Long days at Midtown High and even longer nights patrolling the streets of New York as Spider-Man are taking their toll on Peter Parker. Formerly an enthusiastic student, he now regularly misses homework assignments, receives poor grades and falls asleep in class if he even shows up at all. When escaped convict Flint Marko turns up at the school to win back his ex-girlfriend Peter's science teacher Ms. Pranfree and turns into the menacing monster known as the Sandman, Peter must find a way to change into Spider-Man without revealing his secret identity!