//------------------------------//
// Issue #17: Sandman Shifter 
// Story: Spider-Man: Web of Magic 
// by MetalJrock 
//------------------------------//

Flint Marko walked into a dark room, greeted by Norman Osborn, Tombstone, Hammerhead, Spencer Smythe, and a short man wearing a lab coat with a metal harness wrapped around his waist connected to some strange arms greeted him through a glass wall.

Marko gasped, "Whoa, Norman Osborn is here?!"

"You want to make something of it, Mister Marko?" Osborn responded coldy.

Flint blinked, "Uh of course not. Just curious. So, what's the big deal sendin' me here?"

Lincoln put his hands behind his back, "Smythe and I tested something, and it was a success. We came to you and your partner because it has come to our attention that you have crossed paths with Spider-Man a number of times before."

"Yeah. He's a real pain in the ass." Marko answered.

Tombstone smirked and asked, "What if I told you that we can help you get him out of the equation once and for all?"

"Easy answer. I'm in." Flint answered.

Hammerhead nodded, "Sit your ass down on the chair, place that helmet over your head and the rest of that junk if yer ready then."

Marko scowled and did as he was instructed. The helmet was strapped around his chin and he held the chair arms, wondering what the deal was with the generator and various devices that surrounded him.

"Start the procedure, Doctor Octavius." Norman ordered.

Otto gulped nervously, "A-Are you sure, Mister Osborn? What if something goes wrong?"

Norman slammed his palm on the keyboard, "Are you going to blabber to me about hypotheticals or are you going to man up and pull the lever?" he coldly asked the meek scientist.

"Of c-course, Mister Osborn." Octavius whimpered. He used a metal arm to pull on the lever. Everyone put sunglasses on as to shield their eyes from what was about to happen.

Then the room beyond the indestructible window began to glow a bright yellow with sparks flying about. Marko screamed, feeling pain cover his entire body as silicons. He felt his entire body stiffen as though he was sinking. "Stop! Ah!" screamed Flint as a whirlwind of silicons covered his entire body, which began to form pores.

Otto and Smythe glanced down at the computer, seeing it spark and the screen combust, "Ah! T-The silicons combined with the transmutation stone are overloading everything!"

Spencer wiped some sweat off his face, "We should turn it off before something goes wrong."

Tombstone raised a hand, "Not. Yet."

Meanwhile Flint continued to scream, his body and face horrifically morphing as the silicons and sparks covered him. He could feel every muscle pull on themselves and contract before weakening. His body imploded before combusting in a pile of sand. The lightshow suddenly ending once he vanished.

"Oh no..." whispered Octavius. "What do we do?"

Norman removed his sunglasses, "Simple. We clean the mess up and try again."

"Before you do... Look." Smythe told them.

The dust began to morph into a form, a human form. It looked to be that of Flint Marko. The mutated man looked at his hands, seeing it decompose like he was made of sand. "No... NO!" he turned around and threw his arm out, suddenly hitting the window with a burst of sand. "What did you do to me?!" he shouted in disgust.

"Ease up, Mister Sandman. Yer alive, ain't ya?" Hammerhead told off through a speaker. Marko paused, noticing that his arm practically morphed into a hammer.

Smythe's eyes widened, "My goodness. It seems as though the stone has different effects on the one its power is used on." he noticed while tapping his chin. "The silicons combined with the device must've combined with your molecules, turning you into this."

"You never said this would happen!" Flint screamed.

Tombstone shook his head, "But you didn't disagree to this either."

Marko grunted, "I didn't think I'd become a freak in the process!"

Norman scrunched his face and glared directly at the morphed man in response, "Mister Marko. Focus. You are a man made of sand. You should be able to change back to your previous form if you put your thoughts into it. Your shapeshifting could be useful against Spider-Man as well."

"And how would you know?!"

Otto muttered, "I-It is plausible. Your arm changed its shape after all."

Marko halted his actions, the silicons dripping all around him. "Ugh. Fine. But this better work." he was still. Then his sandy form blew around, changing his form once more. Once his molecules reassembled, Flint was back to his original appearance shirt and all, and a more stable foundation for his body. He raised his arm and watched as his hand transformed into a hammer, "Okay. This is pretty cool." he admitted, cracking his knuckles and neck.

Seeing what he was capable of, Tombstone said, "Impressive. It appears you are a natural with your form. Now about Spider-Man..."

"I got ya, Big Man. I'll take care of him." Marko declared, shrinking down into a regular pile of sand and moving away.

Once he was out of the room, Smythe asked, "What should we do now?"

Norman said, "It's simple. Clean up and ready the next experiment for our subjects. It appear this one was a success."





'Another night, another search.'

Spider-Man crouched down on the roof, 'I need to find another manhole. Curt is out there somewhere and I will bring him home.' the hero yawned, feeling drained. 'No, I can't sleep. Not until I find him. I'm not letting the Connors' down.'

The vigilante flipped onto another roof and used his lenses, "Alright. I need to get to a sewer soon. I know May's gonna be upset if I come home too late again, but I have to go." he rubbed his head and yawned once again, "Okay, it's times like this where I wish I had help from a fellow superhero. Being a solo act is tiring sometimes."

Spider-Man looked down, hearing an alarm blare and smoke appearing at the bank. Peter groaned, "Guess I'm making a slight detour. Now I really wish I had a sidekick." it took everything in him to move his tired body down.

The smoke cleared revealing Flint Marko holding some bags filled with money, a pleased expression on his face. Spider-Man crouched as he landed and grunted, "Marko? Come on, again? Wait, where's your partner in crime, O'Hirn?" he blinked slowly under his mask, trying his best to stay awake.

Marko smirked and released his bags, "Heh heh. I don't think I need a partner anymore." his hand then began to change shape, catching Peter off guard, but he was unable to react in time as Flint swung his arm upwards, uppercutting Spider-Man. The boy tried to get his bearings but he fell flat on his face.

"Huh? What just--?"

"--Happened? I happened! Sandman happened!" Flint finished for the webslinger.

"You called yourself Sandman now?" Peter mumbled, watching as Sandman came closer to him. "That's just wrong."

Spider-Man jumped and tried to shoot a webline, but missed with his vision still blurry and the strand flailed, resulting in Sandman grabbed his leg and slamming him on the ground. The hero groaned and rolled to the side as Sandman was about to crush him. Peter flipped to his feet and breathed in heavily. The webslinger held his side and groaned. Spider-Man punched Flint's chest, but his fist went right to his body.

"Aw, what's wrong Spider-Man? Shoe on the other foot?" mocked the Sandman.

Peter blinked, 'Yeah, I'm pooped. So sorry if I'm not in my right mind, Marko. This whole sand thing is throwing me off even more.' he was then launched by Marko, hitting a wall. "Agh!" Peter screamed. The boy's eyes closed then snapped open upon feeling his Spider-Sense blare. Spider-Man backflipped and barely dodged Sandman trying to crush him with a giant palm.

As Spider-Man jumped, Marko grabbed his foot and tossed him aside, causing him to dent the side of a truck. "This is for all the times you caught me and O'Hirn. Feeling pretty weak now, huh? I've heard no quips or anything!"

"Yeah, I'm kind of tired. So I'm not in much of a quipping mood." Peter explained, rubbing his head. "So what's the deal? Made a deal with the boogieman or something? It's not everyday I see a crook with the powers of a bedtime story monster."

Sandman smirked, "Like it? The Big Man did this!"

Spider-Man's lenses narrowed upon hearing that name, "The Big Man? Should've known Tombstone had a part in this, but this seems way out of his league to do by himself. Who else was there?" he asked.

Flint shifted his eyes side to side suspiciously, realizing he may have spoiled too much already, "Oh uh, that's not important."

Peter stood up and extended his arm and said, "If you insist. Activate Web-grenade."

However, when he pressed his fingers down, he was met with the sound of an empty web cartridge. "Ah crab baskets." he muttered under his breath. 'Now I remember why I was jumping across rooftops. I really am out of it today.'

Sandman laughed, "Run out of webbing?" he stretched his hand and morphed it to hold Spider-Man's entire body. "Here! Let me give you a lift!" Peter struggled in Flint's sandy grip, the silicon proving tougher to escape from than he expected.

Then, Sandman threw Peter into the air. Spider-Man flailed his arms and legs while in midair. 'This is one way to get a wake up call!' he reached into his belt hidden under his costume and placed a cartridge in his web shooters, able to swing onto the side of a building in order to avoid becoming a street pancake. 'Alright. What do I do? He's untouchable and barely solid!' he paused, 'Wait... Solid. I may have a plan, I just need to hope it works.'

Spider-Man flipped down and heard sirens in the distance, dodging another one of Sandman's punches. He needed to be quick. "Yo, Mister Sandman! Catch me if you can!" he teased, running away.

"Hey, get back here! Where ya goin'? I was just startin' to have fun!" Flint yelled, morphing half his body into a pile of sand to try to catch up faster. Spider-Man leaped and started web-swinging. 

Peter turned left at an intersection, shifting his swinging to keep going faster. Sandman nearly reached him, but Peter raised his legs at the last second and kicked the limb down. The hero yawned, "Almost there." he shot another webline and used his navigator on his lenses, 'Bingo. Just a block away.'

"Huh?!" Sandman nearly gasped.

The destination was a construction yard. Spider-Man crouched down when he landed. "Okay, Marko. Bring it on." said the webslinger groggily. 'I hope I know what I'm doing. Last thing I need is a sandy grave. My corpse would chafe and that would be really uncomfortable.'

Sandman laughed, "Ya kiddin' me? This is exactly the kinda spot I needed!" he morped his hand into a mace and swung at Spider-Man, his sixth sense proving fruitless as he was too tired to react. Peter was flung a few feet and slid on the sandy ground. However, that ground brgan to give way to a giant palm and it caught Spider-Man in its grasp, causing him to choke for air.

Morphing his body around, Marko made it so that his right arm had Spider-Man pinned while his body rematerialized. "Come on, Spidey! What was the big plan here? You never needed one against me before." he called out. "Think about it. Now I'm the one that gets to leave you hangin' on a string with a note! Consider it payback!"

"P-Payback?!" Spider-Man gasped and coughed, "Come back to me with a more tragic origin story."

Sandman gritted his teeth and threw Spider-Man, "Shut up!"

Peter's back hit a support beam, causing him to gasp for air as he lost his wind. "Crap..." he muttered, collapsing to his knees. Sandman came towards him, and Spider-Man's lenses widened, readying a strategy. Once Flint was close enough, Spider-Man said, "Let me show you what I have in store."

Suddenly, he grabbed the support beam that was behind him, lifted it ith ease and flipped forward, slamming it directly onto Sandman's head. But all he did was shrink down and reappear right next to it, looking more unamused than anything. "Wow. You really lost your touch, Spider-Man. I was hopin' for more of a fight outta ya."

"I'm trying here." Spider-Man admitted, using Sandman's head as leverage to bounce over his shoulders. He tried swinging for a punch, but missed, resulting in him getting decked in the chest. Peter rolled and got his bearings in midair. "See?" he slid on top of a cement truck, trying his best to avoid the strange sand tentacles trying to grab him. "Whoa, Flint! I didn't know you were into that kind of stuff!"

"Quiet!" Sandman growled.

In an effort to make a getaway, Peter webbed up Sandman's face, actually covering it enough time to get a moment to breathe. He used his night vision visor to get a better look at his surroundings and shook thr cobwebs out of his head. 'There. A cement mixer. I just need to lure him over there. Knowing this guy, that should be a piece of cake.'

Spider-Man dived down and said, "Hey, Sandy! You think you're tough?" he let out a quiet yawn. "How come you haven't beaten me yet?"

"I-I'm tryin' alright?" Sandman hissed in annoyance. Peter's mask lenses narrowed.

Sandman swung downward, allowing Peter to jump, pressing his palm onto his enlarged arm. Spidey tried to punch Marko's face, but he absorbed the hit as Peter's fist barely grazed his head, and caused Peter to take a hit of his own. Luckily, Spider-Man fought through the pain and kneed Sandman in the face, causing him to appear behind the sand-based shape-shifter. "This is still strange."

Running ahead, Spider-Man's Spider-Sense warned him that Marko was about to attack. Luckily, Peter was ready this time and jumped and he shot web-line forward to zip onto a support beam. But he missed again and as a result, fell flat on his face. "Ugh..." he felt something wrap around his leg and then Spider-Man found himself lying on his back. Painfully he might add.

"It's over, Spider-Man!" Sandman boasted. "Now I win for a change!"

Peter groaned and looked up, seeing that his foe was standing below the cement mixer. Peter raised both arms, shooting two web strands that collided with the lever. "Sorry, Marko. But my streak against you has yet to break!" after he said that, he pulled on the webbing.

"Huh?!"

Cement fell onto Sandman's body, hardening upon contact, meaning that he was unable to shift any part of his body. "No!" he screamed before having his entire body stiffened by the cement.

Standing up, Peter looked around, "Alright. Gotta find a paper and pen to mention giving him a supervillain cell." he paused as he scratched his back, arms, and legs, "...And I should probably head home to get rid of all this sand before going back to the Lizard search. It's rough, coarse and gets everywhere."

After writing his note, Spider-Man began swinging towards home, thinking things over while scratching his arm, starting to feel uncomfortable, 'Marko got an upgrade from Tombstone and whoever's working for him to stop me. No doubt some other goons probably got the same treatment. Knowing my luck it's probably gonna be O'Hirn.'





Peter had finished cleaning his costume once he returned to his room, ready to leap out for the night again and continue his search for Curtis wherever he may be. However, his door creaked open. Turning around, Peter saw his aunt standing there, looking rather unamused. The boy removed his mask, "May?"

"Peter... Are you okay?"

"Y-Yeah, I am." lied Peter, sitting on his bed. "Just had another run-in with Marko."

May frowned, "Come on, Peter. I know when you're lying. You've been acting off for the past few days. Is this about what happened with that Lizard?"

Lowering his head, Peter replied, "Yeah..."

Taking a seat next to her nephew, May said, "I can tell when something has you upset. Jameson is already writing reports about you raiding sewers and being working with the Lizard for a secret reptile invasion. Can you at least tell me that's not true?" she tried to lighten the mood, hoping to find out what has Peter so upset.

Peter shrugged, "I am going in the sewers. But that's only because I'm looking for him."

May wrapped an arm around Peter's shoulder, "This seems to be upsetting you more than usual though. You've been out there later than normal. I'm worried, Peter. Worried that you're trying to push yourself too far."

"It's because he didn't deserve this, May. The only reason why he became the Lizard is because I was there. That robot, whatever it was, did something to him. He wasn't like Vulture where he turned to being a criminal, Curt didn't ask for this and doesn't want to be the Lizard. He was perfectly fine with his life." the boy explained as best he could.

Peter choked on his words for a moment before continuing, "I-I went to get the cure for when I did find him. I was already upset about losing him, but... seeing Curtis' family look so sad about losing him tore me up inside even more. Eddie looked me in the eye and said that I wasn't a hero for messing up like that. And maybe he's right."

"Don't ever say that."

The boy's eyes widened, "Huh?"

May said, "Peter. Everyone makes mistakes. It's what makes us who we are. Even Captain America and Iron Man aren't as perfect as you'd like to believe." she continued, "It's hurting me to see you trying to put the whole world on your shoulders when you don't have to."

"I have to look out for the little guy! It's what I promised Ben--"

Peter's aunt cut him off, "And he's proud of you. As am I. It took a lot for me to not ground you on the spot for lying to me about this. But you showed that you're responsible enough to take care of yourself out there. You're always thinking of helping others. That's why I've been more lenient towards this than I should. But pushing yourself to the point of exhaustion like this is something I won't let happen."

The boy blinked, "Alright... I just, y'know, I can't give up on him."

May pleaded, "Please, Peter. Just... If you have to search for him. Don't do it so late. Please come home earlier at least. You can't be sleeping in school everyday until you find him. You don't need to place this burden on yourself like this."

Peter sighed, "Okay... I'm sorry for worrying you so much, May. I'm just trying my best."

The two embraced in a hug, "I know. And I couldn't be any prouder to see how much you've matured."

The boy smiled softly, "Thanks Aunt May."

Releasing their hug, May stood up and walked to the door quietly saying, "Someone has to make sure you keep yourself from overexerting." she teased, "Now get some sleep please. You have school tomorrow." she added.

Once his bedroom room door closed, Peter mused, 'I guess sleeping things off for a night wouldn't hurt. I should probably shower off all that sand though.'





The Next Day...

The final bell of the school day rang and Peter was already on his way out the school door, 'Man, I needed that night of sleep! I feel better than I have in a while. I should text Ned and Trixie that I'm gonna be out Spider-Manning for a bit.'

He had his palm ready to open the door once he grabbed his bag and left his locker, but he heard a voice.

"Hey, Peter."

Turning around, Parker saw a familiar girl with yellow and red hair. He blinked, "Sunset? What's up?" This certainly was a surprise to say the least. He wondered why she was calling for him.

Sunset pointed behind her, "Can we talk about something for a moment at the back of the school?" she wondered.

The boy scratched his head, "Uh, sure. Whatever. Is it magic related or something?"

The fiery haired girl frowned, "Something like that."

Parker shrugged, "Alright then. Not sure why you need to talk to me of all people though." he followed his friend. Well, at least he thought they were friends. Peter at the very least knew she wasn't an enemy.

Once they were behind the school away from everyone, Peter folded hid arms, "Okay, so what's this about? Is Flash Thompson planning a prank you're in on?"

Sunset blinked, "No. I want nothing to do with those. That's not why ai wanted to talk to you."

"Well then, what is it?" Peter questioned.

"Technically, there's someone else I want to talk to..." revealed the Equestrian girl.

Raising a brow, Peter asked, "And who would that be?"

"...Spider-Man." finished Sunset.

The boy blinked hard. Unable to come up with an audible response. He sighed, 'Aw breadcrumbs.'