Spider-Man and Sandman race, unknowingly against the clock as the time of execution for Sandman's father has been moved up under the suspicion that the pair may try to break him out. Using the helmet left by the Spider-Man from 2211 when he died, they track the real murderer to the school in which Peter taught Science. But as the minutes slip away, can they apprehend the murderer in time to save an innocent man?