|Season 1, Episode 17|
|Air date||August 5, 2012|
|Written by||Man of Action and Rich Fogel|
|Directed by||Phil Pignotti|
After skipping out on winter training, Spider-Man and his team go to a beach. After hours of having fun, and Peter's spider-sense bothering him the gang meet Sandman in the form of a young boy named Sandy who wants to play with Spider-Man's team. Spider-Man's team finds Sandy's "brother" Flint who claims that Sandy always playing in the ruins (which suddenly forms).
When Spider-Man's team goes on a tactical retreat, Sandy turns into sand and moves the S.H.I.E.L.D. Quinjet to the top of the ruins, daring them to come get it. Spider-Man and his team end up attacked by Sandy and Flint who then forms a sand labyrinth for them to maneuver around. Power Man finds hieroglyphics where it said that Sandman escaped from prison and was caught in an explosion that gave him his powers. The hieroglyphics state that Nick Fury dropped Sandman on the island. Flint and Sandy combine into one Sandman when Spider-Man and his team fight back. Spider-Man fights Sandman while the others try to get to the Quinjet. Nova lifts the Quinjet as they fly away.
However, they are soon intercepted by Nick Fury's agents who wants them at the Helicarrier for a full scrub-down. Nick Fury mentioned that the reason he dropped Sandman on the island was because no prison could successfully contain him. It is then shown that Sandman had stowed away in Spider-Man's outfit as he forms in the Quinjet and freezes the controls. Upon landing in the Hudson River, Spider-Man and his team had to stop Sandman before he reaches land. Iron Fist cracks the ice and Spider-Man tells Nova to heat Sandman's body enough to turn him to glass. Sandman is then placed in a special containment unit that would keep him from reassembling.