Spider-Man's long-time villain, The Sandman, has made an enigmatic return. Last seen as a sentient beach, the consciousness of William Baker seems to be splitting off into separate bodies. This bizarre turn of events has given birth to not only a dim-witted, "good" version of The Sandman, but also his "inner child", not to mention the grotesque monster seemingly saddled with Baker's more carnal aspects. As Spider-Man tries to track the evil Sandman with the "Good" and "Child" versions in tow, they discover there may be one more aspect of Baker's personality dying to get out: a female version of The Sandman.

ACT 1: The story opens up with the evil Sandman attacking an innocent dog-walker and kidnapping his three dogs. The story switches to Spider-Man who, along with the good Sandman, the child Sandman and the female Sandman, tries to figure out exactly what is going on. After talking one-on-one with the female Sandman, Spidey realizes that each manifestation of the Sandman is in fact a different aspect of his personality: his "good" side, his "evil" side, his "inner child", and his "feminine" side. Having said that, the four of them jump in a cab and start searching for the evil Sandman.

ACT 2: Soon enough, they find the evil Sandman, who, using the kidnapped dogs, which he has turned into sand-dogs, makes their cab crash into a hydropole. As they escape the cab, the good Sandmen confront the evil Sandman. As the good and evil Sandmen battle it out, child Sandman manages to subdue one of the sand-dogs and as a result, transforms into adolescent Sandman. The female Sandman jumps in between the good and evil Sandmen and breaks up the fight. She then merges with the evil Sandman to try and make him feel emotions. The evil Sandman, feeling all that compassion and all those emotions rushing through his body, willingly absorbs adolescent Sandman and a new child Sandman that he somehow created a second before. With all three Sandmen in his body, the evil Sandman somehow calms down and starts to sound more like the normal Sandman used to. The good Sandman, however, doesn't want to merge with the reformed-Sandman, saying that he wants to be good, that he wants to be perfect. Spider-Man tries to convince him to join with the reformed-Sandman but the reformed-Sandman disappears before the good Sandman can make up his mind. As soon as he disappears into the beach, Spidey turns around to talk to the good Sandman but discovers that all life has left him and what's left of him crumbles to the ground.

ACT 3: A short time later, Peter visits Flash Thompson at the hospital and explains that the good Sandman probably didn't even exist and that it was probably just a form of the Sandman's ego. He goes on explaining that just like every villains he's fought in the past, the Sandman was not different. The Sandman, like all of them, has no good side to him and will never admit to defeat, admit that he is wrong. The next day at Jones Beach, the Sandman resurfaces and tricks a fruit stand owner into giving him free oranges.