Spider-Man: Well... yeah. With great power comes great-
Sandman: -gullibility!
While web-swinging through the city, Spider-Man catches a glimpse of Eddie Brock standing on a rooftop, but by the time he doubles back to check Eddie has vanished. Sandman robs a jewelry store, but is accosted by Spider-Man. The two fight, but Sandman displays improved control over his powers and easily defeats Spider-Man. The police arrive and Sandman escapes down a drainpipe, accidentally leaving the jewels he stole behind. At school, Gwen glumly informs Mary-Jane that Liz and Peter are now a couple, much to Sally Avril's fury. Liz tells Sally to let her be happy, as things in her life are looking up now that her older brother Mark has returned from juvenile detention. Flash grumpily watches Liz, only to spot Sha Shan Nguyen, one of the students in his biology class, and invites her to come to his birthday party as his date. Peter continues to reflect over his sighting of Eddie, but his Spider Sense goes off as he is grabbed from behind... by Harry Osborn, who has returned from Europe. They briefly catch up, but as the class bell rings, Peter briefly has a vision of Harry as the Green Goblin. Hammerhead meets Sandman in the Big Sky billiard hall and offers him a chance to get his "big score", while back at the school the principal introduces St. John Devereaux as the new drama instructor and announces that Captain George Stacy will be conducting a weekly police seminar. Harry flirts with Gwen, inviting her to Flash's birthday party as his date. Gwen accepts Harry's offer to get back at Peter, and Harry invites him and Liz on a double-date. When Liz reveals Flash hadn't invited her, Peter pulls out an invitation and offers to take her.
While web-swinging that evening, Spider-Man spots Eddie again, but before Peter can confront him the alarm at a museum goes off. Spider-Man investigates to find Sandman, who berates him for always meddling in his attempts to get rich. Spider-Man criticizes him for wasting his powers and potential on the same petty crimes Flint Marko committed, and Sandman appears to undergo a Heel–Face Turn, but blindsides him in the middle of his "With great power" speech and leaves. The next morning Harry, Gwen, and Liz pick Peter up and head to Flash's house. Flash's mother, who was the one who gave Peter the invite, reveals that he and Peter were once Childhood Friends, much to Flash's horror and the shock of Flash's clique, Gwen, and Harry.
At Rockaway Beach, Sandman meets with Hammerhead, who calls him out on his Pet the Dog behavior to a little girl and gives him his payment for the stolen museum exhibit. When Sandman complains about the paltry amount left over after Tombstone and Doctor Octopus took their cuts, Hammerhead tells him to find a way to stop a nearby oil tanker so that the Big Man can rob it. Sandman assimilates the beach and immobilizes the ship. At Flash's party, Peter spots Eddie Brock again, but news of Sandman's attack on the tanker forces him to postpone investigation. At the beach, Hammerhead watches Sandman and Spider-Man fight while his divers begin to drain the tanker of oil. Sandman releases his hold on the tanker to pursue Spider-Man, causing the drainage pumps to detach and spilling oil into the ocean, and assimilates the seafloor to grow even larger. Their fight tears the ship apart and ignites the oil floating on the water and Spider-Man catches a glimpse of Venom watching from the shore, enabling Sandman to finally grab him. As the tanker begins to go the way of the Titanic, Sandman notices crew trapped inside and rescues them, to Spider-Man's surprise. Sandman protests that he was Only in It for the Money and never meant for innocents to get hurt, grabbing Spider-Man and throwing him to safety as well. As the tanker self-destructs, Sandman wraps himself around it and the explosion turns him to glass. Spider-Man sadly watches Sandman's glazed body crumble, lamenting his former foe's Heroic Sacrifice, but as he web-swings away Sandman materializes on the beach, smiling faintly before dispersing into the wind.
To put his worries to rest, Peter checks the construction site where he buried the symbiote and is relieved to find it undisturbed. As he leaves, Eddie Brock, dressed in a replica of Venom's costume, steps from the shadows, sarcastically thanking Peter for leading him straight to the symbiote as he lifts a sledgehammer and starts digging...
This episode provides examples of:
- Attack of the 50-Foot Whatever: Give a guy who manipulates sand control over an entire beach and this is what you get.
- Author Catchphrase: When facing down the giant Sandman, Spidey wonders to himself how he's supposed to "beat up a beach."
- Batman Gambit: Eddie dresses up as Venom to make Spider-Man paranoid and get him to check up on the symbiote, leading him right back to it.
- The Bus Came Back: Harry Osborn returns, foreshadowing the return of the Green Goblin. Eddie Brock also returns and reclaims the symbiote at the end of the episode.
- Call-Back: The new drama instructor, St. John Devereaux, is the actor featured in "Group Therapy".
- Embarrassing Nickname: Peter gave Flash his nickname due to his habit of running around naked as a child.Flash: I was four, okay?!
- Embarrassing Old Photo: Mrs. Thompson keeps a framed one of 4-year-old Eugene happily running around sans pants. Flash does not like it being pointed out.
- The End... Or Is It?: "So, if you run into my bro, Pete, tell him we will see him soon."
- Heel–Face Turn: Spidey calls out Sandman for frequently committing crimes with his powers instead of doing good. Though he escapes, he begins helping people a bit. First, helping a little girl build a sand castle, and later to save an oil tanker crew after latest botched heist.
- Heroic Sacrifice: Sandman seemingly sacrifices himself to evacuate the oil tanker just before it explodes.
- Holding Hands:
- Liz and Peter do this while walking to class, much to Sally's fury.
- Upon seeing the above example, Glory says to Kenny that he used to hold her hand. He promptly does... with his mustard-covered hand.
- I Surrender, Suckers: Sandman seems to be having a Heel Realization, but sucker-punches Spider-Man once he lets his guard down.
- Implausible Deniability: Marko's attempt to claim that he totally wasn't helping out the little girl on the beach, merely messing with the teens who happened to be bullying her, doesn't really hold up with how nice he was to her after he had already chased off the boys.
- Innocuously Important Episode: The fiasco with the oil tanker will actually put a dent in Hammerhead's standing, as Tombstone later cites it as one of the reasons he's disappointed in him. That in turn helps motivate Hammerhead to try to be the new Big Man.
- Jerk with a Heart of Gold: Sandman insists he only helped the little girl to mess with the teens that were bullying her, but Hammerhead clearly doesn't buy it.
- Jump Cut: The episode is interspersed with footage from Flash's birthday party.
- Laugh of Love:
- After Peter and Liz get together in the previous episode, Liz laughs as she happily grabs Peter by the arm and walks with him to class, with her head on his shoulder. Sally isn't happy with this development, and neither is Gwen.
- They also laugh together when Kenny holds Glory's hand with his mustard-covered one, much to Flash's envy.
- Look Behind You: Subverted. Spidey's offering a genuine warning, as the ship comes apart.Spider-Man: Sandy, behind you!
Sandman: Oh, yeah, like I'd fall for that. - Love at First Sight: Flash immediately falls for Sha Shan, who is turned off by his Jerk Jock attitude.
- My God, What Have I Done?: Sandman had intended to rob the tanker of the oil, but he didn't mean to endanger the crew's lives.
- Mythology Gag: With Harry's return and sightings of Brock on his mind, Peter ponders all three villains of Spider-Man 3 on the way to the museum heist. Giant Sandman later shows up at the end.Spider-Man: Man, I'm losing it. Goblin. Venom. Who's next? Sandman.
- Niceness Denial: Sandman uses his power to construct a sandcastle big enough to stand inside for a little girl after some older kids tease her for struggling to build a small sandcastle on her own. Seeing this, Hammerhead taunts him for seemingly going soft, but Sandman insists he was only doing it to scare those teenagers, not for her - an excuse which falls a bit flat given that he even made sure to give the girl her shovel and bucket back afterwards and told her not to stay out too late.
- Off with His Head!: Sandman turns into a guillotine in an attempt to decapitate Spider-Man, but he escapes.
- Only in It for the Money: Why Sandman agrees to rob the oil tanker.
- Paranoia Gambit: Eddie pulls one on Peter to get him to reveal the symbiote's location.
- Parental Obliviousness: Mrs. Thompson sends an invitation to Peter for Flash's birthday party because she thinks they're still best friends, not knowing they no longer are.
- Pet the Dog: Sandman uses his powers to build a massive sand castle for a little girl after some bullies mock her small one, and is called out on it by Hammerhead.
- This Is Reality: Sandman expected a good deal of cash for the job he pulled off. Hammerhead reminds him of how it really works on these kind of jobs, especially when multiple entities (the Big Man and the Master Planner) get sizable cuts.
- Redemption Equals Death: It appears Sandman sacrifices himself to smother the oil tanker's explosion, but he survives.
- Running Gag: Sandman beating up Spider-Man but leaving his "big score" behind by accident.
- Scenery Censor: The picture of Flash running naked as a toddler has a flower covering up his naughty parts.
- Spider-Sense: Sandman asks if this is how Spider-Man's always wherever he's pulling a job.
- The Stinger: The last clip of footage from Flash's birthday is Eddie Brock asking Flash to tell Peter that "we" would see him soon...
- Took a Level in Badass: Sandman's control over his powers have increased significantly, but he's still a Butt-Monkey.
- Voluntary Shapeshifting: Sandman's powers have increased to the point that he can freely shapeshift his body.
- We Used to Be Friends: Peter and Flash used to be Childhood Friends before Flash entered his Jerk Jock phase.Sally: Flash was part of the nerd herd?!
Peter: Who do you think gave Eugene his nickname? And hey, it wasn’t because he ran fast. - You Are Better Than You Think You Are: Spider-Man gives Sandman the "With Great Power" speech in an attempt to inspire him to redemption. It works.
