SPOILER ALERT! IF YOU DIDN'T SEE SPIDERMAN 3 YET AND YOU DON'T'T WANT ANY IDEA OF WHAT HAPPENS, THEN DON'T READ:

"I never wanted any of this to happen."

He stood in front of Spiderman, his arms hanging limply at his sides as he stared into the face of the nephew of the man he had killed two years ago.

"Everything just…got out of hand." He said with a sigh and a slight shake of his head now. He looked away from him for a moment now and as he stared out into the crowd of people standing around and staring at the site of the massive battle; he thought about what had happened to bring him here in the first place.

It had all been that bastard Venom's fault! Flint Marko; now known as the Sandman, never wanted to kill Spiderman in the first place. He just wanted to put him out of commission for a while so that he could steal enough money to get the treatment his daughter needed to get better.

i Penny… /i

He had slammed Venom in the chest with one large hammer shaped fist when he saw that it was Spiderman and he was about to move on when he started to make his proposal about getting rid of Spiderman.

"So what do ya say, huh?" he asked, smiling and showing off sharpened fangs in his "normal" mouth. "You help me kill the spider and then you can be able to steal as much money as you need for your daughter."

"Listen, pal! I don't kill people!" Flint snapped angrily. "You'll have to find someone else to help you do that!" With that he turned his back on him and started to walk away, his hands balled up into fists as he became angry at the idea of someone hiring him to commit murder.

He wasn't a killer…not on purpose he wasn't.

"Hey, no problem! If you don't want to help me kill the spider, fine! No skin off of my back…"

Something was tossed over Flint's head and when it landed on the floor in front of him with a metallic clatter; he was forced to stand where he was and stare at it in horror.

It was a child's crutch; twisted into a pretzel shape.

Flint whirled around then as his fists turned into a large hammer and a spiked mace but they soon melted back into normal hands when he saw his daughter standing in front of Venom.

"Daddy…Daddy, I'm scared." She whimpered softly.

She was leaning heavily on Venom for support, but he had one hand transformed into his claws and they were resting gently against her throat.

"I said no skin off of MY back." Venom said with a wicked smile, one claw teasing the flesh on her throat for a moment. "But I'm sure your daughter will spare me some of hers."

"Daddy…"

"Let her go." Flint said, his eyes going from him to his daughter in rapid succession; trying to calculate if he could grab her and run for it or now.

"If you're wondering about your ex? I ate her brains." Venom said suddenly and he laughed at the horrified look on Flint's face. He then made a show of licking the fingers on his normal hand for a moment, his lips making a popping sound as each finger slid from his lips with a wet smacking sound.

"They were delicious! But I wonder…" He rested his clawed hand on top of Penny's and he made the girl cry out in soft pain as he lightly pressed his claws into her flesh.

"Do you think your daughter's will taste better? I mean, veal is delicious compared with adult beef and all…"

Flint was defeated then and he sadly looked away from him.

"I'll do it." He muttered.

"I'm sorry, what was what?" Venom asked, cupping his hand over one ear and leaning forward.

"I said I'll do it! Just leave my daughter out of this!" Flint snapped at him now.

"I thought so." Venom said with a nod and a smile as he looked down at Penny and picked her up.

"Did you hear that, sweetie?" he asked the terrified girl. "Your dad's going to help me kill Spiderman!"

Penny looked over at her father for a moment and Flint found that he had never felt more helpless in his life than in that moment in time.

When they were setting everything up for the battle, Venom had made a large cocoon around Penny and left it off to the side and when he caught Flint eyeing it, he turned on him and gave him a smile, his long tongue lolling out of his mouth, dripping green acid for a moment.

"If you come to get her before the fight is won…I'll hunt you down and make you watch as I eat her brains bit by bit…keeping her alive the whole time!" he had threatened him.

While Venom was getting his ass handed to him by Spiderman and his friend the New Goblin; Flint had gone down at once and ripped through the cocoon, smiling down at Penny tenderly as he gently wiped away her tears.

"Are you all right, honey?"

"Can we get out of here, daddy?" she asked softly, looking around at all of the destruction in confusion.

"I can't."

She looked up at him with hurt eyes now.

"But why not?"

Flint sighed softly, looking up to where the battle was still raging on. He then sighed and shook his head for a moment as he went down on one knee in front of her, resting a hand on her shoulder.

"I've got to go and take responsibility for everything that's been going on here. Do you understand that?"

"But it wasn't your fault! It was Venom's fault!"

"Honey, do you remember why I was gone for two years?" he asked with a sigh, silently praying that she didn't.

"Mommy said that you killed someone."

Damn.

"I've got to go and clear up what happened then all right?" he asked her. "Until then, I need you to go to the police so that they can take care of you, all right?"

"I don't want to leave without you."

He gave her a weak smile then and he held up his hand with the silver locket wrapped around it.

"You'll always be with me, honey." He promised. "And I'll always be with you. Will you remember that?"

"Yes, daddy."

"Promise?"

"Promise."

He wrapped her in his arms for a moment and he kissed her forehead for a moment before resting his chin on her head for a moment before he then took control of the sand around the construction site and made it form into a crutch for her to use.

"Now go straight to the police and tell them to take you to your grandmother." He urged her as he stood up then. "I love you, Penny." He said softly then.

"I love you too, daddy."

"Is that what you thought when you killed my uncle in cold blood?" Peter demanded softly; too weak from the fight to muster up any real anger.

"That was an accident." Flint said softly as he looked back at him. "I only wanted to steal his car to get away when my partner came back with the money…but instead he stood there and told me to put my gun down and just go home. I…I was going to when…"

For a moment the memory flashed back then and his hand hurt as if he had just pulled the trigger on the old man in surprise.

There was a pause then as the story was finally out and Flint stood there quietly; waiting to see what would happen now.

"I forgive you."

He was surprised by this words and he found himself looking at Spiderman in disbelief until he saw how serious he was about this.

A small smile touched his lips then and he nodded slightly.

Forgiveness was a very powerful tool in the end.

A strong wind began to blow and with that Flint let go and allowed his body to shift back into a pure sand form. He blew off into the wind then and soon steered himself; flowing after a police car that was currently leaving the scene of the battle.

Penny Marko was sitting in the back of the police car, looking out of the window sadly for any sign of her father.

"Are you sure that your grandmother is going to be able to take care of you?" the officer asked her as he drove.

For a moment she didn't feel like answering, but she gasped softly and stared in awe as a large gust of sand seemed to float beside the back window of the car and for a moment she saw her father's face in the sand and she smiled warmly as she pressed the palm of her hand onto the glass.

"I'm sure."