Peter Parker has begun to feel secure in his life and plans to propose to Mary Jane. While Peter and Mary Jane are on a date, a small meteorite crashes nearby, and an extraterrestrial symbiote attaches itself to Peter's moped. Meanwhile, escaped convict Flint Marko falls into a particle accelerator that fuses his body with the surrounding sand. The result allows him to shape shift at will, becoming the Sandman. Peter's best friend, Harry Osborn, who seeks vengeance for his father's death, which he believes Peter caused, attacks him. During the scuffle, Harry injures his head and suffers from partial amnesia, making him forget his vendetta.

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