At the beach, Spidey meets Teale Hunter, the production manager for the Spring Break beach party and they strike a deal. Spider-Man reluctantly agrees to partake in some of the activities by pretending to be a regular celebrity guest so as to not alarm the partygoers. In exchange, he is given full access to all the amenities and cooperation from the Sonic TV staff. Meanwhile, it is revealed that the sand is capable of sentient thought as it reminisces about obscure parts of a previous life such as being in prison and possibly having killed somebody.

Teale puts Spider-Man to work by having him judge a bikini contest. Then he's off to some sort of "Jerry Springer" show knockoff followed by a show reminiscent of "MTV's Jackass". A short time later, a very frustrated Spidey is just about to pack up and leave when Maria Kelly's show is interrupted by a giant sand tidal wave that swallows every spectator along with Maria. Our hero decides to stay after all. This is where this issue picks up.

ACT 1: Immediately Sonic TV spokesmen are trying to cover up the story and are trying to fight anti-beach sentiment with a series of public education announcements aimed at the nation's youth. Meanwhile, Spider-Man and members of the Sonic TV crew are working around the clock, digging out partygoers who were swallowed by the beach at the Maria Kelly's concert. Elsewhere, the "sand creature" seems to once again be experiencing sentient thought as it reminisces parts of Johny Waterlog, Tiffany Gibson, Crisqo and Maria Kelly's lives. Having these four celebrities (unwillingly) sharing his subconscious with him enables the "sand creature" to take human form. As it transforms, the "sand creature" is revealed to be The Sandman.

ACT 2: Meanwhile, back at the Sonic TV Beach House, Teale rallies everybody and tells them that Spider-Man and her are doing everything in their power to ensure the safety of everybody. Suddenly, there is a knock on the door. Lynny, one of the celebrities, answers the door and comes face to face with the newly reformed Sandman. He quickly shuts the door and alerts the others, just as the Sandman begins to flood the house with sand. Fortunately, Spider-Man manages to get everybody out of harm's way. Sandman now approaches Spidey and the two foes get ready to fight but just as they do, Rico, a celebrity that resembles Enrique Iglesias, jumps in front of Spidey and yells at the Sandman that he will have to go through him to get to Spidey. In one swoop, the Sandman swallows Rico whole. He then reveals to Spider-Man that ever since he fell down the sewer drain, back in Peter Parker Spider-Man #22, he ended up on the beach where his ego was shattered and spread out all over the beach. He explains that he could have been trapped there forever but his subconscious was attracted to people whose self-image was healthy, thus he began absorbing the massive egoes of the missing celebrities and it helped him put himself back together. Spidey interrupts his story and whacks him in the face. The collectiveness of the celebrities feels the pain of the blow but not the Sandman. The fight continues for a few more pages and Spidey cannot stop the Sandman from absorbing more celebrities. The Sandman starts to have a hard time to control all of the conflicting personalities of the celebrities he's absorbed. Teal realizes that and comes up with an idea. Spidey continues to fight the Sandman while trying to protect the other celebrities by bruising their egos so that the Sandman might not be able to absorb them. Unfortunately, that doesn't work and he absorbs them regardless. Teale, who had disappeared, returns with a truck full of celebrities and entices the Sandman to swallow them. The Sandman swallows them all but the clashing of all the personalities drives him crazy and he explodes, setting free all the captured celebrities. In the aftermath of all this, Spider-Man is asked if he has anything to say, Spidey replies that "in the end, life's a beach".

ACT 3: Later, as Spidey is about to leave, Teale shows up and tells him that for once, he actually got all the credit for stopping the "evil beach" and that he should enjoy some fame and irresponsibility. Spidey replies that he has already gotten his shot at fame and that the cost of responsibility is a little too high for him.

ACT 4: Later that night, as Peter/Spider-Man returns home, he starts watching Sonic TV again and finds that celebrities are now using his "life's a beach" quote to promote Carnivorous Beach Awareness. Spidey rips the cable right from the wall and just lies on the couch. The End.