Whether he just snapped or

he really wants to play bad guy doesn't matter.

He's still my responsibility.

Okay, you've got the great responsibility.

But I don't think you have the power to handle that, pal.

No, but I do have a plan. Better than Fury's too.

Spidey plan in the house.

- Be right back. - Go!

Whoa! Gah! Hey!

Flint, this is your last chance.

I know you're just freaking out, but...

But I like what I'm doing! I like the power.

Face it, you were wrong about me.

So that's it? Rampaging monster Flint is your final choice?

That answer your question, bug?

Unfortunately, it does. Nova, hand off!

Right here.

Whoa!

Face!

- Sorry. - Whoa!

You know how when you go to the beach and get sand in your bathing suit?

This is that, times a million. Ahh!

What're you, crazy, or just in a hurry to get sandblasted?

Neither! But since I started this, I gotta finish this.

But I want you to remember...

we're not defined by the past, our powers,

or any of the things that happened to us.

We're defined by our choices, big and small.

And I chose wrong?

No, I did! You weren't ready!

But it was worth a try. Andy, absorb!

- Like scooping out the kitty litter. - You had to go there.

What is that? What did you do to me?

Good job, buddy.

Keep eating till my reinforcements arrive.

Bingo.

Get him in the suit before Andy can't hold him anymore!

No!

Good, android. At least someone came through

on their second chance today.

Ahh! Whoa! Hey! Whoa!

No dancing!

How about a victory high-five instead?

So what's it gonna be? Tricarrier toilet scrubber for a month?

Official SHIELD potato peeler?

Locked in a room with Nova when he's had too much soda?

I'm proud of you.

Is "proud" Fury-speak

for "disappointed in and never going to trust again"?

We both thought Flint was ready to change.

And we were wrong. But you tried.

You believed in him and you stood up for him.

That took guts. We can't save them all, Spider-Man.

But that doesn't mean we give up. Never give up.

Thanks, Nick.

Now go help Andy clean up the rest of your mess.

Whoa. Andy!

It's okay. We all make mistakes.

And there goes my spine.

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