It had been a few days since the oil tanker explosion and Sandman's death. Crime rates seemed to have been at an all-time low. Chocolate eyes gazed down at the city behind a crimson mask. The young teen had a lot on his mind and right now he could think it all out without any distractions. The teen just couldn't get the notion that Sandman was still alive to escape him mind. At first he thought that that was the end for Sandman, but after a while, he wasn't so sure.

A familiar tingling went off. His spider sense told him someone was there behind him but it didn't pose a threat to him, yet.

He turned around. His brown eyes met Sandman and he knew that nagging little voice was right. He was still alive.

The teenager hesitantly spoke up to break the slightly awkward silence. "Th-There's been something on my mind."

Sandman spoke up, "Why I saved you?" It didn't sound like a question but more of a statement of confirmation.

"Yeah. Why did you same me?" Spidey said, struggling with his words and the awkward atmosphere.

"I guess it's because I never wanted anybody to be killed," he replied, his eyes gazing at the ground.

"But you've tried to kill me before with your buddies," Spider-Man replied with a hint of sarcasm in his voice. He continued, "And that explosion could have easily killed me."

Sandman sighed, "I honestly don't know why I saved you, but I actually came here to tell you why I might have."

Spidey looked at him. "Go on."

"Nobody knows this," he started out reluctantly, he bit his lip and let out a breath, he put his hands in his pockets, "but I have a son."

His jaw dropped. "What!"

'Sandman is someone's dad?!' the young teen thought.

"Yeah." Sandman let out a shallow laugh. "He should be around sixteen now."

Spidey saw the look of hurt and sadness on the older man's face.

"Who's the lucky kid?" the teen asked, innocently.

Sandman looked down again, then back up to meet Spidey's eyes. "I honestly don't know a thing about him, or if he's even alive." Sorrow coated his voice as he spoke.

'What happened to him?' the web head thought.

Concern coated his voice, "What? Why do you think that?"

Sandman thought about it for a second, signs of a mental debate shown clear on his face. He finally spoke up, "It's a long story."

Letting his curiosity get the better of him, the young hero replied, "I have time, and I don't hear any alarms going off."

He slightly shook his head and a smile appeared for a fraction of a second. "Well, I went to Midtown High School back in '92. I was a football player back in the day."

"Not that hard to believe," the teen commented.

"Yeah, and there was this girl. She had blonde hair and these bright, beautiful green eyes. Her name was Mary. There was this party after a game. Let's just say there was alcohol there-"

"I get it," Spidey interrupted, not wanted to hear the details.

"So about a month later, I was going to throw a major football game for some money. After the game, Mary came up to me and said she's pregnant. A moment later, my principal says that he found out about me throwing the game. Long part of the story short, I got arrested for 5 years. I got out and had to go to an airport. I actually ran into Mary. She was with a blonde guy named." He paused for a moment to try and remember his name. "Oh yeah, his name was Richard. Well, I ran into her, she had our son with her. She told him to go with his dad, and by dad, I mean Richard, but he stayed. He was looking through her things."

Spidey stiffened up.

"She said that the boy's dad was Richard, not me. I asked her that if he's Richard's, then why isn't he blond or has blue or green eyes. She says that she did a DNA test, but the results hadn't come back yet. I continued to ask questions and she got mad and said that she was going to miss her flight. Mary and Richard boarded the plane with another couple and left the boy with an older couple. I found out that that plane she was on crashed, and that no body on it survived."

Spidey was still stiff. "She was lying," He whispered.

"About what?" he asked, hearing the comment.

"The test results," Spidey said, quietly.

"How do-?" he asked, anger, hope, and surprise came out in those two little words.

"Your real name isn't Flint Marko, is it?" Spidey asked, with resentment forming the question.

"No. It's William Baker. I changed it when I started a life of crime. But how would you know that?" Sandman's eyes went wide. "Do you know who my son is?"

"Well, your son, the day he went to the airport, saw the papers confirming that William Baker was his father." He attempted to hide the spite in his voice.

"How do you know this?" Sandman once again asked with anger, hope and surprise.

'Saved by the bell,' Spiderman thought as a nearby alarm went off.

Sandman moved in front of him his face reflecting imperativeness and frustration, once again asking slower and fueled with anger, "How do you know this?"

"I'll tell you in minute," he spat out, before leaping off the building.

Sandman stood there for a few seconds, then followed the red and blue clad hero.

"So you're saying Sandman helped Spider-Man?" Captain Stacy asked with a lot of doubt at what he had heard.

The store owner nodded. "That's right. I guess after the oil tanker thing he must of changed sides." He shrugged and walked away.

Both males stood on the building top with arms crossed. Their eyes glued to each other, waiting for the other to make the first move.

Once again the teen broke the silence. "Does it really matter?" he asked sounding upset, "Who your son is, I mean?"

"Of course it does!" Sandman spat back, the look of hurt apparent on his face.

He uncrossed his right arm, his index finger pointing up. "Look at it from his perspective. The kid finds out that you're his father. He's not only going to be upset with the fact that you're not only a criminal, but a super villain by the name of Sandman!" Bitterness was thrown at the older man. "Not only that but think about this! He doesn't have a mom! He probably doesn't have anyone else either! This is probably the first time you've ever brought your son up to anyone! Is that right?" He let out an angry laugh.

His eyes narrowed. "So what if it is!" he shouted back.

"He's going to be upset with the fact that he NEVER knew who his father was until now! He probably knew that his father was William Baker, but it was nothing more to him than a name!" Rage fueled his words as he struggled to keep the tears back.

Sandman was taken back at what the web freak said. He actually was making very valid points. And he- wait, does it sound like he's trying now to cry?

His voice was getting louder and the anger was making Sandman flinch. "He probably thought that his father never wanted anything to do with him! You never once tried to find him either! Am I right?" Again he let out an anger filled sigh.

He opened his mouth to reply back but was interrupted. "If you really would have cared about your son you never would have stopped looking for him!" He was screaming as loud as he could, his throat burned at the strain. "Instead, you just kept on looking for your big score! You never mentioned that after that plane crash you tried to find out that I was alive!"

Spider-Man instantly froze after realized what he just said. He just stared at Sandman with wide eyes behind his mask.
Sandman stared at Spider-Man with shock and horror.

"W-what?! No…no, you can't be my son!" He just prayed that it was just a silly little slip up and that he was venting his son's emotions for him.

That reaction caused a thought to pop into the teen's head. 'My dad really doesn't want anything to do with me, does he?' That thought triggered a stream of tears.

He quickly turned around and webbed off.

Sandman sunk to his knees. "Oh my God. Spider-Man really is my son," he whispered to himself.