The secrets of the alternate Uncle Ben begin to be revealed, but not before the Sandman attacks!
On Riker's Island, the Sandman infiltrates the prison to free a man, Floyd Baker, that he claims is innocent. The guards are prepared for the Sandman and blast him with high power water guns. Sandman has no choice but to flee down a drain.
Spider-Man (in his black costume, for some reason) continues to be on the run from the authorities. The next day, as assistant PE coach, Ben Reilly, he can barely stay awake. Flash Thompson catches him dozing off in his office and confronts him. Flash discovers that Ben is really Peter and offers his couch to Peter. Peter jokingly asks if his offer is so he can collect on the reward against him. Flash insists that with all that Peter has done, this is worth the risk of aiding a wanted man. He also tells him to take the rest of the day off. As soon as leaves, Flash makes a phone call saying he has something that is going to give a big payoff.
As Peter ponders over the decision he made to reveal his identity and the pain he's caused his family, the Sandman arrives in Flash's apartment. Ready to fight, Sandman tells him he needs his help. He tells Peter about his father being framed for murdering a homeless man. He broke into the DA's office and says the whole file was bogus. When he sees a picture of a young Peter with Aunt May and Uncle Ben, Sandman says that that man was the one the DA says his father shot.