|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. The young heroes find Sandy's "brother" Flint, who claims that Sandy is 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. Sandman forms a sand labyrinth for Spider-Man and his team to maneuver around and attacks them. Power Man finds hieroglyphics, which reveals 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 to fight Spider-Man and his team. 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 Fury's agents, who wants them at the Helicarrier for a full scrub-down. Fury explains the reason he dropped Sandman on the island was because no prison could successfully contain him. Having stowed away in Spider-Man's outfit, Sandman forms in the Quinjet and freezes the controls. Upon landing in the Hudson River, Spider-Man and his team attempt 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.