Ultimate Spider-Man Vol 1 160 Textless

Expanded History

Losing Parents & Adoption

Before Peter was born, his father, Richard Parker, was a scientist who was working with S.H.I.E.L.D.. In Ultimate Origins, it was revealed that Richard Parker was researching with Dr. Henry Pym, Bruce Banner, and Dr. Franklin Storm Sr. to reverse-engineer the super soldier formula for S.H.I.E.L.D. (based on Nick Fury's genetic sample). Banner mistakenly believed he solved the formula and tested it on himself for credit (believing S.H.I.E.L.D. would take away his success). Unfortunately, the process transformed Banner into the Hulk.

At the time, Richard went to see his wife and baby Peter right outside the research facility. Banner just transformed into the Hulk and destroyed the facility. The explosion and decimation injured Peter's parents, but they survived the ordeal. Baby Peter survived after his mother shielded him from the blast. Hulk's humanity only awakened after seeing baby Peter and reverted back to Banner. Fury had Banner arrested.

Richard Parker and his partner, Edward Brock Sr., was working on a new scientific marvel for Trask Industries, but their project wasn't going well. Desperate to get funding and recognition, the Brocks and the Parkers took a business flight trip to continue in hopes to find a way to finish their project when the plane crashed and killed everyone. The authorities later had Peter sent to his closest relatives, Aunt May and Uncle Ben.

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Following the death of his parents, Peter was raised by his Aunt May and Uncle Ben in Queens, New York. Ben and May never had a child (unclear if it was a life choice or inability to procreate); they raised him as their own son. Peter grew trying to learn more about his father through his incomplete science projects. It was his way of understanding him even though he didn't remember him. Being a child prodigy, he didn't have many friends. His only true friend was his neighbor Mary Jane Watson (MJ). They were best friends ever since childhood.

Being one of the smartest and most academically achieved students in school, Peter was your classic nerd. He was constantly bullied and hazed by Frederick Thompson (aka Flash) and Kenneth McFarlane (aka Kenny or Kong). The entire basketball team harassed him and caused him no end of difficulty for laughs. Only Harry Osborn (a classmate) ever defended him and tried to support him. It's also because of their mutual respect that they became good friends.

Becoming Spider-Man

Peter Parker gained his powers on a high school field trip at Osborn Industries, Inc., where he was bitten by a spider exposed to "Oz". Oz itself is an attempted recreation of the super soldier serum that made Captain America. Notes on the formula was given and contracted by the US government to Osborn Industries in an attempt to recreate the serum. Osborn's geneticists carelessly let one of the Oz-tested spiders to escape and it found its way onto Peter's hand and bit him. The spider nearly bit Mary Jane Watson as well, but she evaded and it was ultimately squished underfoot by Kenny Kong. Peter didn't know it, but the OZ-infused venom from the bite had mutated his DNA and his body began reacting to the new changes.

The transition was rough, he experienced nausea and exhaustion from the mutation process. The spider's venom, inter-mixed with Oz, imbued Peter with the proportionate powers of a spider. He gained superhuman strength, extra-sensory perception of immediate danger (spider sense), increased speed, increased agility, increased stamina, a healing factor, and the ability to stick/crawl on surfaces. In many ways, Peter became the next generation super soldier with additional attributes of a spider.

After resting a day from the bite, Peter already began showing signs of developing his spider sense and enhanced strength. Kenny attempted to kick him and he naturally anticipated Kenny and threw him to the ground. However, the mutation process wasn't finished, and he fainted from fatigue and was sent to the emergency room.

Uncle Ben and Aunt May met with Peter at a local Queens ER for tests to see if he was fine. Unknown to the Parker family, Norman Osborn had already dispatched an agent to trail Peter and monitor his mutation progress. To fool the hospital that he's healthy, his agent swapped his blood work for private analysis. Osborn had his scientist(s) analyze Peter's true blood sample and everything suggested that he's going to die. Fearing that Peter might become a legal liability, he sent his agent to kill him.

The following morning, Peter was on his way to school. The agent drove a black car and intended to make Peter's death look like a hit-and-run accident, but Peter's spider powers saved him again. His spider sense once again kicked in and he unconsciously jumped over the car, not once realizing he was a target for murder. After Osborn's agent reported what had happened, Osborn decided to let Peter live for extended observation; Peter shortly caught onto his own abilities.

After nearly getting killed by running car and performing a death-defying Olympic somersault over a high-speed car, he strongly suspected something is wrong with himself. As a prodigy biochemist, he had a simple lab in the basement of his home (remnants of his father's research tools). After researching about spiders and his own blood under a microscope, he developed a fair understanding what was happening to him; however he missed school for that day.

Because he kept his mutation a secret, his aunt and uncle had a fight with him as he unsuccessfully defended his reasons for skipping school. It was while in the middle of that heated argument that he discovered his fingers had stuck to the wall so tight that he ripped the paint out of the wall. After being sent to his room, Peter was curious about his hands and realized he can climb on walls.

Peter's mutation was still an ongoing process. While in school, he would have random spastic reactions to the mutation. Due to his ongoing change, Flash and Kenny continued to mock him, calling him a spazoid. With evolving abilities, Peter's courage and confidence grew as he realized he's powerful enough to beat all of his tormentors. He continued to keep his abilities a secret, but his frustrations grows greater against Flash Thompson. The final straw to Peter was when Flash attempted to court MJ. He threw a basketball at Flash's head for his unwanted advances towards her. While MJ was grateful, this resulted in Flash challenging Peter to a fight.

Peter began utilizing his new-found powers, allowing him to evade all punches from Flash. The fight ultimately ended when Peter blocked against one of Flash's punches. Peter's new strength was so great that he broke Flash's hand with a simple hand-block, resulting Flash's parents demanding the Parkers to pay restitution for medical fees and damages done to their son. Uncle Ben and Aunt May weren't happy for what Peter had done; they expressed their disappointment at Peter for raising his hand against another person. To Peter's dismay, he felt he was wrongly accused of an incident he didn't start and only rightfully acted in self-defense.

That very night, he woke up again from one of his spastic reactions due to his mutation. Curious to the extent of his own abilities, he snuck out of the house that very night and tested his abilities in an abandoned lot. Peter was pleased as he discovered his new-found gymnastic abilities and strength, great enough to effortlessly lift and throw an old car with ease.

The following day, Peter patched things with his uncle and Peter met with Harry for a personal tour of Oscorp Industries; Peter didn't realize it was a ruse to lure Peter into the company for a new DNA sample. While Harry gave Peter a tour, he was introduced to Dr. Otto Octavius. Octavius faked his concern for Peter's well-being and quickly pulled out a needle to abstract some blood for analysis. Shocked at what had happened to him, Peter ran away from Osborn's facility. Unknown to Peter, his blood was used to analyze his current mutation status. To Norman's joy, Peter's incident re-created all the results of the super soldier serum and more.

Norman needed the serum to save his company's finances and deliver Oz to the government. The gamble for insuring the future for Oscorp was too great. So impatient and over-confident that he could replicate Peter's mutation, he volunteered himself to be the next test subject in the next batch of Oz. Not long, a few days later, and unknown to Peter, Norman had Dr. Octavius reproduce the "same" process that created Peter's mutation; the process was a failure. Norman's mutation turned him into something else and the incident gave birth to Green Goblin and Dr. Octopus upon that incident.

Some time later, Peter, MJ, Flash, and Kenny all attended a wrestling circuit. The announcer promised money to whoever defeats The Invincible Crusher. Desiring the money to pay back his aunt and uncle, Peter decides to put on a wrestler's mask to challenge Crusher Hogan the following night. Peter jumped into the ring and quickly body slammed Crusher Hogan. He easily won the money and left the scene in a matter of minutes. He then faked a letter to his uncle and aunt, as an "anonymous" donation from the school, to pay back their expenses due to the Thompsons. Aunt May and Uncle Ben completely bought the ruse and accepted the money.

The following day, after showing some caliber against Thompson, Peter's coach had him join the basketball team as their new star player. Peter quickly rose to acclaim as he effortlessly out-scored the visiting team. After winning the game, Peter went straight to his secret wrestling gig. The ring announcer/manager was not pleased at Peter because he kept his identity a secret. Hating Peter's mask and simple outfit of a sweater and jeans, the manager gave Peter a brand new wrestler costume (the spider suit) and labeled him The Amazing Spider-Man. Unfortunately, his wrestling days were short-lived. The money from the collection box was gone, stolen, and Peter was blamed for the matter because nobody knows his identity. The wrestlers highly suspected him and ganged up on him; Peter was forced to retire his short career as a wrestler.

After being forced to retire his wrestling job, he returned home, only to find his family waiting for him. Uncle Ben and Aunt May confronted Peter over his dismal drop in grades. Ben and May presumed that his new-found jock life has affected his sense of responsibility over his academics and suggested ending his budding sports career. Unable to accept returning to his old life, he ran away in frustration.

While traversing over the rooftops, Peter was conflicted with thoughts over telling the truth to his guardians and even entertained the idea of coming clean to Norman Osborn. While thinking of a place to stay, Peter relented to the idea of crashing with Kenny. While on his way to Kenny's apartment, there was a robbery in progress and he was too self-centered on his own problems to care about a robber and let him off. He made it to Kenny's place and stayed there until he figured things out.

Peter later attended a house party with Kenny. Liz Allen had gotten drunk and held onto Peter just as MJ saw them. Mortified, MJ ran and Peter gave chase, only to encounter Uncle Ben. Ben wanted to understand the source of Peter's recent rash of behavior, but Peter couldn't explain himself. Ben then talked about Peter's dad, "He believed that if there were things in this world that you had to offer, things that you did well -- better than anyone else...things that you could do that helped people or made people feel better about themselves... well, he believed it wasn't just a good idea to do those things... Don't try to be something else. Don't try to be less. Great things are going to happen to you and your life, Peter. Great things. And with that will come great responsibility. Do you understand? Great responsibility." Peter could only react in sadness and anger, "My father, if he knew so much, then where the hell is he!?" Peter ran off to be alone and cried out his frustrations. While on a rainy rooftop, Peter resolved to tell his Aunt May and Uncle Ben about his Spider-Man identity, believing they would fully accept him no matter what. When he got home, there was a large police presence over his home.

Peter arrived home, shocked to learn his Uncle Ben has been gunned down by a robber. As Aunt May recounted what had happened, police had reports of the same robber hiding himself behind an abandoned warehouse. Peter runs off to confront his Uncle's killer and finds him in the warehouse. After disarming him and getting a good look at his face, Peter realized it's the very same robber he let off earlier. As the cops decide to send in a S.W.A.T. team to arrest the robber, Peter threw out the robber out of the window, having him tied and hung for the police to arrest.

The emotional revelation of his actions came in full circle. Peter realized it was his own selfishness and lack of responsibility that cost the life his beloved uncle. After Uncle Ben's death, in his name, Peter resolved to become a crime-fighter. For the first time in his life, Peter felt awakened and clear of the sort of path he must take: he walks the path as Spider-Man.

Attack of The Green Goblin & Job at The Bugle

After Uncle Ben's death, Peter refitted his Spider-Man costume. He modified the wrestler costume with a webbing pattern to extend the spider theme to his costume. Peter also perfected his father's adhesive formula and modified it as webbing; he installed a web shooting cartridge to the overall attire to grant himself web-slinging abilities. Due to his new-found sense of responsibility, he quit the basketball team (much to his teammates dismay) to extend his time as a crime-fighter; even though cutting off his extra-curricular activities, his time as Spider-Man often left him exhausted and dozing off in class.

While explaining his reasons for leaving the basketball team to Kenny, Harry Osborn makes a surprising visit after his own family's death (due to Norman's transition to Green Goblin). Peter expressed concern over his well-being until there was a sudden alarm of danger and followed by an explosion. Harry freaked and only told Peter that something is after him. Peter quickly changed into Spider-Man to investigate the explosion when he found a large green creature before him, the Green Goblin.

Spider-Man was attacked by Green Goblin and they engaged in combat. Spider-Man used hit-and-evade tactics to fight, but Green Goblin grabbed him. As Green Goblin took Peter outside (still holding onto him), Peter heard the creature spoke his name. Peter demanded to know Green Goblin's identity, but Normal kept himself quiet and threw Spider-Man to a 10+ stories drop while in mid-air. Peter quickly recovered and saved himself on time after spinning his own web net; he rebounded and continued the fight.

Green Goblin continued to fight Spider-Man as NYPD choppers began to give chase to both of them. They eventually brought their fight to the Brooklyn Bridge. Peter continued to asked, "How do you know me!?" Goblin remained silent on the matter and Police choppers eventually gunned down Goblin into the river. Peter wanted to rescue the fallen Goblin, but Police shot at Peter instead. Peter evaded the gun shots and returned back to school to check on his friends. When he returned, Harry claimed that the creature that attacked them was in fact Norman Osborn. Harry tried to explain that the incident that led to his mother's death was due to his Oz experiment, but Harry was restrained by the authorities.

Some time later, Spider-Man encountered a bank robber, the Shocker. Shocker attempted to attack Spider-Man with his sonic blasters, but Peter easily defeated him and made it to school. While in school, Kenny talked about the Bugle offering money for pictures of Spider-Man. Interested in profiting from his own exploits, Peter took some pictures of himself to get some extra money. When he met J. Jonah Jameson (JJ), he wasn't impressed at all with Peter's work. Because of JJ's cheap nature, he only offered $50 to pay for the picture. It was around this time that another employee at the Bugle frustrated over reprogramming their web site. After easily correcting the coded script, JJ offered a job for Peter to maintain the Bugle's site.

Taking Down The Kingpin

One night, Peter had a nightmare of his Uncle Ben's killer. Utilizing the Bugle database, Peter discovered his uncle's killer is a flunky of a larger crime syndicate, one belonging to a Wilson Fisk, the Kingpin. Unable to accept such a villain being free, Peter decided to take him down. In order to gather information about Fisk, Peter went after his Enforcers.

Spider-Man found Fisk's Enforcers and demanded information about Kingpin. Information came through easily than expected as one of the Enforcers, Big Man, had no love for Fisk. He told Peter about Fisk's gala fund-raiser in his office tower at Friday night. Just then, FBI agents came to bust the Enforcers. To the fed's surprise, Spider-Man was part of the group. The Feds tried to arrest Spidey, but Peter managed to escape. Unfortunately, news of him with the Mafia came quick. The following day, much to Peter's dismay, the Bugle accused Spider-Man of being in league with the Mafia.

Later in the night, Spider-Man headed to Fisk's office. While he was busy at the gala, Peter attempted to find evidence to arrest him, however, security cameras caught Spider-Man and Fisk intercepted him. Fisk personally attempted to wrestle down Spider-Man, but he evaded the attack. Fisk then dispatched Electro to finish the job. Spider-Man was ultimately incapacitated by Electro's bolts.

Fisk unmasked him, without knowing his name, and threw him over the building, however, Fisk kept his mask. Peter recovered in time to stick to the side of the building. He was seen by many at the main gala window, but apparently nobody cared as he continued to fall. Peter managed to safely return home, but he felt defeated and humiliated in the process. At home, he found Aunt May depressed. After much reassurance of his love for her, Aunt May admitted she greatly missed Uncle Ben.

MJ and Peter had made plans earlier for Saturday, but after surviving an electrical shock and thrown out of a building last night, he needed time to recover. Unknown to Peter, Big Man was killed. Fisk personally strangled Big Man and left Peter's mask on the dead body. Because of this, the police announced that Spider-Man was suspected of murder. Peter eventually learned of all this on the news.

In between school life and making amends with MJ, Peter got information about Fisk's security system by calling his security company and pretending to be a potential buyer. The company sent him a video of their system(s). Peter learned that all of their video feed was kept in a large data-bank. Peter decides to infiltrate the security data storage facility in attempt to find evidence against Fisk. Peter managed to find the data server and found the data disks that contained Fisk's murder, but not without resistance.

Fisk's Enforcers and Electro attempted to stop Spider-Man. After a difficult struggle, Spider-Man flung Electro to an exposed water pipe. His electrical abilities shorted, but not before shocking everyone else in the process. Just as Peter exited the room, Fisk confronted him. He demanded, "Who are you working for?" Peter then started making fat jokes, enraging Fisk to kill him. Peter evaded his attacks and held him long enough with his webbing to escape home. After locating the video discs that contained Fisk murdering Big Man, Peter mailed the master copies to Ben Urich of the Daily Bugle.

Ultimately, the discs led to the publishing of Fisk's murder and a warrant for his arrest. Forced to avoid conviction, Fisk evaded capture and went incognito while his lawyer figured out a means to exonerate him. Feeling vindicated of his actions, he called MJ to meet at his place to reveal his secret identity as Spider-Man.

Telling MJ

In a time of momentary peace, Peter decided to confess his secret identity to MJ. After getting her into his room, he made her promise multiple times as assurance that she'll keep this matter completely silent. Peter then told MJ he's Spider-Man, but MJ could only laugh loudly in disbelief. She laughed so hard, she fell off his bed. MJ still considered his confession a complete joke. To prove himself, he jumped all over his room and stuck to the walls to prove he is indeed Spider-Man.

MJ reacted with complete shock and amazement that Peter is a superhero. Peter then explained the origins of his powers: the spider bite. MJ realized and joked that she herself could've been Spider-Man. MJ wondered why didn't Peter reveal his identity to the world to gain recognition and Peter explained that Spider-Man has enemies that would hurt the people closest to him.

It was in the middle of all this talk, MJ told Peter that she was expecting him to kiss her, as the presumed reason why he called to see her. Although it was a misunderstanding, Peter was happy to know she still came under that presumption. The two finally acknowledged each other's feelings after so many years and were about to kiss when Aunt May knocked on the door. In a embarrassing moment to each other, Aunt May stopped them from spending too much time together, presuming hanky-panky. After MJ left, Aunt May asked Peter about his familiarity with the "Birds & Bees." After she left, Peter crashed onto his bed and felt ecstatic about MJ.

Stopping Doctor Octopus & Kraven's Hunt

While in class, the social studies teacher asked the students to choose their hero and explain their reasons behind choosing that hero. Peter and MJ smirked at the idea as Peter himself is Spider-Man. However, Peter ultimately chose his father as someone he looks up to.

In between this time, Dr. Octavius awakened from his coma. The same incident that turned Osborn into Green Goblin also turned Dr. Octavius into Dr. Octopus. Awakened, he discovered the very scientific tools he used to help him with the experiment fused to his flesh and spine. Mentally confused and enraged what had become of him, he began a killing spree and blamed Justin Hammer for what has become of him, not once fingering Norman Osborn.

Back in school, at a gathering, Kenny discussed his concern about super-humans. He theorized their appearance is the prelude for more terrible things to come and even talked about containing them. Peter was offended of that notion and compared that idea to the Nazis rounded up Jews. Out of nowhere, a new blond student started arguing Kenny's point of view. She rationalized that a person's talent is their power, regardless of supernatural abilities. Confused of her identity, the girl introduced herself, Gwen Stacy. It's her first day.

Peter and MJ later attended a basketball game. While everyone was cheering on the game, Peter and MJ both tried to nudge their hands closer and closer to each other. After finally making contact, they both smiled and held each others hand. Peter finally solidified his relationship with MJ as boyfriend and girlfriend. In between all this time, unknown to Peter, Dr. Octopus began a murderous rampage and Kenny figured out Peter is Spider-Man.

The following day, Kenny tried to convince his peers that Peter is indeed Spider-Man. Flash was unconvinced that someone like Parker would be Spider-Man. Kenny attempted to prove his point by kicking Peter while he's bending over his locker. Peter sensed immediate danger, but also realized he had to take a hit to protect his identity. Peter successfully confused Kenny and became another laughing joke to Flash. Unable to tolerate bullies, Gwen Stacy came out to defend Peter. She pulled out a knife and threatened to stab Kenny for future actions; unfortunately, Gwen dropped her knife for everyone to see and was punished for carrying a concealed weapon in school.

Later in the day, Spider-Man was web-slinging across town when a robber took a woman's bag in broad daylight. Peter took the opportunity to take a part of his frustrations from Kenny out on the robber. After taking down the robber, he returned the bag to the lady, but she ran off in fear of him. Coincidentally, JJ was also part of the crowd. Peter pretended he only recognized him now as the publisher of the Daily Bugle that slandered him. Instead of hurting him, he joked that his published works was hilarious. He then returned to the Bugle, back in civilian clothes and eavesdropped on JJ with his senior staff talking about Octavius.

Later, Peter overheard the senior Bugle staff talk about a break-in at Justin Hammer's office. They mentioned it was attacked by a man with mechanical arms and Peter remembered Octavius had something like that when he toured Osborn's lab. To verify his suspicions, Peter web-slung over to Hammer's office to investigate. Once there, he conveniently overheard SHIELD agents talk to Hammer about the escape of Octavius. Unfortunately, his curiosity got the best of him as he extended his head out in the window too much. SHIELD agents saw him and fired at him, but Peter managed to escape and returned home. The following day, while having breakfast, Peter saw Kraven's announcement to kill Spider-Man on TV; it was the start of another bad day.

While in social studies class, they continued the discussion about super-humans and politics. Liz voiced her displeasure over the subject as she herself fears mutants (she doesn't realize she's a mutant yet). Gwen Stacy returned to class after her concealed knife incident. Both Peter and MJ was impressed with Gwen as her personality made the teacher ignore her. Later in a auditorium announcement, the principal notified everyone that Kraven will be filming his show on school grounds. Peter wasn't happy to know his hunter is this close to him.

Later in the day, Justin Hammer was making a public announcement over his Apply Energy Dome to the media when Dr. Octopus attacked his power-plant. Peter saw the attack as well and trailed a helicopter as a shortcut to intercept Dr. Octopus. Spider-Man fought Dr. Octopus, but he didn't manage well. Peter was beaten, caught, and thrown out of the facility by Octavius. Outside the facility, Peter was intercepted by a SWAT team and SHIELD agents. While they debate about jurisdiction over Spider-Man, Peter took the opportunity to escape into the river; during the escape, Peter lost his suit in order to throw off his pursuers.

Peter made it back to land and returned home to have MJ help patch him up. Much to Peter's dismay, he had been implicated in the incident with Octavius. After MJ left, promising to make a new costume for him, he reflected over recent events. Aunt May had returned home, but he couldn't let her see his injuries. He quickly escaped out of the house and re-entered to the bathroom, faking a stomachache to avoid her seeing him.

The next day in school, Kraven appeared in school. He claimed to have the ability to detect Spider-Man's scent. Peter and MJ were concerned as his nosing directed close to him, but nothing happened. Later when they returned to his basement, MJ presented Peter with a new Spider-Man costume. While trying it on, he mentioned Gwen Stacy's "interesting" comments. He didn't realize he stirred MJ's insecurities and jealousy. When Peter inquired about MJ's feelings and asked why she was "looking mad", she avoided the subject and left.

Later in the day, Spider-Man paid a visit to Justin Hammer. Peter disabled his guards and explained to Justin that he's here to help and is not his enemy (due to Hammer's claim of Spider-Man affiliated with Octavius). After Justin acknowledged his words, Peter was about to leave when Justin offered him money. Hammer offered Spider-Man a large sum of money to take care of Octavius, but Peter felt insulted to be bribed and swung off; Peter only pretended he was leaving. He then trailed on top of Hammer's limo, to Hammer's New Jersey lab facility to intercept Octavius.

Dr. Octopus had waited for Hammer at his very own facility with a full company of press in attempt to get personal justice. Justin decided to escape the situation by driving off, but Octavius turned over his limo. Spider-Man intervened to fight off Octavius. This time, Peter performed better against him, but still got caught by Octavius' tentacles. Octavius was going to electrocute Peter, but Peter shot webbing to the mechanical arm, causing an electrical discharge upon Otto's body. While being shocked, Octavius flung Spider-Man away.

Octavius was about to exact his revenge on Hammer when Peter returned to protect Hammer. Peter used his webbing to yank off Octavius' pants. He distracted Octavius long enough for him to counterattack; he successfully beaten Octavius unconscious and webbed his face onto the floor and ripped out one of his mechanical arms. Worn and tired, Peter sat on top of Octavius to take a breather when Kraven appeared to challenge him.

Spider-Man wasn't taking Kraven seriously. Peter wanted to complete the mission by rescuing Hammer out of his damaged limo, but Kraven lunged toward him. Kraven attempted to hurt Peter, but he evaded all of his attacks. Peter then punched out Kraven, leaving him unconscious next to his tour bus. The reporters were still present, one of them asked for an interview and Peter obliged.

The reporter asked, "Who are you?" and "Why wear a mask?" Spider-Man explained to the press that he accidentally received powers and wanted to do the responsible thing by using it to do good. He also explained the reasons behind the mask is because he doesn't want people close to him get involved with his hero life. The police was coming, so Peter had to cut the interview short and left; returning home was another challenge.

After defeating Octavius and Kraven, SHIELD agents infiltrated Hammer's facility. They accidentally unleashed Flint Marko, Sandman, and Spider-Man intervened. Peter wasn't having much luck in pushing back a super-human that can't seriously sustain damage. Peter then borrowed a fireman's water-hose, the water-spray hardened Flint's form. The battle eventually ended when a scientist within Hammer's facility fired a pulse weapon upon and disabled Sandman. Peter then headed home, attempting to look for a ride back from New Jersey to Queens.

Finally at home, Aunt May confronted Peter, suspecting him up to no good. When Peter explained he was at MJ's, Aunt May caught onto his lie as she called MJ first and MJ claimed he was at the library. With his alibi completely destroyed, Peter couldn't explain himself. Aunt May was furious about his attitude and behavior; she decided to ground Peter for a long term sentence until he can fix his attitude problem.

Green Goblin Returns & Fury's Support

During the morning, while Peter was heading to school, a group of hooligans attacked civilians. They were teenagers no older than he is and they were assaulting and robbing people with tasers on roller blades. Spider-Man disabled all of them and tied them up for the police to arrest them. He saved the day, but it caused him to be late for biochemistry class.

Peter had to web-sling over his high school's rooftop, switch back into his regular clothes, and get to class. Peter was in such a hurry that he crashed into the lab table, destroying some test tubes in the process. His professor asked him questions about the curriculum and Peter still managed to answer all of them correctly.

After class, as they were heading to the football field, MJ could only talk with wonder and amazement over Peter's duel with Octavius and Kraven last night. As they sat down at the benches, he also mentioned how he was severely grounded for a while, MJ suggested to sneak over to his place, but he insisted he would respect his aunt's wishes. To make up for their lost time, MJ suggested making-out behind the benches. Harry Osborn just appeared front of them before he could say yes.

Both Peter and MJ were happy to see his return. Flash and the rest of the jocks also came to greet him, but Harry rebuked Flash as he never once contacted him during his most difficult time. Harry acknowledge Peter and MJ as his true friends because they did maintained contact. When inquiring about what he had said earlier about the Green Goblin, Harry explained that as mental/emotional instabilities due to the loss of his mother. Harry then invited Peter for dinner at his home, Norman Osborn extended an invitation to him. Peter experienced great anxiety and used his punishment as a "shield" to excuse himself from the invitation.

When he returned home, to his shock, Osborn's personal assistant came to retrieve him. Peter had hoped Aunt May maintained his grounded status, but she allowed him to go because it was a "special occasion." Peter couldn't explain his situation to Aunt May and decided go. He was nervous the entire trip, but was less tense when Harry intercepted him at the front door. Harry talked about double-dating with MJ and Gwen while on the elevator, but Harry excused himself for a quick session with his psychologist. Before his session, Harry told Peter his father wanted to talk to him.

Peter nervously entered Norman's room, seeing him replaying the fight against Dr. Octopus. Norman appeared before him and told Peter his Spider-Man days were over. He then injected himself with a new modified Oz serum, morphing him into Green Goblin. Norman then explained the reason why Harry seemed to recant his original story: Norman had Harry's fragile mind completely reprogrammed. Norman had a professional manipulate Harry's mind to accept an alternative story of the true events, including a means to block certain tragic events. Norman then used another needle to reverse his Goblin form. Norman explained that Peter is his property and being uncooperative would lead to the deaths of MJ and Aunt May. Norman also warned he would torture him to the edge of death and let him recover just to repeat the process to strip him of his humanity. Thoroughly scared out of his mind, Peter left without dinner and returned home.

Once home, Aunt May wondered about this trip and Peter reacted in anxiety. Peter was so scared over Norman's threat that he just hugged Aunt May in tears. Peter then returned to his basement, attempting to talk to MJ about the entire experience when there was a knock on the basement door, it was Gwen Stacy. Peter hung up on MJ, assuring he would call back later to explain things.

Gwen told Peter that her mother recently abandoned the family and ran off with another man and her father was too busy being a cop to tend to her feelings. Worried and unsure how to handle the problem, Peter told Aunt May to help Gwen. They didn't talk about anything, Aunt May notified Captain Stacy about Gwen and made some pancakes until he came. After his arrival, Captain Stacy and May talked about things over eggs and Gwen eventually returned home.

The following school day, Peter explained what had transpired over the night. MJ was still not happy that Peter never called back. Peter switched the subject and insisted there was something of grave importance to tell her. Peter never had that chance when Gwen surprised Peter from behind. Gwen expressed her gratitude and praise to Peter and his Aunt May. She explained she and her father had a long talk and didn't get much sleep over the matter. By the time Gwen left the two alone to talk again, he was already late for a trigonometry quiz.

Though he was supposed to be taking a quiz, Peter was instead sent to see Dr. Bradley, a counselor that he met earlier that asked about his feelings after Green Goblin's attack on his school. To Peter's shock, she asked about his feelings regarding Norman's threat and his identity as Spider-Man. Peter was thoroughly surprised and demanded an explanation, that's when Nick Fury de-cloaked before him.

Nick Fury personally came to talk to Peter about Norman Osborn. Peter at first wanted to know how was his identity exposed; Fury explained there was security footage and statements from Octavius to verify Peter's secret identity. Nick then explained that due to Peter's underage status, his mutation isn't an official matter until he's legally an adult; this case was special due to Norman's involvement. Peter wanted to leave, but Nick exposed his fear about Norman's threat and they continued to talk.

Nick explained to Peter that Norman intended to kill him with Spider-Man. He told Peter about how SHIELD contracted Osborn Industries (amongst several firms) to recreate the super soldier serum that made Captain America; Osborn never delivered a feasible formula and Fury cut funding to Osborn's company. Impatient and becoming desperate for a solution to save his company, Peter's mutation further drove him to self-experiment himself to vindicate himself and his critics; that never happened, the process created Green Goblin. According to SHIELD analysts, Norman is delusional, dominating, and vengeful.

Peter argued that with all this evidence, Nick should be able to arrest him; Nick argued that what they know so far is all illegally gathered intelligence. Even their current conversation and all that's happened is unofficial; it never happened. Without solid proof and still a danger to the public, SHIELD is obligated to standby. Nick encouraged Peter to refuse Norman's orders to kill Osborn, to goad him to attack Peter and give SHIELD legal rights to arrest him. Nick also warned Peter of the perils of telling other people his secrets, that it will do little good and might add harm to him and his loved ones. Despite all of Peter's anxiety over this plan, Nick assures him that SHIELD will be monitoring him the whole time until Norman exposes himself; they will be an invisible security/backup.

After talking to Nick, Peter resumed his HS life, but not without the fear. He saw MJ and Harry wave him down in school and he ran away. While coming home, Peter sees Osborn's limo again. Another invitation from Norman Osborn. Fearing for his aunt's well being, he told his aunt of his insecurity to Norman due to his shady history. The excuse was enough to convince Aunt May to decline Osborn's dinner invitation. Peter then excused himself to "work"- he's determined to take down Osborn. Peter is now more furious than afraid of Osborn. His concern for his aunt gave him the determination to refuse Osborn's bidding and willing to expose himself and recruit any authoritative forces necessary to take him down.

While web-slinging to confront Osborn, Norman-himself intercepted Parker, displeased for not listening to him. Peter flatly refused Osborn's to do his bidding and called him "nuts." Norman decided to punish Parker for his insolence by kidnapping MJ. He knew MJ and Harry were coming over to his estate and Green Goblin took MJ before his son's eyes. Peter gave chase and screamed out as loudly as possible for help, hoping that SHIELD lived up to their end and trailed him.

Their stand-off came back to Brooklyn Bridge. SHIELD helicopter units arrived to shoot down Osborn. Norman threw MJ down the bridge and Spider-Man jumped to save her. Using his webbing as a bungee-chord, he bunged her descent and retrieved her back to safety; she was unconscious and unresponsive. Peter feared the worst, but MJ woke up. Relieved, but still worried for her well-being, he sent her off a cab at the bridge and resumed his battle with Osborn.

Peter vented all his anger and frustrations upon Norman, beating him down at the top of the bridge; Norman had strength to retaliate. Norman flung Spider-Man clear across the bridge, however, SHIELD attack choppers were still present and gunned down Norman. Peter managed to quickly spin his webbing to prevent himself from falling and swung back to the bridge; Peter's swinging got sloppy and he slammed on the side of the bridge. After he recovered, he realized Norman was heading back to his building and gave chase.

At Osborn's building, Peter found Norman super-loaded on Oz; Peter was determined to take him down despite Goblin's increased power. Spider-Man was thrown across the room, having his masked ripped, and through a shark tank. Norman then tried to choke Peter to death, Harry was also present during the battle and saw Peter's identity. Peter kicked Norman in the face, freeing himself long enough to counter with his webbing to subdue him. Norman broke free of his bonds and attempted to fling a large stone at Peter, but it went through the window instead. Peter couldn't risk the object from falling on top of civilians and used his webbing to intercept it.

Peter asked Norman for time as he needed to pull up the stone, but Norman ignored him and poised to attack. Harry got a large and sharp piece cement of the building and stabbed his father in the back with it. The injury was critical enough to force Norman to change back to his human form. After that, Harry fainted in the midst of a mental breakdown. SHIELD forces invaded the office and secured the scene.

Fury arrived to compliment Peter's work and assured him that MJ was safe at home. Nick then warned Peter of the dangers of confiding information to MJ. He explained that even though confiding to someone may help himself cope, it only adds risks to those important to him. He then told Peter to enjoy his youth before joining the "big boys." Peter wasn't interested in joining Fury, but Fury explained that he's a illegal mutation; as a illegal mutant, he's subject to control by the government, under Fury's authority. Shocked over what he heard, Peter ran off to find MJ.

Peter found MJ in an abandoned warehouse, where they embraced each other and talked. Peter wondered why MJ went to the Osborn's despite his warnings, but MJ argued that Peter never once informed her that Osborn was a real monster. She then asked about Harry's condition and Peter simply explained he's gone again; he didn't want to explain himself any further beyond that. MJ wanted to know, but Peter insisted in confidentiality.

Bad Day to Fight RHINO

Some time later, at the school library, MJ rushed in to inform Peter of a attack in the city. The R.H.I.N.O. is on a rampage on the city and nobody has yet to stop him. Peter had MJ cover him for French class as he prepared to leave the school. While leaving, he encountered Aunt May, a surprise parent/teacher meeting. His math teacher, Mr. Depalma, had arranged a meeting for Aunt May to talk about his progress in school and May insisted that Peter to join. Depalma explained that Peter is a top performing student, but is noticeably distracted for unknown reasons. Peter couldn't explain his situation and made up the excuse to leave. He told them about them about him tutoring a classmate and missing on his obligations; both May and Mr. Depalma let him off.

While running out of the school, he found Gwen sleeping inside the large trash bin. Gwen had been depressed and sleeping on trash because she overheard her mother over the phone, Mrs. Stacy intended to abandon the family for a new life. News of her mother's intentions left Gwen literally a mess; Peter was unable to tend to her as RHINO was still causing trouble over the city.

While running out, MJ spotted him, surprised he still haven't left for the city yet. He then told MJ to tend to Gwen due to her condition. As he tried to get out of school, Flash and his jock friends hit him in the head with a football. Infuriated, Peter flung back the football on top of the schools roof; the entire football team gave chase, but he escaped at a corner by web-slinging.

Spider-Man finally web-slings across the city to stop RHINO, only to find Iron Man had already subdued RHINO. With RHINO contained in a stasis field, there's nothing left to do. A civilian even complained to him that he was late. Peter returned to school thinking at least he tried.

Spider-Man Impostor & Break-Up with MJ

While working at the Bugle, news of Spider-Man robbing a bank created a media storm. Bugle's Ben Urich debated the validity of Spider-Man robbing a bank, but JJ used this as a chance to sell more papers, using Parker's pictures of Spider-Man. It wasn't long when the Daily Bugle pulled another false headline of Spider-Man being a public menace.

Later in the night, Peter returned home to find a police car parked outside. Fearing for the worst, he ran inside to find Gwen Stacy sleeping on his couch and realized it's Captain Stacy's car. The captain is going out of town on a conference and Aunt May volunteered to let Gwen stay over until he returns; MJ wasn't happy about this decision. After telling what had happened to MJ, she voiced her personal insecurities because she doesn't trust Gwen with Peter. Peter was greatly confused over her thinking and she even went so far as asking, "Did you tell her you were Spider-Man?" Peter answered, "No!", but that didn't stop her from leaving.

Later, while studying with Gwen, news came about his "evil counterpart" robbing a jewelry store. To end this charade, Peter excused himself to MJ's and headed out to confront his "twin." When Spider-Man arrived, he tried to convince NYPD he was the real Spider-Man, but the cops shot him in the left shoulder. Temporarily subdued, he was cuffed and the cops attempted to unmask him; Peter escaped capture and broke free of his bonds on the rooftop. He then dropped himself nearby some garbage, he managed to find a phone and called MJ for help.

MJ found Peter critically injured and suggested getting Aunt May for help, but he didn't want her to go through the same drama that she went through with Uncle Ben. MJ helped Peter get to a hospital ER. Peter awakened to find himself treated, but the police were about to question him. He couldn't afford getting caught (ballistics and evidence would ID him as Spider-Man) and he escaped through the air ducts. He found his way outside and intercepted MJ as she also ran away from the hospital. After dodging authorities, Peter and MJ returned to Queens by cab. He then returned home, faking he had always been sleeping at home. After fooling Aunt May, he woke up in great pain to watch the news, only to see Captain Stacy vowing to take down Spider-Man.

The following day, at school, the bullet wound still bothered Peter. He was sickly and he had himself excused from class. While going to his locker, he found a mysterious note that offered help on his shoulder. Peter had his suspicions, but it was the Wasp from the Ultimates. Peter didn't welcome Fury's help, but he had to accept it, the pain made him feverish.

Wasp treated Peter with a healing accelerator and he felt a world better in the later hours. While returning home, both Gwen and MJ noticed Peter has improved. As they nearly reach the Parker household, there was a large police presence again. Peter rushed in to find Aunt May well, but the police was there to deliver Captain Stacy's badge to Gwen: the Spider-Man impostor killed Captain Stacy.

Peter, MJ, and Gwen later learned that the impostor was at another robbery. This time, the impostor threw an explosive pack against a child. Captain Stacy threw himself to save the boy, but the backpack exploded and killed Capt. Stacy. Peter and MJ watched after Gwen at the rooftop, but she was dismissive. Gwen reacted in pure hatred against the fake Spider-Man. Peter tried to explain that was a fraud, but she wanted to be left alone to her thoughts. The following day, Peter heard news of the impostor again and confronted him.

The Spider-Man impostor was holding a hostage in the midst of a bank robbery. The impostor held a blond woman hostage with a taser towards her neck. The impostor threatened to kill her, but Spider-Man's web shooters were fast enough to disable his right arm. He then grabbed the robber and threw him across the bank. The robber pleaded mercy and even offered Peter to keep the money for freedom, but Peter was furious over his exploits. Peter unmasked him and nearly choked him to death for his crimes; Peter realized he was killing him and released him. He thoroughly webbed him and left a note to the police that the true robber is the impostor. When Peter returned home, Aunt May filled in what had happened with Gwen's mom.

Ginger Stacy had no interest in taking care of her daughter after her ex-husband's death. Gwen suffered more depression as she felt those closest to her don't love her at all. In between consoling Gwen, Peter told Gwen they arrested the impostor who killed her father, but the information didn't seem to register in her head. She was too distraught over the fact no one loves her and that she's unwanted. Aunt May offered to take her in and Gwen accepted. This didn't sit well with MJ at all.

After telling MJ what had transpired, MJ decided to unleash all her insecurities and feelings. MJ suddenly exploded about her fears and nightmares over the incident with Green Goblin. She expressed her constant state of anxiety and nightmares of falling over the bridge. She also suffered anxiety over Peter's life. She believes that Spider-Man will not always be fortunate and will eventually get killed being a hero. Peter tried to re-focus on the subject about Gwen and MJ considered that as an addition to the problem.

MJ's own insecurities of her father's infidelity is mirrored through her relationship with Peter. MJ strongly believes that Peter will eventually cheat on her with Gwen. MJ also became tired of dealing with Spider-Man, the overall problems accumulated to this very moment. With all that has happened and added with recent events, MJ finally had it and broke up with Peter over the football benches.

A Father's Legacy & Project Venom

After breaking up with Mary Jane, Peter became depressed. He wanted to call MJ, but he realized that she wouldn't talk to him. Frustrated, he flung his phone over the wall, destroying it. Realizing what he did, he tried to salvage his phone. While rummaging through the basement boxes, he found a hidden compartment. Peter discovered boxes that belonged to his father.

Looking through the contents of the box, he found old videos and pictures of his family. There were pictures of Peter with his father and various family pictures with the Brocks. Peter then looked over a video in the living room, it was a video of Parker clan, having a picnic. Aunt May came over to talk to Peter, but found him watching the old videos. Watching those videos together, they both realized how alone they've become. Aunt May then pointed out the Brocks, mentioning how he and Eddie used to be such good friends. Upon Aunt May's suggestion, Peter decided to catch up with Eddie Brock Jr.

Peter found Eddie's contact via information. He contacted him and they both caught up at a café. Peter found out that both he and Brock are studying bio-engineering, all in part to continue their fathers' legacy. Peter gave Brock a copy of the video with him and the Brocks when they were kids. Eddie decided to return a favor by showing Peter a relic of their parent's past: The Suit (Venom).

Brock explained that The Suit was the last project their fathers worked on before their deaths. It was a biological "suit" that could enhance and heal a sick person. Brock then showed Peter logs of their fathers' work. It documented their frustrations and troubles while attempting to complete their project. Peter wanted to know more about the properties of the suit, especially if it was functional; Brock couldn't explain it himself as he only recently rediscovered his father's work. The only thing known is that the suit was a prototype and it was tuned to work on Richard Parker's DNA, Peter's dad.

Sometime later, school just ended and Peter was waiting to meet with Eddie. Gwen came over and had a chat with him when MJ and Liz just appeared before them. Peter wanted to talk to MJ, but Gwen insisted Peter to reframe himself since the two separated. Eddie appeared in a convertible moments later and offered the two a ride. Because it was a two-seat car, Gwen had to sit on Peter's lap (much to MJ's dismay) and Gwen was impressed over Peter's muscles, he excused his muscles due to Pilates. The trio headed to the local food court for some food.

While at the food court, Eddie mentioned about a reggae concert and invited both of them to join; Peter couldn't join as he had work. Gwen wanted to go, so it was decided that Peter would meet up with them later as Brock and Gwen check out the concert first; Peter quickly switched the subject about their parents death, suspecting of foul-play, murder. After the food court, Peter returned home to view more about his father's video diaries.

The video showed a somber confession of Peter's father. Richard Parker talked about his frustration and anguish over people controlling and ruining his work, the Venom Project (aka "The Suit"). Seeing his father hurt and tormented over unable to complete his life's work, Peter decided to vindicate his father and finish the Venom Project.

Spider-Man swung over to Brock's university to obtain a sample of the symbiote. He checked to make sure that Eddie was still at the reggae concert with Gwen. After verifying Eddie's position, he infiltrated Dr. Conner's lab and took a sample. While taking a tablespoon of the symbiote, some of it spilled onto his skin and a terrible reaction occurred. The sample was modified to bond with Richard Parker, but Peter's DNA was close enough to his father's to trigger it. The symbiote violently grew over taken Peter's body; after a struggle, it stabilized into a black suit.

The following day, a female teen idol was kidnapped by masked men, Black Suit Spider-Man intervened. Peter jumped on top of the car and ripped the limo's roof off. He jumped inside the car in attempt to stop the kidnappers while mocking them with his sarcasm. Peter was shot, but to his surprise, the suit quickly healed his injury. Using his new ability to spin webbing with his fingertips, he subdued the kidnappers and managed to stop the limo before hitting a school bus (coincidentally MJ was inside the bus). After he rescued the idol, police came to arrest Spider-Man, but Peter used his new-found strength to leap away and swung to safety. He was thoroughly impressed with his new suit and the extra abilities it gave him.

Not long after, Peter encountered Shocker again, making another robbery. Shocker tried to hurt Peter with his sonic blasters, but it didn't faze him at all. Peter knocked out Shocker and swung off to stop another crime. A robber just killed a civilian in a laundromat and ran. Peter pursued the robber into a alleyway.

Peter was enraged due to the similarities of his uncle's death; he saw the robber as his Uncle Ben's killer. His rage overtook him and Venom took form to eat the robber. Peter's humanity was strong enough to stop the attack and fled the scene. Over the rooftops, Peter had a struggle for his life.

Peter tried to fight off the symbiote but the creature was strong. Ultimately, he only got rid of the suit by accidentally falling onto some electrical lines, electrocuting the symbiote off of his body. Peter awakened to find himself naked. He found some ruined clothes from a dumpster for cover and headed to Dr. Conners' lab.

Peter realized just how dangerous Venom was and decided to destroy his father's work, believing it shouldn't exist as it can't be controlled. Eddie Brock also saw the news of Spider-Man's new suit and realized it's The Suit. He rushed back to Dr. Conners' lab to find Peter, telling him he have to destroy the symbiont. Eddie tried to grab back the vial of the symbiote, but Peter overpowered him; Eddie realized he's Spider-Man. Peter still insisted on destroying the symbiote, but Eddie still demanded an explanation.

Peter then explained all that had happened between him and the bond he made with the symbiont. After hearing all of this, Eddie still argued that the vial is the last thing they have of their parents. Peter kept apologizing for the situation, but he argued he had encountered similar situations of men grasping power beyond their ability to control. Peter apologetically left and destroyed the vial at the nearest power-plant. He dropped the vial into the burning furnace, believing it was the end of Venom and returned home; unknown to Peter, Eddie kept a second vial of Venom in a separate container and experimented on himself.

Back home, Peter asked Gwen about Eddie. Gwen told Peter that Eddie tried to hit on her and kicked her out of his dorm after she wouldn't put out. Peter felt there was a misunderstanding, but Gwen firmly believes that Eddie has the characteristics of a villain.

During a rainy night, Peter had a nightmare about Venom and couldn't sleep. He needed to talk to someone and decided to see MJ. He knocked on her window and they met at the garage to talk. Peter told MJ how much he missed her and still insist that there's no relationship between him and Gwen. He explained there will never be one because he's in love with her. MJ still couldn't get pass the baggage of Spider-Man and they both left the matter unresolved.

The following morning, while in class, Peter experienced great danger. His spider-sense was alarming him of great danger, after much searching with his eyes, he realized that Venom was outside the school. Peter thought Venom somehow survived and has biological memory to find him. Peter decided to confront the symbiote, only to find Eddie Brock within it, threatening to kill him.

Peter tried to reason with Eddie, but Eddie argued his inheritance was used to make him and to kill Peter. Venom attacked Peter with his suit, extending sharp tentacles to hurt Peter. Peter at first tried to convince Eddie to resist the symbiote, but after several attacks, Peter decided to fight Venom.

Their fight took them to the rooftops and into the streets. They both slammed over to a car and Venom suffered an electrical shock, weakening the symbiote enough to retract bits of itself. Peter thought it was over when the symbiote attempted to absorb him. Peter broke through the suit and used a tire to whack him. It was then police arrived to stop them. Peter tried to explain to the cops how dangerous Venom was, but they fired upon Venom with little success. Peter then grabbed a electrical cable and shocked Venom again. Though heavily injured, Eddie escaped to freedom and Peter also had to flee from the cops.

At home, Peter watched another video of his father. Richard told Peter the dangers of men grasping for power they don't deserve. How there are men who want to change for the better, but take shortcuts and become hypocrites of their own intentions. Peter could only huddle at the corner in despair as the thought he might have caused the death of Eddie. He decided it was time to end Spider-Man.

Peter sought Nick Fury, found him and stalked him for an hour before Nick noticed him. Nick used a unique device that temporarily paralyzed Peter long enough to drop him into a dumpster. Peter came to Nick to demand removal of his powers, but Nick denied him. Nick wanted to know the nature of his anger and Peter vaguely told him of his encounter with Venom and that he may have killed Eddie Brock.

Nick wanted to confirm his murder, but Peter could only guess. Peter demanded to end his abilities as he will become a prisoner to SHIELD since he's an illegal mutant. Nick corrected him and explained that when he told him he would belong to him, it meant being part of SHIELD and a candidate position on the Ultimates roster when he turns 18.

After clearing that up, Peter then asked Nick about his parent's death. Peter strongly believes that Nick knows something about his parents' death, but Nick denied any part of their demise. Nick then played it cool, telling Peter to return home and relax. Peter felt bad for accusing Fury and apologized. Nick and Peter shook hands and Fury walked off, not before warning him to make an appointment for future meetings or face a bullet. Peter then decided to see Eddie, to confirm his whereabouts.

Peter arrived at Eddie's dorm, only to find someone clearing out his room. It appears someone had already cleared out his room. The superintendent was cleaning out the remains of his dorm and Peter asked him about his whereabouts. Other than someone taking away his stuff, there was no visual confirmation that Eddie returned; if Eddie did survive, he would've returned to retrieve his belongings.

Peter then asked the superintendent about his reasons for disliking Eddie. He explained to Peter that Eddie wasn't a good person, that he lied about things, made unwanted advances to women, and had a messy diet of Cheetos. Peter reacted in disappointment, possibly due to his own lack of understanding of Eddie. Peter then swung over to Dr. Conners' lab.

At the lab, he went there to see if there was any other clues left when he encountered Dr. Conners' himself. He was drinking, but even in his drunken state, he identified Peter as Spider-Man. Apparently Conners knew of Peter's dad. Conners surmised most of what happened by watching the news, identifying Peter's use of the black suit. Conners remembered Peter helping him when he transformed into Lizard-Man. He was concerned that Peter may have exposed his secret, but Peter assured him of his secret; Conners assured mutual confidentiality.

Peter wanted to know what had happened to the remains of the Venom Project, but it was gone; it suggested that Eddie or someone else had taken the remains of the project away. In his drunken state, Conners talked about the escalation of mutations and artificial manipulation of the human body. Conners suggested that Richard may have jumpstarted the next generation of biological warfare; Peter took offense to his suggestion, but Conners mentioned about Einstein and his good intentions created the atom bomb. Conners eventually talked into to a incapacitated drunken state. Peter left to the rooftop and sensed something; he suspect it was Eddie. He called out to Eddie, hoping he would come to him, but his senses dulled. Peter stood on the rooftop in silence, experiencing great guilt.

Geldoff & Meeting The X-Men

Frustrations with MJ & Without a Costume

Sometime later, Peter went out to find a new suit. He lost his suit again (due to the Venom Suit bonding with it and Peter having to get rid of it). Without MJ, he needed to find a copy of the original suit he got during his early wrestling career. He tried to look for a replica in a wrestling store, but no luck.

Peter later posed as a potential investor to ask the wrestling manager about the suit, but the man hung up on him. Flash then approached Peter, attempting to talk to him, but Peter presumed it was another one of his weak attempts to trick him into something embarrassing and left. Peter then headed out in the streets to patrol.

Peter couldn't patrol without his costume, so he improvised with a red sweater and blue jeans. He spotted a woman in trouble as a gang intends to rob her. Peter intervened, but was met with laughter and confusion with the gang as he had only his mask. Peter still successfully stopped him, but his left eye-shield was missing; Peter had to look for it amongst the gang he webbed down to the floor.

Explosive Party & Back with MJ

Later in the day, Peter tried to make a new costume, but he grew frustrated over his lack of sewing abilities compared to his high IQ. Gwen knocked on his door, and he had to quickly hide his materials. Gwen wanted to do something more than being home and insisted on heading out. They ended up at a classmate's party, but he wasn't enjoying himself. Frustrated, Peter was about to leave when he saw MJ in a provocative skimpy leather outfit. MJ had also colored her hair black, possibly a new persona or image; it only made the situation awkward between them. The situation was changed when there was an explosion outside; a mutant was blowing up cars.

The police came to investigate the explosions. Unable to afford an arrest, Peter and Gwen ran for it. While running out of the house, they found MJ and Liz; the four jumped over a fence to escape capture. While waiting at a bus station, they learned that it was a mutant named Geldoff. Worried over MJ, he checked on her, but he was more distracted by her outfit.

While on the bus, Peter and MJ couldn't stop staring at each other. MJ welcomed Peter to sit next to him. She whispered to Peter that they could've reached home already if he switched to Spider-Man. Peter told MJ he ruined his costume again, and MJ volunteered to help Peter make a new one. Once they returned home, MJ had a private moment with Peter. She gave him a letter to read when he returned home. After reading the letter, he found out that MJ was still in love with him. He quickly went to her place and they reconciled with a kiss.

Helping Geldoff & Meeting The X-Men

The following day, Geldoff started another display of public damage. MJ encouraged Peter to stop him and supplied him half a costume, enough to cover his head and upper body. Peter arrived to talk to Geldoff, but the cops appeared. Being a foreign exchange student, Geldoff couldn't afford to get caught by the cops and grabbed Spider-Man as he swung away. Peter was surprised that Geldoff latched onto him and he slipped off. Peter caught him with his webbing and took him to the rooftop to talk.

Geldoff said the reason he blew up the cars was in retaliation for the football team. Half the team was suspended due to the party last night and Geldoff repaid this by blowing up the principal's car. Peter wanted to know more about his mutant abilities, but Geldoff was greatly offended at the notion he's a mutant. Geldoff said his abilities were magical. Peter tried to learn more about Geldoff's origins. Geldoff told him he's from Latveria, a place that shuns mutants. Peter then tried to encourage Geldoff to use his powers for humanitarian reasons.

Peter tried to instill the words of his uncle, "With great power comes great responsibility," but Geldoff was confused. Peter then tried to show him what it means to be a hero by saving civilians from a robbery, but Geldoff nearly killed Peter and civilians by randomly discharging explosions behind him. Peter then scolded Geldoff for his irresponsible actions, but that only angered him and he threatened to use his powers to blow Peter up; before Geldoff could attack Peter, the ladies of the X-Men appeared.

Jean Grey, Kitty Pryde, and Storm had come to recruit Geldoff. In his own ironic sense of mutant-phobia, he fainted and the girls recovered him. Jean then talked about taking Geldoff to their school. Jean telepathically thanked Peter of his actions and explained that they were going to take him to their school. She was also grateful he didn't imagine her naked (a common male reaction); Peter didn't do it until she mentioned it. Geldoff woke up, only to faint again at the sight of mutants.

Professor Xavier telepathically joined the conversation. Peter pointed out it was technically a kidnapping. As the girls prepared to leave, Kitty welcomed Peter to join them to tour the school and meet Prof X. Peter jumped on the opportunity and rode with them on the X-Wing.

While on their way there, Geldoff woke up again. He was still frightened by the mutants and blew up the X-Wing. The cabin depressurized and Peter was blown out of the jet. Jean Grey used her telekinesis to break his fall and return him to the X-Manor for medical attention. Peter awakened only to find himself unmasked. Frustrated with his face exposed, he said out loud how now everyone knows he's Peter Parker; the X-Men laughed as they never knew his name until he blurted it out.

Geldoff's Biology & Returning to Aunt May

Prof X, Peter, and Beast then talked about the nature of Geldoff. To subdue Geldoff for the sake of scientific analysis, Prof X put Geldoff in an ecstasy-like dream state to prevent him from causing further destruction. Prof X and Beast explained that Geldoff is the product of genetic experimentation. He's not a complete mutant to say, more like a human with given abilities. Prof X explained that the placenta is something that usually dies after a child is born, but Geldoff's placenta survived and somehow granted him mutant abilities. While he's technically human, the placenta enhanced him.

Prof X intends to showcase Geldoff to the UN and other world communities, using Geldoff as living-proof the potential problems of human/mutant exploitation and experimentation. Peter wasn't entirely happy that Geldoff would be treated as a specimen and thought about escaping with him, but Prof X assured he has the best intentions for his wellbeing. While talking, Kitty Pryde mentioned about giving him a ride back home; he realized he totally missed curfew and he needs to get home asap.

Peter got home very late and Aunt May wasn't at all happy. She highly suspected Peter was up to no good and demanded to see the contents of his bag. May ripped the bag out of his hands and found an old book, Robin Hood. The book belonged to Peter's mother and May felt terrible for accusing him. Peter explained he was reading during the time of the incident. Aunt May wasn't happy about his decision to randomly disappear, but Peter assured her that he's completely well ahead in class and self-aware of his academics. May let Peter off, feeling guilty for exploding on him. To make things up, May later on suggested the two of them spend time together over pizza.

Helping Wolverine & Battle at Hell's Kitchen

On a Thursday afternoon, after a day of patrolling, Peter returned home to prepare for school exams when he noticed something out of the ordinary of his room. Upon closer observation, it was a man's leg extending out of his boiler; Peter freaked and quickly webbed down the intruder. Peter then attacked the intruder and demanded to know how he found him and who sent him (suspecting SHIELD at one point); Logan extended his claws revealing his identity.

After realizing it was Wolverine, Peter could only react in shock to the severity of his injuries. Logan explained he was attacked in Brooklyn and he managed to find his way to Peter's home as he had no other place to stay. Peter then wondered how Logan found him and Logan explained that he tracked him down through Peter's body scent. Peter was puzzled as he never once detected him; Logan had Peter focus on the fact he needed help.

Peter offered to get him to a hospital, but Logan refused medical attention, he only needed his basement to recover. Peter was still confused at his current state, but Logan assured he'll heal overnight due to his healing factor. Peter didn't mind Logan staying, but warned him of his Aunt May. Logan then requested a blanket and a beer when MJ appeared. MJ came to tell Peter that her mom was reading her e-mails when she spotted Wolverine. The sight of his critical injuries was disturbing enough for MJ to faint. Peter quickly grabbed her and explained everything after she recovered.

Logan later woke up with Peter and MJ watching over him. Logan wondered why they aren't in school, Peter explained he was asleep for two days and it's Saturday. MJ offered Logan some soup, but he still wanted that beer; there's no beer in the house. MJ wanted to know more about Wolverine, but Peter insisted MJ to leave. Logan thanked Peter and told him he owed him one, an honor not many get; Peter only wanted Logan quickly out of his house to avoid trouble. Just as Logan got back up on his feet, he smelled something and Peter's spider-sense alarmed him of great danger. The very people that hunted Logan are now outside Peter's house.

As the two survey a diaper delivery truck outside, Logan pointed out they're black-ops who somehow tracked him; Peter was more upset that his home is targeted and Logan's hunters risk exposing him as Spider-Man. Logan had a plan, but he didn't explain it, only warned him he's not going to like it. Wolverine used his own claws to cut his throat to avoid detection, long enough to temporarily confuse his pursuers. Peter then flipped over the enemy van and swung away with Logan to safety.

Logan decided to return to the destroyed diner in Brooklyn, where he was first attacked. Spider-Man and Wolverine found the owner taking a smoke on the side of the condemned diner. Peter watched as Logan scared the owner for information and told him that the FBI was responsible for his attack. To further verify details, Peter trailed Logan to seek help from the Ultimate's Black Widow.

At Black Widow's SoHo apartment, Wolverine explained what happened to him and wondered if Natasha knew anything about the matter, suspecting SHIELD's involvement. Peter came in not long and pointed out she owed him $80.00 for wasting his webbing from an earlier scuffle. Natasha wasn't pleased with their conversation and demanded for them both to leave.

At the rooftop without answers, Wolverine is considering his options. Peter himself admitted he didn't like Black Widow, but thought she's one of the hottest girl he's ever seen in his life and Wolverine concurred. Peter then switched subjects and talked about his spider-sense. Peter intended to stay near Wolverine as an advance scout in case of danger. Unfortunately, Peter didn't know the full scope of his spider-sense, it only works if there's a dangerous intent upon him. In mere seconds talking about his natural detection to danger, Wolverine detected an incoming missile after him before Peter's own senses warned him. The missile explosion blew Logan away (still alive, just injured) while Peter had to dodge enemy chopper gunfire.

After Peter evaded enemy fire, he swung lower to search for Logan, only to find him being tortured by a female soldier with adamantium bullets. Peter swung in to kick over Logan's tormentors. Daredevil appeared and angrily called Spider-Man an idiot as he pulled Peter behind a van to avoid incoming gunfire. Peter then quickly used his webbing and yanked Logan back to their position. Daredevil then told them they had to move quickly as the van is about to explode. Peter wanted to know how he knew, but there was too little time for explanations and they ran for their lives. The explosion didn't kill the heroes, but the explosive shock was strong enough to knock them off their feet.

Hiding at an alleyway, Peter was complaining about his cooked butt while Daredevil demanded silence for him to focus his senses upon their enemies. As Daredevil listened on the enemy, Peter watched in disgust as Logan ripped the bullets out of his head for his forehead to heal. As Logan and Daredevil reconnoiter their situation, Peter wondered why haven't the police come to investigate. Daredevil explained that the police would assume this was a gang war and would stay out of Hell's Kitchen out for their safety.

After Logan and Daredevil used their advanced senses to measure the condition of the enemy, Logan decided to end things by confronting the head hunter. He had Peter take the fight at the rooftop to face the female soldier. Logan engaged the soldier and pinned down the woman, demanding answers and reasons for this unprovoked attack while Peter watched at the sidelines. Logan couldn't get a straight answer from her as she continued to give false identities to him. Out of patience, Logan was going to kill her when enemy choppers shot him, preventing him from finishing her off. Daredevil then appeared, informing them that an old woman was injured in the leg due to their earlier gunfight. Daredevil assured Peter he'll handle the matter, but demanded Wolverine removed out of Hell's Kitchen from further damage.

Peter wanted to get Logan to a hospital, but he still insisted on handling the matter himself. Peter pressed for his reasons for such punishment and Logan explained that Xavier has already done too much for him and didn't want to bother him with such personal matters. Peter dreaded that Wolverine would be furious with him as he made a call to the X-Men for backup earlier. Peter released Logan to the X-Men and headed home.

The Sinister Six Vs The Ultimates

One day the principal pulled Peter out of English class and released him to a man named Clay Quartermain for questioning. Quartermain identified himself as an agent of SHIELD dispatched by Nick Fury to retrieve Peter. Peter was still not sure of Quartermain and asked for some ID and Quartermain showed Fury on his communicator-watch. Fury impatiently told Peter to bring himself and his costume to the Triskelion.

At the Triskelion, as they entered to see Fury, Peter was amazed at the interior and scale of SHIELD HQ. Once inside the CIC of SHIELD, Fury was quick to get Peter settled in and introduced him to the Ultimates. The team wasn't impressed that Spider-Man was a teen, believing it was a joke. Fury reaffirmed that Peter is indeed Spider-Man and mentioned he single-handedly took down all of the escapees they were assigned to recapture (Electro, Sandman, Kraven, Dr. Octopus, and Green Goblin).

Peter worried for the safety of his loved ones when he found out that all of them recently escaped the Triskelion, but Fury showed him on surveillance screens that both Aunt May and MJ are safely under SHIELD observation/protection.

By early evening, Peter is still at the Triskelion, and put on his costume as he waited for some action. Bored of waiting as the Ultimates were dispatched to investigate the escaped five, Peter made a call to see how Aunt May was doing. After hanging up, SHIELD operators discovered they're being hacked. Fury demanded that all of SHIELD systems be shut down to avoid a complete system failure, but it was too late. Octavius successfully crashed SHIELD's computer systems and Osborn's team attacked the Triskelion with their automated defenses down.

Electro attacked first, shooting electricity throughout the CIC. Sandman then created a sandstorm, causing confusion and panic as SHIELD agents attempted to take down Green Goblin and Electro while making sure both Hulk and Magneto were still contained in their cells. Electro appeared before Peter and mocked him; Peter attempted to web down Electro, but Sandman intervened and knocked Peter to the floor. Just as Peter tried to recover from his fall, Green Goblin appeared. Electro shocked Peter unconscious and Green Goblin hauled out with Peter along with his team.

Hours later, Peter awakened to find himself confined to a chair. Kraven quickly transformed into his beast form (he was recently arrested by SHIELD for illegally enhancing his DNA) and knocked Peter to the floor. Kraven was very upset to know that a mere teen ruined his life and career. Kraven intended to kill Peter, but Otto stopped Kraven for Norman. As he used his tentacles to properly seat Peter again, Norman continued to call Peter, "My boy." Peter asked why he kept addressing him that way. Osborn explained that it was Peter's finest hour. Osborn said he is his greatest creation, crediting himself and Otto for the creation of Spider-Man. In Osborn's perspective, he's the father to Spider-Man. Osborn goes on to say that he was born a normal boy, but because of his mutation, he's much more; he's perfection. Peter thought he was crazy.

Norman then tried to assure Peter he's not the way he was before. He explained he wasn't completely sane because he haven't fully adapted to the changes in his life and body, but he assures Peter that he's good now. He then talks to Peter in a fatherly way. He tells Peter he's been with the "wrong" people, that his impressionable young mind was easily influenced by a strong male role model such as Nick Fury due to his power and that Peter shouldn't feel bad for falling for it. Norman then tells him that they're victims of Fury's lies and dirty deeds. Osborn then relates with Peter, saying they're in the same boat and justified his reasons for taking him away from SHIELD to have this conversation. Osborn assured Peter he's safe with his group now, as his son, his pride and joy. Osborn excitingly explained that Peter is going to learn what kind of man he really is, that he's going to awaken to see the world the way it really is, to lash out to those who lied and oppressed him, and join them in their day of making history.

Peter didn't believe a single word that came from Osborn's mouth. While he was talking, Peter gathered enough strength to free himself of his bonds and retaliate. He told Osborn to shut up and told everyone, especially Osborn, that they were all crazy. Peter then clung onto the backside of the wall, telling Osborn he's neither Osborn's boy nor creation, he was an accident, and that he believes he was already insane before he even became Green Goblin. Peter was about to tell Osborn there was no way he'll join him when Osborn threatened to kill Aunt May, MJ, and MJ's family if he ever talks back to him again.

Osborn explained he had hoped for mutual understanding with respect, but he has no problems teaching him the hard lessons of life by example. Osborn assured Peter by the end of their crusade, Peter will know who he is and finally understand each other. Peter still didn't believe in Osborn's words, but the fear of losing his loved ones was more than enough to convince him to comply to Osborn's demands. With Osborn's Sinister Six now completed, they set their sights to DC.

At the White House, Osborn and his team launched a full assault against the US forces and Peter could only watch in shock at what's happening. As they approached the White House, the Ultimates arrived from SHIELD's Helicarrier to stop them. As the Ultimates fought off Osborn and his men, Peter continued to idle as the battled raged on. Osborn then encouraged Peter to make himself useful and he engaged Captain America. Captain America was confused as to why Peter would side with Osborn; Peter explained he had to comply or his Aunt May would die. While wrestling, Captain America assured Aunt May is safe under protective custody. Peter turned his sights and fury upon Green Goblin.

Peter launched Osborn skyward with a powerful uppercut punch. Hawkeye hit Osborn with three arrows as he flew upward. As Osborn fell, Peter told Osborn how sick he was of him interfering his life and tried to attack him again, but Dr. Octopus grabbed Peter and flung him into the Oval Office. As Peter recovered from the impact, Kraven appeared for vengeance. Kraven blamed Peter for ruining his life, marriage, and career; he intended to teach Peter a lesson by eating his heart. Unfortunately, Kraven never had the chance as a bolt of lightening from Thor struck down Kraven. As Peter climbed out of the Oval Office to face Osborn, he was surprised to see Harry had came to confront his father. Peter could only watch as father and son talked things out.

Norman thought Harry's presence was due to one of Fury's dirty tactics, but Harry assured him it was his choice; he wanted to come to stop Norman. Harry tried to appeal to Norman's humanity to stop this chaos. Norman actually started to comply by changing himself back to his human form, but Iron Man made the mistake of shooting Norman in the back. The attack enraged Norman, further accelerating his mutation and he threatened to kill Harry. With no other options, SHIELD and the Ultimates launched a simultaneous attack upon Osborn until he fell.

Peter saw how traumatizing events unfolded before Harry and gave him a hug. He told Harry he didn't deserve any of this, but Harry swore vengeance upon all of them, to kill them all for they've done to him and his father. SHIELD agents then came to retrieve Harry and clean things up. Fury then advised Peter to leave the scene to avoid further troubles and had him take an escort back to NYC. Peter was still concerned over Harry's situation, but Fury assured Peter they have everything under control. The White House and government officials would later explain to the public that Osborn had attacked the White House, but they only suffered minor damage, not at all reflecting on the casualties for the sake of public image.

Back at the Triskelion, Quartermain told Peter that Aunt May had been in holding the entire time. Quartermain reviewed an alibi with Peter- he was locked in a separate room from Aunt May, in protective custody the entire time due to Osborn's escape. When they were reunited, Aunt May hugged Peter in relief and the two were told the threat was over and could safely return home.

The Kingpin Returns & Bad Luck Streak

One night during patrol, Peter overheard a gunshot. He investigated and found Fisk's Enforcers attempting to maintain control of his power within their territory. Peter intervened and webbed down all opposing forces, letting the cops finish the job.

The following day, at the Daily Bugle, Peter encountered a man named Sam Bullit. Bullit and JJ are having a meeting about supporting his campaign and intends to use Spider-Man as media propaganda. Bullit is running for DA and made a campaign ad that featured Spider-Man, promising to end public threats such as Spider-Man if chosen to office.

Peter later returned home to sulk over things. MJ came over with a list of people that know his secret identity. MJ pointed out that too many people know about him. Peter then mentioned about Sam Bullit to MJ and she suggested looking for his sponsor. MJ pointed out that all politicians answer to their master(s) and Peter decided to look into it.

Next day at the Bugle, Peter found out that Kingpin was cleared of all charges. The video in question was deemed inadmissible. While JJ argued with Robbie for supporting a politician against Spider-Man. Peter jumped into the conversation and asked about forgetting Spider-Man and re-focusing on the return of Kingpin. JJ didn't appreciate Peter's question and fired him. While collecting his discs in JJ's office, he gave JJ a look and JJ encouraged him to speak. Peter then angrily pointed out he was fired over a question and left.

Peter suited up and decided to web-sling back home. While distracted by his thoughts, he slammed right into Fisk's office. Peter didn't realize which building he slammed into until he saw Fisk grinning above him. Kingpin mockingly signaled to him, "Call me", and provoked Peter to hit the window. Unable to do anything about the matter, he left.

Sometime later, in social studies class, there was a discussion on current events and Peter mentioned Wilson Fisk. Fueled by recent events, Peter pointed out that a murderer was out on the loose and how the justice system failed. Unfortunately, the teacher was more defensive and/or neutral about the matter, further angering Peter. The teacher wouldn't have it and had Peter suspended.

Later at the school office, Peter had to be picked up by Aunt May. May pointed out he was fired and suspended within a day. Peter explained what had happened and his frustrations over people's dismissal over a dangerous public figure. Aunt May sensed this has to do with his uncle's death and reassured him that things are fine. After assuring he'll apologized to the teacher, May then called up the Bugle and left an insulting message for him and then suggested dinner.

Sometime later, night time at the Bugle's parking lot, Fisk's Enforcers had come after JJ. Jameson decided to withdraw support for Sam Bullit (whom Fisk supports) and the Enforcers had come to teach JJ a lesson. Peter suspected that Fisk's people might make a move on JJ and trailed him. Peter then intervened and defeated the Enforcers. After beating them, Spider-Man demanded a Thank You and a explanation for his actions against him on the Bugle; JJ insisted to buy his paper to find out. After webbing down all opponents, he left back home.

Just as Peter was about to reach his house, JJ appeared. JJ explained that he considered his fallen son, an astronaut, a hero and not masked crime fighters. He also explained he had trouble explaining his own problems and have difficulty with people asking about it. After answering his question, JJ then insisted on confidentiality on the matter. Peter then asked about JJ's safety for turning against Fisk on his editorial, but JJ didn't seem worried at all. He believed that if he died due to Fisk, Kingpin was likely to be suspected first. JJ then told Peter he could return to work and that he'd be helping Peter develop a career in reporting. A while later, Peter went to confront Kingpin.

Spider-Man found Fisk eating at a high-class restaurant. He then mocked Fisk by holding a Daily Bugle paper (featuring Kingpin facing indictment due to a witness) and told him he found him through the gossip column. Fisk felt Peter was immature and then asked his purpose for being here. Peter told Fisk that he's constantly surprise how much people respect him despite he's killed people and intends to figure him out. Fisk also vowed to figure out his identity and personally teach him what he is; however Peter joked to Fisk that he's hitting on him. Fisk then realized his feet has been webbed down to the flooring and wondered the reasons for such petty actions, Peter argued it's due to mutual lack of understanding to one another and he swung away.

The Black Cat's Revenge & Mr. Watson's Fury

One night out on patrolling around Midtown, Peter encountered an unusual robber. He saw someone firing a grappling hook on a rooftop and confronted the suspect, only to find a beautiful woman in black leather, themed after a cat, the Black Cat. Peter was impressed by the image of the beauty and wanted to ask her to surrender, but she jumped off the ledge. Peter gave chase, but it was a ruse, she clung onto the side of the building and returned to the rooftop. Peter attempted to return to the roof, but his web shooters had problems. He managed to return to the roof to confront her. Peter tried to stop her again, but she retaliated and knocked him down to the floor. Before Black Cat left, she warned Peter of crossing a black-cat and seven years bad luck. Peter returned home to study with MJ.

While supposedly studying with MJ, Peter spaced out, thinking about Black Cat. MJ reminded Peter the importance of their studies, but he switched the subject, suggesting a break from Spider-Man. MJ supported Peter's idea because she didn't want him to get hurt. Peter felt like he's always talking about himself and thought he asked about MJ's life, specifically her father. MJ talked how angry she is with her family life as her father continues to cheat on her mother and her mother doesn't do anything. Peter then reassured her that he would never be unfaithful to MJ. Peter and MJ then talked about their love for each other and the possibility of getting married one day; however their relationship would suffer another hindrance, her father, Craig Watson.

Mr. Watson came over to confront Peter. Of all the moments to choose to be fatherly, he confronted Peter after he discovered her diary and demanded to know why MJ nearly died at Brooklyn Bridge. Peter couldn't explain the whole incident with Green Goblin and Mr. Watson threatened Peter to stay out of MJ's life or she'll be completely removed from his life. Aunt May had Mr. Watson leave the house, but May herself demanded an explanation. Peter excused it off as an accident, a slip off the bridge and he caught her, not once mentioning how Norman Osborn threw her off the bridge. Aunt May helped Peter by heading to the Watson's and try to clear things with them. Meanwhile on the news, Spider-Man once again is incriminated for a robbery, linked with Black Cat.

The following day, Peter got detention for dozing off in class. The recent new incrimination was heavy on his mind and kept him awake all night. While walking down the hall with MJ, she suggested keeping a safe distance between each other. MJ's father has been threatening her of taking her out of school and already begun making calls to private schools. Peter was upset that MJ would even follow a two-face character like her father, but MJ argued he doesn't know what's it like to have a father. Peter felt that was a cheap shot, but re-focused on the subject that MJ is letting her father get between them. Both were upset about the matter and wasn't sure what to do. MJ got upset about the situation and ran off.

Later in the day, working at the Bugle, there was a large sum of money sent to Bugle for an ad. Peter was curious about the ad, since so much was paid through hard cash. He found out Black Cat paid the Bugle to publish a public ad to invite Spider-Man for a meeting at Tribeca.

Back at home, bed time, Peter was frustrated over his situation with MJ. He thought he could talk to her, but her father answered the phone and he was forced to hang up. Unable to see her, Peter then thought back of Black Cat's invitation to meet at Tribeca. Peter thought back of the sexy Black Cat and felt there was no harm in just seeing her; he decided to swing over to meet her.

He found Black Cat on the edge of a rooftop, with wine and cheese. Peter thought this was a joke and reminded her what she did earlier, robbery and hitting him. She excused it as robbing from a bad person and her attack was merely a knee-jerk reaction. She then asked Spider-Man of his marital status and was his face disfigured. Peter answered "No" to all of her questions and the two actually sat down and drank. While enjoying the moment, his spider-sense detected danger and he grabbed Black Cat away as a Sai flew across their position. An assassin has come for them, Elektra.

Elektra launched several ninja stars, but both Black Cat and Spider-Man dodged them. Black Cat and Elektra then wrestled and fought each other while Peter stood on the sidelines to decide who to help (since both of them aren't in the right moral compass). In the confusion, Peter realized it's just a cat-fight. Elektra gained the upper-hand as she kicked Black Cat into Peter.

Spider-Man tried to reason with Elektra, asking her for a solution for her to go away, but she attacked him. Peter didn't last too long against an experienced martial artist and she kicked him off of the roof. Peter tried to use his webbing to break his fall, but no luck. He ended up crashing on top of a building cover. After surviving the fall, he attempted to return to the fight while contemplating the entire situation in his head. By the time he returned to the scene, both ladies were gone. Peter then took a breather on the ledge of the building, wondering about Black Cat's words, "I'm not my father!", during the fight. Afterward, Peter returned home.

Back at home, while getting some food in the fridge, Aunt May told him MJ had ran away. Still in his sleep-wear, he ran over to the Watson's to understand the situation. Craig Watson was furious with Peter and threatened to hurt Peter for not telling her whereabouts. Mr. Watson tried to put his hand on Peter, but Peter grabbed his hand and told him that MJ has been suffering due to him. Mrs. Watson begged Peter to find MJ and he started thinking of a place to find her. He realized the possibility of her hiding out at the abandoned warehouse.

Peter found MJ, sleeping after making a recent entry in her diary, expressing emotional suffocation over her situation. He then woke her up and the two talked about the situation. MJ explained she couldn't handle her life at her home anymore and wanted to get away. She tried to find Peter first, but he was busy with Black Cat at the time. Peter then asked about her plans and she herself wasn't clear about matters, she only wanted to escape. MJ then suggested the two elope and run away, but Peter reminded her it's not the time. He then took her home.

The following day, Peter dozed off at work. He dreamed about events with Black Cat, she mentioned something about a "master" and Peter suspected it may have to do with Fisk. He then looked into the data system, cross referencing "Cat Burglar" and found data on a Jack Hardy. Jack was a former employee of Fisk, a well-known thief that was caught and put to trial. Peter noticed a little girl as beside him, Felicia Hardy, and made the connection. He then found out that Felicia Hardy was an accountant under Fisk's company and was amazed how he figured everything out. Peter then suited up to find Felicia.

Spider-Man headed to Midtown to find Fisk and Elektra already at the scene. Felicia was being choked to the wall by Fisk when Peter intervened. Peter knocked Fisk over and engaged Elektra. Fisk was furious that Spider-Man constantly interferes with his life. Peter managed to web down both opponents and went to check on Felicia on the rooftop.

Peter then told Felicia to stop her quest for revenge. Felicia argued that her father died because of Fisk and wanted to hurt him back. Peter tried to reason with her, but she refused to back off. Fisk and Elektra came to the rooftop to attack both of them. The tablet that Felicia stole had great value to Fisk (an ancient remedy to possibly awaken his comatose wife, Vanessa Fisk) and Felicia happily threw it into the river. Elektra then threw her Sai, into Felicia's chest and she fell out of the roof. Peter tried to go after Felicia, only to find both parties had vanished. The cops came to the scene and Peter also had to flee.

Spider-Man The Movie & Octavius's Return

Sometime later, Aunt May is heading to Florida to visit her mother. Without supervision, she left both Peter and Gwen $300 and a large stock of food for the week she's gone. While contemplating about having a date with MJ, news came that a Spider-Man movie was in the works (a tie to Sam Raimi's first movie). While still listening to the news about the movie, Peter lost focus and accidentally pulled out his kitchen door. Gwen told Peter he was going to pay for the door with his half of the money. Gwen then wondered if they were going to show the part when Gwen's dad was killed by Spider-Man and left the kitchen.

Later at school, with Flash, Liz and MJ, Kenny talked about checking out the Spider-Man set for a movie role. Kenny wanted them to join him, but MJ and Peter couldn't make it. Spider-Man later headed to the movie set himself to confront the director, Sam Raimi.

Peter confronted Raimi and told him the movie wasn't going to work out. He then asked why he was able to make a movie without his permission and Raimi explained he's a public figure and that doesn't require legal obligations. Raimi then asked about Norman Osborn since he had trouble understanding the character while continuing to film Peter. Spider-Man stipulated he'll help if he got paid, but Raimi stipulated that could only happen if he unmasked himself to legally employ him as a consultant. Frustrated with the situation, Peter left, giving Raimi a few good shots of what Spider-Man can do.

Back at school, Kenny told everyone he got a part as a extra in the Spider-Man movie. Peter and MJ were talking while Kenny talked about Spider-Man with such enthusiasm; however Gwen wasn't happy about this at all. She pointed out Spider-Man killed her father and left the entire group in awkward silence. MJ then encouraged Peter to talk to her, but the situation didn't work out. Gwen believes everyone who dressed up as Spider-Man is related to her dad's death and that she thinks about it all the time. Unable to convince her otherwise, Peter left her alone. In between this time, Octavius has once again escaped from jail and started a new quest for revenge.

Peter was at the set of the Spider-Man movie, looking on as they work. It was then Dr. Octopus returned and attacked the movie set. Peter intervened and the two fought on the set. Peter was incapacitated when Octavius grabbed him and stunned him with his tentacles. Just as Octavius had Peter, a disgruntled stunt-double (of Spider-Man) appeared and smashed a camera on top of his head for ruining the movie. This gave Peter time to recover to grab and swung Otto into a van. Otto than grabbed Peter and flung him to the entrance of the Lincoln Tunnel. The two continued to fight it out, but Peter was knocked out cold this time. When Peter was knocked out, Otto took Peter with him to the Rockefeller airport and took the pilot hostage to fly over to South America.

By the time he awakened, he found himself tied to a private plane. Peter demanded to know where they were heading and called Otto "nuts." Otto punished Peter's insolence by pulling out one of his teeth. He then used one of Peter's web shooters to shut him up. Otto explained he had taken Peter has form of collateral and blamed him for ruining his life. Peter then went unconscious while they almost land. To Otto's surprise, Peter bailed out of the plane in mid-flight. Peter awakened, broke himself free, took his equipment, and escaped to safety; however he only went outside the plane and clung onto the surface until they landed.

Once on ground, Peter attacked Otto from his rear. Peter slammed Otto to a containment of crates, rendering him semi-conscious; however Otto had enough fight within him to fling Peter over to the plane. While recovering from his fall, Peter asked the airport workers for help, only to realize everything was in Portuguese. Peter then resumed his fight as Otto was hurting civilians. Still groggy from hitting his head, Otto couldn't focus on the fight and Peter took advantage of the moment to lay a barrage of punches until Otto went down. After winning the fight, the military came to contain the situation with machine guns pointing at Spider-Man.

A woman agent who can speak English came to confirm he was the American Spider-Man. Peter explained what had happened to him and how he ended up here. He found out from the agent they are in Brazil and that he needs to be processed for this incident. Unwilling to be captured and unmasked, Peter saw a plane taking off and took the opportunity to fly himself to freedom. He manage to slip into the plane and found out it was heading to Atlanta. Peter was freezing in the cargo bin, since there's no heating, and took clothes at out of passenger's luggage to warm himself.

Peter fell asleep inside a luggage that's destined for Newark, New Jersey. He woke up in Jersey when cargo handlers uncovered him. Peter quickly jumped out of the plane and hopped on various vehicles to hitch a ride back to Queens. Peter had to get home asap as Aunt May is heading home from Florida and also currently en route back to Queens. Peter made it back home, believing what had happened could've been worse; however he found Gwen pointing a gun at home, blaming him for the death of his father.

Gwen was distraught with anger, blaming Spider-Man/Peter for killing her father. Gwen had been waiting for Peter's return, using Captain Stacy's service gun to exact revenge. Peter insisted it wasn't his doing, but she blamed the persona of Spider-Man for the crime. Just then, Aunt May had returned from the airport. Gwen was distracted by her return and Peter took the chance to quickly flank her and took away the gun.

Attempting to contain the situation, he covered Gwen's mouth and re-explained with affirmation that he wasn't responsible for Captain Stacy's death and that the culprit is already in jail. He also explained that he was present with her in school during Captain Stacy's death and argued he couldn't be in Queens and in Atlantic City at the same time. He apologized for not telling her his identity and begged her to understand his situation and her confidentiality. Peter then let go of Gwen and she ran out of the basement entrance.

Aunt May found Peter at the basement, he excused his inability to answer her calls earlier was due to him sleeping over the computer. She then asked about his swollen face and lost of a tooth, he excused it off as a gym accident. Peter intended to head to school, but Aunt May insisted that Peter see a dentist to have his tooth fixed. After fixing his tooth infection, he returned home to rest.

MJ came to find Peter asleep. He awakened, startled after a dream, and the two talked about what happened. MJ was worried for Peter's wellbeing and wanted to make sure he was okay. Peter then asked about his battle with Octavius, it's still on the news. There was a full coverage of his exploits from Brazil to his return to New Jersey, even a commentary for Raimi's direction of his movie adaptation.

Peter then told MJ that Gwen found out about his Spider-Men identity. He explained to MJ he never told her, but she somehow figure it out. MJ dread it might have to do with her, but Gwen reappeared in his room. Gwen explained she took some time to process her emotions and realized Peter wasn't her father's killer. Gwen accepted Peter's words and vowed strict confidentiality about Spider-Man. About 4 months later, the Spider-Man movie was released and it was a big hit. Millions were made, but Peter had no profit to his own life.

The Rise of Carnage & Gwen's Death

Some time later, Spider-Man intervened at a museum, against a masked armored man, Gladiator. Gladiator demanded the return of Nurhachi and attacked Peter. The attacker threw Peter against some priceless items and cut up Peter by shooting blades at him. Peter used his webbing and disabled the man. The police then stormed in to contain the situation and was going to arrest Peter until a Captain Jeanne DeWolfe released him. Still injured from his battle, he went to seek medical attention.

Unable to get his wounds treated at a hospital, Peter sought Dr. Conners for medical aid. While getting treated, Peter asked about his Lizardman mutation. Dr. Conners said he contained the reptilian part of him, but it's something that will haunt him for life. After he was patched up, Peter left for home; however Conners was curious over Peter's biometrics and studied his blood.

The following day, Peter couldn't get out of bed. Still sick from his injuries, Peter was feverish and Aunt May had him rest at home for the day. Gwen was surprised that the Spider-Man can actually get sick and helped him explained to others about Peter's absence for the day. While resting, Dr. Conners called to meet with him, it was about his blood-work.

Dr. Conners met up with Peter to gain permission to experiment on his DNA. He explained that Peter's blood has the potential to revolutionize regenerative medicine and even cure his lizard problem. For other reasons, Conners has been on a slump for a long time and needs something to bounce himself back. Conners felt it was unethical to not ask for Peter's permission and assured him that anything he discovered and/or profited would be split evenly between each other. When Conners told Peter it was their responsibility to explore the potential behind this experiment, Peter relented to his words and agreed to it.

Two months later, Peter intervened to stop a powered bankrobber only to encounter the Punisher. Punisher wasn't interested in taking sides and started shooting up the place. He was a danger to civilians for his behavior and Peter had to take him out. Spider-Man neutralized his guns with his webbing then blinded him. He then webbed down the robber and Punisher to the sidewalk street for the cops to recover.

Peter sustained damage from the fight, a cut to his back. Peter once again headed to see Dr. Conners to be patched him. While there, Peter noticed a change in optimism for Conners and he believed it's due to his research. Peter asked to see the research, but Conners excused it off another day as he had obligations to his son to a ball game. Peter then headed to work at the Bugle, and found that for once JJ had not accused Spider-Man of being a criminal. Peter was planning to celebrate, when someone called him on the phone. It turned out to be Aunt May and she had horrible news, Gwen was dead.

Upset that another fatality happened to his home, he rushed back home without suiting up. He got home to find Gwen's body, drained, literally sucked the life out of her. Police were question Peter and mentioned a similar incident at Empire State University (Conner's Lab), but Peter didn't figure it yet, about Conner's experiment had gone wild. Mrs. Watson welcomed Peter to stay with MJ over the night. In MJ's room, Peter and MJ talked about Gwen. MJ mentioned how she was the last person to see her alive and that she was considering being real friend with her. Peter doubted he was a good friend to Gwen and he started to blame himself. Peter broke down with guilt as he felt Spider-Man couldn't protect the people closest in his life. While thinking about possible suspects, Peter's mind replayed all that happened only to awakened to realize this had to do with Dr. Conners.

Just as Peter realized that Gwen's death was related to Conners' work, Dr. Conners himself appeared at the Parker residence. Conner came to see if Peter was okay, but Peter punched Conners to the floor and demanded answers. Conners explained that he tried to see what would happen if he mixed his Lizardman DNA with Peter's DNA, it was a failure. Unable to find a solution, Conners revisited Richard Parker's work, Project Venom. Conners did some genetic alterations and created a new self-regenerative organism. Peter was furious as Conners overstepped his bounds as a scientist. Peter's angst with Conners would have to be settled later as Carnage appeared.

Carnage attacked Peter and Peter held off Carnage while telling Conners to return to the lab to figure a means to defeat the creature. While Conners ran for it, back to Empire State University, Peter fought Carnage to the streets. After killing two cops, by sucking away their lives, the creature formed into a body similar to Peter. Peter lured the creature to battle him at the local power-plant and threw him over the furnace, the deed was done, Carnage was apparently dead.

Peter then returned to Conner's lab, explaining he had taken care of the problem. Peter was still furious over what Conners had done earlier. He rightly blamed him for the death of Gwen. Peter was going to pounce on Conners, but he ultimately left him alone. Peter later returned to MJ and told her he was done being Spider-Man. Later, Conners later went to the police himself and confessed his crime.

The following day, Peter was clearing out Gwen's belongings in her locker when Flash started to mock Peter for his inability to look after her. MJ was offended and whacked Flash for saying something so insensitive. A teacher found Peter, Liz, Flash, MJ and Kenny all on the floor. She tried to pull them away, only for the teacher to get hurt after she was shoved to a locker door. The incident lead to everyone to suffer detention for the following day.

The next day, at detention, Flash continued to say insulting things. MJ seriously asked Flash for his reasons for pestering everyone due to Gwen's death. With subtle expression, MJ figured out Flash had a crush on Gwen, but was unable to admit it. MJ realized the reason why Flash approached Peter on those occasions was due to the fact Flash wanted help to get closer to Gwen. Flash was either too proud to admit his feelings or to seriously talk about Gwen and left detention. Kenny tried to defend Flash, but Peter explained that Flash is a spoiled person and that the people that enabled him throughout his life has made him a lifetime bad person in a world filled with people similar to Flash. Kenny wondered about himself and Peter told him that he's a better person than Flash, as Flash uses Kenny to make himself superior.

Kenny then asked about Peter, he replied, "I'm nothing." MJ then asked his opinion about Spider-Man. Peter got upset over MJ's question and he ran off to the roof. MJ came to apologize, but Peter explained it was his own worthlessness. Peter told MJ he thought being Spider-Man can change the world, but he felt it hasn't; however MJ felt differently about it, feeling Spider-Man has made a difference. Peter then skipped off to another rooftop to deal with his feelings when another gang tried to hurt a woman over a purse. Peter used a green cloth to mask his face and defeated them robbers. Angered by their actions, he threatened to kill them if they didn't change themselves for the better. After they ran off, he questioned why he even bothered to help. Still guilt ridden, he looked to the sky saying "I'm sorry Gwen".[1]

Mind-Swap with Wolverine

One morning, Peter woke up to find himself in the body of Wolverine. He didn't know how to use Logan's body and accidentally opened his claws and stabbed his arm. He then called home, pretending to be a stranger, asking for Peter. Peter then screamed over the phone, demanding an explanation as to why their minds have been swapped. Both didn't know what happened, but they both agreed to talk over at Peter's HS.

The two met to talk, both accusing each other of swapping their minds, but both denied involvement. Peter then pleaded with Logan to attend class as any further absences would lead him to be expelled. Logan relented and attended to class, not without causing some minor trouble for him. Meanwhile, Peter waited outside of school when a drive-by shooting occurred. Peter tried to stop the attack, only to get him smashed under a car.[2]

Due to the fact he's inside Logan's body, he quickly recovered from the impact, but was intercepted by police. Peter tried to escape, but he was tased by the cops and sent to jail, much to Logan's dismay. Peter then made a collect call to the X-Men to get help over the situation. Kitty Pryde picked up the phone and listened to Peter's situation; however Kitty couldn't help but laugh hysterically over the situation. Not long, Logan appeared for a jail break.

Logan used Peter's spider abilities to charge into the jail to bail out Peter. He instructed how to use his claws and they both escaped jail. Peter was angry at Logan's lack of subtlety, having Spider-Man incriminated for assaulting police officers, and the jailbreak. After much debate, the X-Men appeared to settle the situation.

Apparently Logan continued to hit on Jean Grey and she decided to punish Logan by placing his mind in the least happy place, Peter's body. Peter demanded to be returned to his body and Jean obliged. After fixing their minds in the right body, Peter left in fury, cursing the X-Men for what had happened to him. Back at home, MJ was waiting for him, he had a lot to apologize for due to Logan's unfriendly nature. While hugging MJ, he found out Logan tried to do something her body without actually knowing what, only MJ asked to do that maneuver when they become older.[3]

Heart Troubles with Human Torch

Another day at school, Kenny tripped Peter and almost started a fight. MJ came to Peter's defense and Flash enraged MJ to point Liz had to hold her back. Peter was tempted to use his abilities, but held back. All between this, Liz fell in love at first sight with Johnny Storm, The Human Torch. After the teacher broke up the situation, Liz asked for MJ to help arrange a date with Johnny. MJ arranged a double date on Friday evening at the beach. Peter at first refused, but changed his mind after MJ mentioned bikinis. During the entire time, Peter still suffered guilt over Gwen's death, still believing he was responsible.

At late Friday, sunset, Peter, MJ, Liz, Johnny, and Kenny were all at the beach. They hung out until evening, talking over a campfire. They talked about how Green Goblin attacked their school and how Spider-Man also appeared for the rescue. Liz is still not a fan of Spider-Man, feeling threatened by a masked vigilante. Much to Peter and MJ's grin, Johnny came in defense for Spider-Man. While arguing his case for Spider-Man, Johnny's hand was near the fire and he was on fire.[4] Not knowing he was the Human Torch, everyone freaked, especially Liz, as Johnny turned into flying fire. Liz ran in terror and Johnny apologized for creating a panic. Johnny had to retreat back to the Baxter Building.

The following day, after school, Johnny reappeared to apologize for what had happened earlier; however he was so well disguised, that Peter didn't know who he was, but MJ did. He came to ask for Liz, checking on her, but they told him that she had been harassed and mocked all day due to him. Peter and MJ wanted to know if he was a mutant, but Johnny denied the origins of his abilities as a mutation. Johnny wondered if there was a chance that Liz would talk to him, but the couple's facial reaction wasn't a good answer; however Johnny still hoped to see her. Johnny had MJ and Peter send her a message, that he's sorry and that he wanted to talk to her, 5PM at Andru Park. After Johnny drove off, it was only then MJ clued off Peter that was Johnny. MJ felt sorry for Johnny's situation and suggested Peter to talk to him, as Spider-Man.

Liz never came, but Johnny continued to wait. Spider-Man arrived to talk to him. Peter used the false excuse about his "ability" to sense other people with powers to explain his presence. Peter used Johnny's admiration for him to get him to open up about Liz and his life. Peter tried to ask about his origins again, but Johnny still kept his lips tight. Johnny reasoned his silence was due in part to him, because Spider-Man is viewed at a negative light. Johnny then mentioned his personal frustrations as he's unable to make friends at his age and unable to have a relationship with another woman. Before they could go any deeper in detail, a fire had broken out at a nearby apartment building and Peter went to assist.

There was still people trapped inside the building and the fires were too intense for Peter to enter. Human Torch offered assistance and Peter had him draw the fire out of the building for him to rescue a baby. Johnny then absorbed all the fire and redirected them to the sky to dissipate. After saving civilians, they returned to the park, talking about the good they did. Peter told him being a superhero is a trade, that people would fear him, but he verified to Johnny that what they do was worth more than the negative aspects of it. The talk renewed Johnny's faith and he left feeling better about himself.[5]

Strange Nightmare

One night out patrolling, Peter happened to see Stephen Strange, Dr. Strange, attacked by a Asian man (at least that's what he thought). Strange was meditating without putting up an astral defense around himself and invited dimensional beings that could possess him, Wong (his assistant) attempted to wake him by smacking him, only to be attacked by Spider-Man. When Peter intervened, he was trapped in a vicious nightmare; however, Dr. Strange eventually revived him through mysticism.

Within his nightmare, it was at first peaceful. Peter dreamed that he and MJ went to the Green Tavern for their fancy date; he talked about his day for conversation. He recalled his guilt over Gwen motivated him to leave school, only to find the Ultimates battling Deathlok. Peter assisted by hitting Deathlok from behind and was complimented by them for his assistance. Soon, MJ and all the things that he feared turned dark against him. All his enemies returned to haunt his mind, all that he loved either died or became something grotesque.[6] Peter awakened, to find himself in bed, next to MJ. He believed that the nightmare was over, but he was still trapped within it.

The important women in his life, they all tortured him with emotional taunts. MJ mocked him and told Peter that he will cause her death, that everyone important to him will die because of him. Aunt May then appeared to torture him, choking on Peter; however, Dr. Strange entered Peter's mind to save him. Using his father's spells, Strange repelled the nightmare creature that held Peter hostage and cast him away. After Peter was exorcised, he returned to reality, but his mind was still traumatized by what he experienced. MJ arrived later in the night at his basement, supposedly going on their date, but Peter wanted to be left alone.[7]

The Hobgoblin's Death Wish & Leaving MJ

One day at a Roxxon lab, while attempting to rescue some scientists, Spider-Man was temporarily knocked out by a villain with electrical abilities. The man held Peter hostage, demanding adamantium. Since the scientists don't care about Spider-Man, they let him do as he pleased. Peter recovered and defeated his opponent, but not without displaying is appall for the scientists selling him out. He then asked about the adamantium, but nobody gave him a straight answer. Running late, he asked them to at least not blame him to the authorities for this incident and returned to school.

Back at school, MJ brought Harry over to the cafeteria. Peter pulled over MJ and asked her to maintain her distance with Harry. MJ wanted to know why, but Peter snapped at her. He didn't want to explain in detail, only demanded her obedience in the matter. MJ was shocked at his attitude. She suddenly reaffirmed that she didn't cause Gwen's death and ran off in tears. Later, Peter returned home to pack.

On the weekend, it's moving day for the Parkers. Aunt May can no longer suffer in a house that's been filled with so much tragedy. They decided to move, but it's just several houses down. While packing up his gear, Peter wondered about Harry. Peter dreaded Harry's intentions as he swore death and revenge upon him and the Ultimates; however, before Peter could anticipate anything, Harry appeared in the shadows.[8]

Harry appeared friendly at first, asking about his packing, but he quickly took a spiteful and resentful tone. Harry talked about how Spider-Man appeared whenever his father turned into a monster. While Spider-Man rose, his family suffered. He then mentioned how he came back to see his girlfriend, MJ, at the hands of his buddy. Peter wanted to know more about this alleged relationship, but Harry changed to subject. Harry mentioned how nobody understands their pain and experiences, that they need to help one another. Harry was lonely and emotional, he hugged Peter and vowed mutual support. He left Peter in a confused state.

The following day at class, Peter was angry, but didn't say a word to MJ. MJ flashed a note, asking what's wrong, but he ignored her with a furious expression. After class, Peter suited up and was about to leave when MJ stopped him. She wanted to know what happened and Peter shouted at her. He wanted to know when did she and Harry had a relationship, but MJ denied having an actual relationship with Harry; however, it was enough to clue off they did have a romantic fling.

Peter was furious to know that he confided to her everything and MJ left out on a critical detail that MJ thought wasn't that important. MJ wanted to know why he was so mad at the matter and Peter explained she's going to die. Peter explained her affiliation and her past ignorance over the Osborn's have nearly killed her in the past, to be involved with Harry felt as a deep betrayal to Peter.

Peter went on patrol to deal with his feelings. He saw a bunch of thugs attempting to rob the hot dog vendor for money. Peter attacked the three and threw the lead gunman into a car. Peter only then realized he lost control and quickly sent him to the hospital. Peter waited for the police to process him and Captain Jeanne DeWolfe appeared to talk.

Peter didn't remember her, so she reminded him of the incident at the museum with Gladiator. He wanted to turn himself in because he almost killed someone, but DeWolfe refused and complimented him on stopping a would-be killer. Peter felt she was deflecting the subject and reminded her that he lost control and need to be detained. DeWolfe told him to relax and gave him a card, a number, for future contacts.

Peter then returned to their new home. Aunt May had found out about MJ's fight with Peter. Peter didn't go into detail and it wasn't long that Harry called Peter. When Peter answered the phone, Harry gave Peter a cryptic message, "It's time. You help me. I help you."[9] Peter wanted to head out to reconnoiter the situation, but Aunt May refused Peter to head out, she believed seeing the Osborns will lead to nothing good.

The following day, MJ spotted Peter walking down to school, he was still furious. Even during a quiz, MJ tried to talk to him, but he continued to ignore her. MJ then found Peter at the football benches. MJ apologized again, but Peter ignore her. MJ got angry and apologized with frustration and Peter finally opened up to her. MJ then pointed out that he's been distant after Gwen's death. Peter then reminded her that she's not safe with him. MJ then asked about Harry's dad. She went into detail, explaining that she found out from Harry that Peter killed Norman in self-defense. MJ tried to comfort Peter, thinking he was suffering from anger/guilt, but Norman never died.

Peter pointed out that Norman was still very much alive, captured by SHIELD. MJ was confused as to why would Norman make up such a thing. Peter couldn't believe that MJ was so quick to believe that he killed someone and didn't mention it. MJ was still confused about Harry's intentions and Peter argued he's nuts. Peter decided to confront Harry to end things.

When Peter came to Harry's apartment, he found him talking to himself. Peter made his presence known and Harry continued to suffer from an unknown ailment. To Peter's surprise, he realized that Harry was having a reaction to the Oz serum. Harry then transformed into Hobgoblin.[10] Hobgoblin attacked Peter and the two fought, but Peter was outmatched by Harry's monstrous strength. Harry then threw Peter out of his building and the fight continued in the streets.[11]

Peter was trying to get Harry to recognize his humanity and control himself, but no avail. Hobgoblin continued to attack Peter and the surrounding area, hurting civilians; however, Peter had to retaliate with force. While combating Harry, MJ showed up. Harry then lunged toward MJ, not able to recognize her. Peter pulled him back and slammed him to a car. He then quickly grabbed MJ and swung her to the top of a roof. Peter wanted to know why did she appear, MJ explained she wanted to confront Harry, to understand the truth behind the deception. Peter had no time to talk to MJ, he only insisted that she obey his instructions to hide.

Before Peter could take her to safety, Harry climbed to the roof to fight. Peter distracted Harry from reaching MJ by pushing Harry out the building to fight somewhere else. They both fought to the ground, Peter repeatedly pounded on Harry, asking for his reason for doing all of this. It was then Harry finally uttered some sane words; he wanted Peter to kill him. Of course Peter refused to kill Harry. Peter insisted they are still friends and he wanted to help him. Unfortunately, the insanity within Harry's mind took over again and Harry returned to his violent rampage.

Ultimately, SHIELD agents came to neutralized Harry with Hulk Buster equipment. Peter tried to convince SHIELD to back off, but SHIELD wouldn't listen. They fired upon Hobgoblin until he fell and Harry returned to his human form. After the battle, Nick appeared to contain the situation and clean things up. Peter was furious, Nick had assured Harry's security before and demanded to know why Harry begged for death. Nick ignored him and Peter punched him. SHIELD agents retaliated by shocking Peter, but Nick had them release Peter, telling him to go home.

When Peter returned to Queens, he found MJ sitting at the doorstep of her house, waiting for him. MJ admitted her fear at the situation, not knowing what she stepped into. Peter angrily told her that she didn't listen. Peter explained it's because she didn't listen and ignored his warnings that she endangered herself again and probably will die from it in the future. With all in consideration, Peter decided to break up. MJ thought he didn't mean it and hugged him. They both embraced each other, but then Peter shoved her away and walked home, MJ was devastated.[12]

The next day in class, Peter couldn't handle being in the same room as MJ because of the uncomfortable tension. He excused himself to the washroom and when the teacher ordered him to sit down, Peter remarked that he's smarter than him and could teach the class; he left.[13]

Hammerhead's Turf Wars & Black Cat's Return

Later after having left school, Peter was swinging above the streets when he saw a fire near the pier. When he arrived, he didn't know what had happened. Moments later, he was attacked by Moon Knight.[14] Moon Knight believed Spider-Man was the cause of this incident and demanded answers. Peter didn't know what was he talking about and was forced to defend himself. After evading and webbing down Moon Knight's moon-rangs, Peter fled the scene.

The following day, at the Daily Bugle, Peter looked over JJ's editorial on the Moon Knight. JJ created the name, Moonman, for the covers. Even though Peter thought Moon Knight was better, JJ dismissed it and went along with Moonman. Back at his desk, he overheard Ben Urich talk to someone at Fisk's business in attempts to get a quote from him about the fire back at the pier. Suspecting this was another work of The Kingpin, Spider-Man went to investigate.

Once on the rooftop of Fisk's office, Elektra greeted Peter at the door. Fisk wanted to chat with Peter and welcomed him into his office. While riding down the elevator, Peter couldn't help but stare at Elektra's sexy body and attire; She told him to stop staring at "them." Once at the office, Fisk encouraged Spider-Man to have a slice of pizza with him.

While eating a slice of Fisk's pizza, Fisk explained his reasons for inviting him to talk: they have a mutual enemy. Fisk explained that recently, a new gangster, Hammerhead, had come to make an aggressive takeover for his territory. Fisk gave reasonable evidence to suggest he's not involved. Peter pointed out this could be a means to goad him into taking out Hammerhead to benefit him. Fisk admitted that Hammerhead's downfall would be to his benefit, but Fisk reminded Peter than his obligation is to prevent Hammerhead's takeover from furthering affecting innocent lives. Peter was strongly opposed to the idea of doing away Hammerhead to help Fisk and left assuring he won't help him.[15]

Peter then headed to see DeWolfe. He told her what happened between him and Kingpin and wanted her advice about Hammerhead. DeWolfe confirmed that Hammerhead is indeed a problem and needs to be removed from the streets. Their conversation didn't last long when she received news of Hammerhead in performing a shakedown in Chinatown.

Peter swung over to Chinatown to neutralize the situation. Hammer was attacking the Triad when Peter punched him in the back of his steel-like head. Peter was distracted by the pain from hitting him and Hammerhead recovered to grab Peter from behind. It was then Black Cat made her return and assisted Spider-Man.[16] Hammerhead threw a grenade to the both of them and Peter swung with Black Cat to the rooftop. Peter wanted to know how did Felicia survived, but there wasn't time for explanations as cops fired upon them and they had to evade.

After the situation calmed down, Felicia grabbed Peter and kissed him. Peter wanted to know how she survived her fall after being stabbed in the stomach, but she dismissed it as having several cat lives. Peter wanted to get a straight answer, but Felicia's flirty ways and kissing kept distracting him. Peter refocused on the subject and asked if she still intended to take down the Kingpin, but after he's defeated, she intends to have a regular relationship with Spider-Man. Peter realized he was running late and returned home before Aunt May made it home.

Back at home, Peter reflected on what had happened the entire day. He thought about Fisk, Hammerhead, and Felicia. Aunt May returned and they talked about getting some dinner. While checking the messages, a new one came in about Peter's absence from school. He quickly erased the message and hoped it wouldn't return to haunt him.[17]

The following day, at lunch in the cafeteria, Peter was fantasizing about Felicia's words of removing her costume and going ice-skating when MJ appear to talk. MJ wanted to know if they can sit together and be friends. Peter told her they are friends and she's welcome to sit with her; however she then asked if he was done with the break up. Peter and MJ then got into a heated argument.

MJ pointed out they are both in love with each other and yet they are not together, but Peter pointed it's her inability to stay out of harm's way that motivated him to do this. She then pointed out that even if he shut her out, he can't shut his entire life out as he's more Spider-Man than Peter Parker recently. Frustrated and angry, Peter walked off and went on patrol later in the night.

During the evening, Peter decided to follow a lead about Hammerhead and found an address for him. While scoping the scenery, Black Cat also appeared. While trying to observe Hammerhead, Felicia got flirty again, talking about collaborative effort. The two then stormed through the windows, only to find a confusing stand-off between the, Iron Fist and Shang-Chi, Moon Knight, Hammerhead, Elektra, Fancy Dan, and Montana.[18]

During the stand-off, Black Cat offered her services to take down Fisk. Hammer offered money to those willing to work under him and had Elektra, Fancy Dan, Montana, and Black Cat under his team; Spider-Man is in quick need of new allies. The remaining factions were not united, but they all engaged each other in the fight, causing great danger and confusion. To contain the situation, Peter webbed down the entire floor, temporarily pausing the entire fight for some order.

Peter used a cell to dial the police for DeWolfe to contain the situation. Black Cat tried to sweet talk her way out of the situation, but Peter wasn't falling for it. Hammerhead then threatened Peter's life, but he webbed his mouth shut. After while talking over to the dispatch, he encountered a fan that liked him for once and he was happy about it. Once DeWolfe came through, he told her what had happened and about to go into details when Elektra threw her sai at Peter. Elektra, Moon Knight, and Black Cat all had something sharp in their hands to cut themselves loose from the webbing to resume the fight.

During the fight, Elektra used her martial arts skills to hurt Peter. While behind Hammerhead, he tried to shoot Spider-Man with a gun, but Peter turned around and threw a painful uppercut to Hammerhead's steel-like skull. In between the fight, Hammerhead noticed Moon Knight was unmasked and took a picture of him with his cell phone to identify him. Elektra returned to attack on Peter, but he was thrown out of the building and onto a patrol car.[19]

The police started to arrest a groggy Spider-Man, but DeWolfe intervened to stop them. Back on the roof, the battle raged on as Elektra stabbed Hammerhead and he fell out of the building. Peter quickly used his webbing to cushion his fall. The next to fall was Moon Knight; he was still alive, but out of the fight temporarily. Elektra was superior in combat and was about to finish off Felicia when Moon Knight used the last of his strength to throw one of his moon-rangs into her back. Elektra slumped over the building and crashed on top of the car.

After the fight was over, the cops came into the room and arrested everyone still present. Peter fled the scene to observe matters across the street at the roof. Black Cat survived her battle, but Peter was angry at the fact she was so easy to side with Hammerhead. Peter then told Felicia that she has much to offer with her abilities and she agreed with him. Peter was going to leave when she stopped him for another kiss. Using her sensual charm, she convinced Peter let her unmask him for a kiss, but she had a bad reaction to his face. Shocked at the fact Peter is nothing more than a teen, Felicia threw up on his costume and fled. Disappointed and in pain, he returned home to find Aunt May threatening to kick him out for future occurrences of skipping school.[20]

Defending Against The Liberators

In a unexpected epic battle, anti-American forces, led by the Liberators, mounted a large assault upon New York and the rest of the United States. Peter and the rest of the heroes of New York fought off enemy forces, but were ultimately arrested by their enemies. The Ultimates managed to distract the Liberators long enough for Peter and the rest of the arrested heroes to break free of their bonds and fight off their enemies.[21]

Omega Red Attacks

One month ago, a salvage and wrecking crew, the Wrecking Crew, was hired to do some work when Omega Red appeared to attack. Spider-Man swung in full force for a frontal kick and attempted to web down Red. Red them grabbed him and threw him across the surface, but Peter rebounded by using multiple web lines to sling shot himself to slam on the back of Red. Omega Red was groggy after knocking into a container truck. He didn't have time to recover when Peter grabbed a forklift and smashed it on top of him, rendering him unconscious. Unknown to Peter, this victory got the attention of CEO of Roxxon Industries, Donald Roxxon; he hired Silver Sable and her Wild Pack to track him.[22]

Battle with R.H.I.N.O.

One afternoon, RHINO returned on a rampage in the city. Peter this time had his chance to face him. While combating and riding on top of RHINO, he was impressed at the design of the suit and decided to perform a stress-test on his webbing while at it. RHINO flung Peter right into an office building, but the damage was minimal. Peter noticed the army was present, but had no ability to take down the brute. Peter then grabbed a small steel beam and attacked on RHINO's back, his blind-spot. Peter pried open the armor plating of RHINO to expose the power core. Though impressed by the tech, he jammed the bar into RHINO and incapacitated him. After the battle, the army explained that it was stolen military prototype and Spider-Man had to be taken in for questioning. Peter swung away before they could try to arrest him.

A Date with Kitty Pryde

One day, while reading about his critics on a online forum, he received an unknown phone call. He at first thought it was a wrong number, but a second call came after, it was Kitty Pryde of the X-Men. Kitty wanted to hang out with Peter, suggesting they meet up after school. She then wanted to make sure he's not involved (due to her complex relationship with Bobby Drake) with anyone. Peter assured her that he's single and not tied to anyone. They both agreed to meet outside of his school at 3:30 PM.

After school, Peter was glad to see Kitty seriously showed up. Without anything actually planned, Kitty asked for his suggestion on what people do around here; they hung out at the mall. Kitty joked about how the mutants will take over the world, but spare the man who invented the corn-dog. Peter asked was she serious about that and she laughed it off as she assured him the X-Men are the good guys. Peter then asked about her call. Kitty admitted she doesn't have a lot of friends around her age. As they were talking, Flash hit Peter on the back of his head. Kitty remarked he could've easily wiped the floor with him, but he explained exposing himself for personal satisfaction would risk endangering his loved ones if everyone knew who he really was.

Peter mentioned MJ, but he didn't want to go into detail; however, Kitty wanted to know more about their backstory. Peter explained how she nearly got killed due to knowing his identity and her carelessness; it gotten her into many instances of mortal danger and he could no longer bear the responsibility for her life and decided to break up. Peter then asked about Kitty's situation. Kitty explained things didn't go well with Iceman and now she has to deal with him because they both live under the same roof. They later on headed to a rooftop to enjoy the scenery and continue their chat.

At the roof, Kitty picked up the subject of Peter's ability to date. Kitty wondered if Peter could date someone who could handle herself. Kitty felt so embarrassed about mentioning the matter that she ran off. She phased down to the lower level. Peter wasn't sure should he stay or leave, but Kitty returned. She apologized for her actions, but Peter thought she was cute. They were about to kiss when there was an explosion nearby. Peter decided to suit up and go investigate and Kitty wanted to join. Peter didn't want Kitty to be hurt, but Kitty reminded him that she can't get hurt with her phasing powers.

It was a robbery committed by the Shocker, who threatened to hurt Kitty of she didn't get out of the way, but nothing happened. The sonic-blast went through Kitty's body and she then disabled his weapons. Peter pre-spun a web netting for Shocker to run into. The sight of Spider-Man was enough to cause Shocker to run for his life, right into the webbing. After police arrived, the duo swung back to the rooftop.

Kitty told Peter she had a good experience. Further discussions couldn't be made as the X-Wing arrived to pick up Kitty. Kitty then suggested keeping in touch through e-mail and see each other again on Saturday. Before Kitty left, they kissed and she returned to X-Manor. Peter went home and was excited to find that Kitty had already e-mailed him.[23]

Silver Sable's Hunt & Attack of The Vulture

At school, Peter grinned throughout the day. He was still amazed at the fact he's dating Kitty Pryde. After school, Kitty showed up to hang with Peter for the next 2 hours. While in his room, he told her about his fight with RHINO. MJ suddenly called, told him to check out the news and hung up. Peter flipped on the TV to find out that Flash Thompson was captured by unknown men who accused him of being Spider-Man.

The following day, Peter returned to school to find a media frenzy. He had his Spider-Man costume in his school bag. There was security actively searching students bags.[24] He was saved from exposure by a Spider-Man copycat running loose in the halls. Security went after the copycat and Peter escaped their scrutiny.

Peter later headed to Aunt May's work site to tell her his secret identity. The media frenzy and attention over his school made him feel uneasy about things. Peter tried to explain to Aunt May that he skipped school due to his Spider-Man identity, but Aunt May mistakenly believed that Peter was suffering anxiety because Spider-Man scared him. Aunt May tried to calm Peter down by telling him how horrible and a coward Spider-Man is (much to Peter's dismay). Aunt May then suggested having Peter talk to a therapist to help him cope with his anxiety. Aunt May allowed him to be excused from school for the day and he never told her about him being Spider-Man.

Back home, Peter talked to Kitty on the phone and admitted he couldn't go through with it. He mentioned his surprise at how strongly his aunt was against Spider-Man. Kitty mentioned how she kept her mutation a secret a full year from her mother until she accidentally phased through the floor in front of her. Her mother was still dealing with the situation. Peter still felt he should tell Aunt May. Kitty assured him that after saving people from a great threat that public opinion would change and that he could tell her then. Peter then talked about how Flash got involved because of people looking for Spider-Man. Kitty suggested that he take the fight to them; hunt them instead of being the prey.

Peter headed to Flash's home to get some clues, but as Spider-Man; he didn't get much out of him. While contemplating the situation, he sensed danger and his reflexes enabled him to avoid a taser wire about to hit him in the back. Peter webbed up three attackers (two men and a woman). Just then, Silver Sable appeared, explaining that they were hired not to hurt him, but to retrieve him for their employer.

Peter webbed Silver down and commented on their foolish nature and their lack of ability to take him down. Peter continued to mock their stupidity by taking one of their cell phones to notify the police. As Peter was about to hit the call button, he felt danger, but he wasn't sure why. As soon as he hit the call button, a strong electrical shock surged out of the phone, knocking him out cold.[25]

Peter awakened unmasked and tied to a chair. Donald Roxxon, CEO of Roxxon Industries, had hired Silver and her Wild Pack over a month early to track down Spider-Man for questioning. Roxxon apologized for his rude treatment and wanted to know about Spider-Man's knowledge of his company's affairs. Peter himself was confused; he didn't know Donald Roxxon. This matter also confused Roxxon. He then explained to Peter that he had saved him on at least two occasions from masked men who tried to hurt his company and he was there to save him. Peter at first didn't know what he was talking about, but videos of his previous fights (including Omega Red) reminded him what he was referring to. Peter then told him that it was merely a coincidence, he didn't know who was after him and demanded to be freed. Roxxon still believed he knew something and had Peter's fingerprints to ID him.

After running the prints, Silver and her Wild Pack were on high alert; they were being tracked. Peter's ID was highly classified, under the protection of SHIELD's monitoring system. The moment his prints were scanned through the system, Fury was immediately notified. Everyone tried to scramble as they realized SHIELD agents would soon come after them. Moments later, someone threw an explosive into the room. The entire side of the room (facing the window) was blown apart.

Roxxon was falling to his death, but Peter rescued him and webbed him down the side of the building to safety. He then returned to the building to find that one of Silver's crew died in the attack. Another one of her men pointed a gun at Peter, blaming him for his buddy's death. Just as Silver told her men that Peter wasn't responsible, a secondary explosive came flying through. Peter quickly webbed the grenade and redirected its path. The person who attacked them was the Vulture.[26]

Peter didn't know who Vulture was, but knew that his the attack had to be stopped. Silver's team tried to shoot Vulture down while Spider-Man attacked him. Vulture tried to launch another volley of grenades at Peter, but Peter easily evaded them. He had to redirect them away from the crowd below, which gave the Vulture a chance to attack Roxxon. Peter saved him again.

Vulture then used his wings to fire a volley of razor blades at Peter. Peter used his webbing to help him run faster on the side of the building to avoid getting cut. While Vulture's attention was on Spider-Man, Silver shot Vulture in the back, damaging his energy pack. Vulture's suit become unstable and Peter used his webbing to control his descent into the Rockfeller ice rink. Peter webbed him down and returned to check on Donald Roxxon, only to find him missing. Peter noticed that his webbing was cut; someone let Roxxon loose. Peter was still confused as to what happened, but he had to return home to complete his geometry homework.

The following day, there was a media frenzy over Roxxon. Unknown to everyone, Fury found the source of Vulture's tech and Roxxon's attacker, the Tinkerer, was a disgruntled employee of Roxxon's and he wanted revenge for what Donald did to him. Fury decided to arrest Tinkerer and have him work for SHIELD's R&D department to avoid jail and death. Tinkerer would later develop the Spider-Slayers.

Peter was at home, talking to Kitty over the Lifetime channel's Spider-Man movie. It depicted a brave Flash Thompson defending himself against Spider-Man. Kitty assured Peter the mortifying experience would pass, but not without Logan's loud laughter behind the phone.[27]

Mojo's Mutant Hunt at Krakoa

One afternoon, Spider-Man interrupted a jewel robbery in progress. The Ringer attacked Peter with his constricting rings, affecting his ability to breathe. Just then, Kitty (in a new costume) appeared to help. Kitty's phasing powers allowed her to fight without getting hurt. She shorted Ringer's abilities and freed Peter from his bonds by phasing him out of the rings. To Peter's surprise, he phased through his bonds as well as his suit; he was still masked, but half naked. Ringer tried to escape, but his equipment shorted out completely and Peter webbed him down for capture.

After the battle was over, they investigated Ringer's equipment and found his wallet. They wondered what kind of bad guy would bring his own wallet. Kitty then yellowed out Ringer's ID: Anthony Davis from Medina County, Ohio. They had to flee the cops before they could check things out further.

As Peter and Kitty swung their way to the abandoned warehouse (near Peter's home), they talked about his recent encounter with "lame" villains and Kitty's new costume. They talked about giving her a new hero name to match her new outfit, but they couldn't come up with anything. At the old warehouse, Peter talked about he still wanted to keep his identity a secret from his aunt and wanted to have a normal date. Their conversation ran short as the X-Wing (on automatic pilot) came for Kitty. They kissed and she returned to X-Manor. Unknown to Peter, Kitty returned home to find the X-Men had mysteriously turned on her. While escaping from Wolverine and Storm, she dispatched the X-Wing for help. She was incapacitated and shipped to Krakoa, to Mojo's mutant hunting reality television show.

Back at home, Peter found out that Aunt May had dressed up for a date. Peter suspects it was more than a group gathering, but he didn't burst her bubble. While seeing off Aunt May, Peter saw the X-Wing return to the old warehouse. Spider-Man went to investigate, believing Kitty had returned, but no one was there. Peter decided to trust the X-Wing to fly him to the X-Manor. When he got there, he found Kitty greeting him, but his spider-sense was on high alert. Peter was confused as there was no danger to Kitty, but Peter was shocked unconscious.[28]

Spider-Man awakened in a helicopter with Deadpool and his cyborg soldiers. Peter was handcuffed and awakened to a rude shock. They threw Peter out of the helicopter, onto the island of Krakoa. As Peter fell, he used his web shooters to spin a net to break his fall. Just then, a large muscular cyborg came after him. Peter adjusted his cuffed arms forward, webbed down his attacker and ran off. While running away, he bumped into a metallic object. Peter thought it was another cyborg and was about to attack. Colossus identified himself and broke Peter's cuffs to free him. Peter then panicked as he didn't understand the situation. He told Colossus how he ended up here and that Kitty attacked him, suggesting mind control. Colossus believed it might be the work of a shape-shifter as it was out of her character to do so. As they were trying to understand their situation, Cyclops's optic blast was seen nearby and two followed the direction of the beam.

Peter and Colossus found Cyclops also cuffed and attempting to blast several of his cyborg attackers. Peter and Colossus assisted Cyclops and freed him of his bonds. Cyclops also told them a similar story of being attacked by a friendly Wolverine, and being thrown out of a helicopter. Peter was still worried about Kitty, but Scott warned him they were being hunted. Just then, a cyborg serpent with machine guns attacked them. They were pinned down by their attacker's barrage of fire when Storm intervened. She used a thunderbolt to take down the attacker and regrouped to reconnoiter their situation.

Storm then used her wind powers to lift the group high enough to show them that they were on Krakoa Island. After Peter realized they're half around the world in a third world country, he felt his life is over as there was no way to explain his way out of this to Aunt May. Just then, two attack helicopters started shooting at them and they ran for cover. The chopper flew lower to attack them, but the chopper crashed and exploded. Out of the explosion, to Peter's relief, Kitty appeared before them.

As the two embraced each other for comfort, there was concern over Kitty's true identity as each and one of them was attacked by someone they knew. Kitty then whispered something private, something only Peter and Kitty would know and Peter vouched for her. As they talked, Nightcrawler teleported over to confirm they were part of Mojo's mutant hunting reality show again. Just then, Rogue, Angel, and Marvel Girl regrouped with them. Jean was knocked out, but she awakened after Scott tended to her.[29]

Jean was confused and wanted to know their situation and Scott told him they're on Krakoa. Kitty explained that Krakoa was known for mistreating mutants and hunting them for sport on reality TV. Just then, Deadpool and his cyborg forces attacked. Spider-Man and the X-Men went on the offensive and fought off Mojo's henchmen. During the fight, Deadpool grabbed Nightcrawler and choked him. Peter jump-kicked Deadpool to free Nightcrawler and then grabbed Kitty to swing to safety, all while filmed on reality TV.

While hidden behind some trees and bushes, still being filmed, Kitty and Peter took a breather while hiding. Kitty apologized for dragging Peter into the situation and dreaded they would break up. Peter confirmed he was mad, but comforted her as she wasn't at fault. Kitty then realized that if they're all captured, Prof-X must be captured as well. Just then, Peter's spider-sense alerted him of danger and they swung away from a large explosion intended for them. Kitty used her phasing powers to prevent both of them experiencing the expanding flames as they swing to safety.

Once regrouped with the X-Men, the group fought off their cyborg attackers and Peter unmasked Deadpool, it was Prof X.[30] Peter wasn't buying it as his senses tell him it's a trick. Kitty and the team tried to stop Peter, but Peter insist it's not the real Professor Xavier. Deadpool then tried to shoot Kitty, but she phased through the attack. The group taken another tactical retreat, but it wasn't long their hunters returned for them.

Kitty was angry this time and charged at Deadpool's group, disabling the electronics of all the cyborgs. Peter and the rest of the X-Men took down the cyborgs and then focused on Deadpool. Peter stormed with his crawler assault and unmasked Deadpool, revealing a badly disfigured human face protected under prosthetics. Deadpool retaliated and gained an upper hand in the fight against Spider-Man until Kitty phased through Deadpool, shorting his cybernetics. The shorting cause an internal overload and Deadpool exploded. Spider-Man and the X-Men then fought their way through to Mojo's facility to recover Prof-X.

Mojo knew he was in a bind with the X-Men after him. Prof X offered Mojo mercy so long as he was freed to regroup with his X-Men and Mojo complied. Prof-X expressed his gratitude to Peter and they flew off on a private plane back to X-Manor. During their trip home, Kitty was unsettled by everything had happened and held onto Peter for comfort on their way to New York.

After reaching home, Peter felt it was time to come clean with Aunt May as he has no more excuses for her. Kitty showed support for being there with him when they face Aunt May; however to their pleasant surprise, Aunt May wasn't home. She left a message on the machine, saying she was going stay over with Miles Warren (her date) and wouldn't make it home; Kitty reacted with laughter as Peter dodged a bullet.[31]

Vampires & Complications with Kitty

Sometime later, patrolling at night, Peter saw a man chasing down another man with a gun and sword, Blade. Peter at first thought the pursuer was the bad guy and knocked him over. While the attacker was down, Peter checked on the "victim", only to be attacked himself by a vampire. The vampire turned to dust after Blade stabbed the vampire's heart. Blade then grabbed Peter, identified himself, and threatened to have Peter's heart for breakfast for future interference(s).

Back at the Bugle, talking to Kitty over the phone, Kitty expressed her excitement as Entertainment Weekly named them the "it" couple. To Peter's dismay, video of Spider-Man comforting Kitty during their time at Krakoa was leaked through the net, over 3 million downloads. Seeing how everything was unfolding, Peter wanted to know if they were okay as a couple. Kitty took it as a sign Peter wanted to break up, but Peter assured her he didn't want that. They confirmed that they still wanted to be together, but had to see each other less until the media sensation blew over. Peter couldn't talk any longer as JJ Jameson was nearby, throwing a fit over Ben Urich's suggestion of vampires.

Peter hung up on Kitty and listened in to Ben's talk about vampires. Ben argued that with all these super-powered humans, there was bound to be vampires too, but JJ refused to go with the story. Ben realized this story wouldn't come to light and gave up. However, Peter was curious and took Ben's file to read.

Ben had a personal interview with a woman named Jennifer Grunwald and Peter read his investigative report. Ben describes how Jennifer was attacked by a vampire while working at the library. She found herself at home, dazed, confused, and a pair of bite marks on her neck, consistent of a classic vampire attack.

The following day, walking around school campus, Peter found an upset Mary Jane Watson. Peter greeted her, but she gave him a look that suggested more. MJ told Peter she didn't want to deal with him today and he was confused to her anger at him; MJ showed Peter the front cover of People magazine, with him and Kitty comforting each other. Peter was surprised the whole matter was covered even on People.

MJ couldn't handle the fact Peter rebounded so quickly. She wanted to know after breaking up with her, due to risk endangering her life, how he could end up dating another girl in two weeks. Peter explained she has the ability to phase through things, thus she can't be harmed at all. MJ realized Kitty's the perfect girl for Peter. MJ wondered did he love Kitty and he answered "No". MJ was still insecure, believing he was falling in love with Kitty.

Peter tried to explain things, that the whole thing in Krakoa was to help Kitty and the X-Men out of a jam, not a romantic moment. He told her that he still have to contend with the media looking for Spider-Man. MJ then wanted to know did he know her when they were still together, he confirmed it and MJ got up to leave. Peter wanted to be friends with MJ, but MJ didn't want to. She doubted that Peter could say the same thing so easily if she rebounded so quickly with another man. As MJ walked away, he assured MJ they'll always be friends; however MJ sarcastically responded with enthusiasm. As she stormed off, he also warned her to lookout for vampires.

Later a night, at the Bugle, the staff came to report Ben Urich missing. Peter realized this might have to do with his investigation with vampires and headed to Jennifer Grunwald's place at Brooklyn. At Jennifer's place, there was a battle between a vampire-sired Jennifer Grunwald and a male vampire. The vampire and Jen were fighting for meal ownership over Ben, but Morbius intervened.[32] Morbius tried to stop them from fighting over Ben, but Peter attempted to web down everyone. Vermin retreated while Morbius staked Jennifer. Peter then grabbed Ben and took him to the nearest hospital for medical attention.

Peter tried looking for the Fantastic Four for assistance, but they weren't around and Peter tried a local hospital. The doctors wanted to know what had happened to Ben and Peter tried to explain that a vampire bit him. When the doctor didn't believe him, Peter shoved him to the wall to make his point. The police tried to stop Peter, but he webbed the cop down to continue talking with the doctor. The doctor asked Peter to leave and stop causing a disturbance and he obliged. Peter had no choice, but to leave Ben in their care.

Peter was worried that Ben was still a target of vampires and decided to remain hidden until something appeared. Morbius arrived, baring his fangs at Ben and Peter intervened. Peter thought Morbius wanted to bite Ben again, but Morbius affirmed that he's not trying to drink Ben. He assured him he's trying to save Ben from him fully turning into a vampire. Morbius explained that certain vampires aren't that way, some are strong enough to resist the need to feed on innocent people. Morbius mentioned he swore to his mother's grave to stop his father's curse, Dracul. Morbius assured Peter what he's about to do is for the better, but Peter still believed he's going to hurt Ben and stopped him. Morbius then flung Peter through the hospital wall. As hospital security tried to contain the situation, they freaked and retreated as the sight of the newly arrived vampire trio.

A female and two male vampires came to feed on Ben and turn him into a vampire. The female vampire snuck behind Peter and bit him to drink him; however the vampire reacted violently, exclaiming that Peter's blood is diseased. Peter freaked as he thought he was going to be turned into a vampire and attacked them. Along with Morbius, they fended off the vampires, but Peter was still freaking out, believing he's going to be undead. Morbius checked his wound and assured him that his spider-tainted blood was impure for a vampire to drink. Morbius then showed Ben is recovering well after treating him. Morbius decided it's time to leave, but hoped Peter would grow up in their next encounter.

The following day, at Biology class, Peter wasn't all too happy about dissecting a dead frog. MJ knew something was wrong because he wore a turtle neck sweater (to cover his vampire bite). After some insistence, Peter made MJ promise not to tell everyone and revealed his bitten neck. MJ was shocked to realize it was a vampire bite. Peter told MJ that things are happening again, that he's experiencing things a teen should be exposed to. Peter couldn't hold back his feelings anymore and he started to break down. MJ held Peter in her arms to comfort him.

The following morning, Peter told Kitty what had happened. Kitty wasn't happy at all, she was furious and jealous all the same time. Kitty was very upset, saying she should be the one comforting him and not his ex-girlfriend. Peter argued that she wasn't available at the time and that MJ and him have been friends for a long time. He explained MJ was there and she helped out, but Kitty felt differently. Kitty then exclaimed that she's the girlfriend and only she should be doing such things, not MJ. Peter wasn't arguing her point and affirmed Kitty is his girlfriend, but then Kitty argued that MJ is the girlfriend in this situation. Peter argued that he has no friends, only her and MJ to confide to. Kitty argued it was different, that Peter is in love with MJ.

Peter reacted in silence, confirming Kitty's worst fears. Kitty realized that Peter broke up with MJ wasn't because he hated her, but broke up with her for own safety; Kitty's insecurities are in full bloom. Just then, Aunt May came in to greet Peter. Kitty thought it was MJ, but Peter said it was Aunt May, leading an awkward moment. Unable to explain any further, he hung up the phone.[33]

Defeating Kangaroo & DeWolfe's Death

One afternoon, Spider-Man once again swiftly defeated Shocker. As Peter tied Herman with webbing, he mocked Shocker for being one of the worst criminals. To Peter's surprise, Shocker was so upset at his defeat that he started crying; however Peter was more confused as to how quickly Shocker came out of jail after sending to jail no less than four times. Franklin Nelson, an attorney and friend to Matt Murdock (aka Daredevil), appeared and explained that Spider-Man's tactics of tying up the criminals for the cops to pick up can easily lead to dismissed cases. Franklin insisted that if Spider-Man wants Shocker in jail, he needs to have him properly processed by the law; Peter listened to Franklin and took him to the local precinct.

Spider-Man arrived through a window and scared all the cops to point their guns at him. Coincidentally, Captain Jean DeWolfe was there to have the cops stand down. After delivering Shocker, De-Wolfe wanted a private chat with Peter. At the roof, DeWolfe wondered where had he been and mentioned about him dating Kitty; however Peter re-focused the subject matter at hand, the reason for this conversation.

De-Wolfe wondered would Spider-Man use information against a bad guy to help arrest him. DeWolfe explained she has reasonable evidence about a suspect about to do something bad, but she can't act because the extent of the law prevents it. DeWolfe knows Spider-Man can operate as he pleases and wanted him to use that information ahead of time to prevent a crime to happen. Peter was at first reluctant to act, but DeWolfe made Peter feel guilty about the matter, telling him someone might die because he didn't act.

Peter relented and asked for specifics about the suspect. DeWolfe explained that a new figure, named Frank "Kangaroo" Oliver has entered NYC to take over Fisk's territories. DeWolfe explained due to legal constraints and circumstantial evidence, there's not enough to convict Oliver, but Spider-Man can beat him up; however Peter wasn't all too happy about the beating part. Peter explained he doesn't go and assault people. DeWolfe wanted to know his approach, but Peter himself didn't know, only to act accordingly when the situation happens. De-Wolfe then handed Peter the necessary information to find Oliver and he swung off. Unknown to Peter, DeWolfe is in league with Kingpin and just convinced Spider-Man to take care of a Mafia problem.

Using DeWolfe's information, he found the pool-bar that Oliver was likely to be in. While contemplating the moral implications of hurting a man, his moral dilemma was easily cured after a brawl started within the bar. When Spider-man entered, he was amazed to see Daredevil in action and decided to assist; however Daredevil rebuked him for his interference. Daredevil called Peter an "idiot," whacked him in the back of his neck, told him he was too young and stupid, and threw him out of the bar.

Peter didn't listened to Daredevil. He quickly rebounded after being thrown out and assisted Daredevil after two thugs started hitting him in the back. Spider-Man webbed some of the attackers to help Daredevil when they both detected immanent danger: Punisher was about to fire a RPG into the bar. The explosion didn't kill either of the two, but the shock flung them to the floor. They quickly had to rebound as Punisher wasn't a friendly, he carelessly just shoot a hail of bullets with his uzzies.

Both Peter and Daredevil ran for their lives as Punisher continued to shoot at them. While evading Punisher's gunfire, Daredevil continued to demand Peter to "shut up" over every sarcastic question he made. While hiding behind a wall to avoid gunfire, Moon Knight appeared to engage Punisher. Peter took the distraction as a chance to go after them.

Spider-Man found the Punisher and Moon Knight battling each other at the rooftop. Peter attempted to web down both of them, but neither of them was successfully tied up. After evading gunfire and moon-rangs, Peter managed to detain both of them as the police came to arrest everyone. Some of the cops were still nervous about Spider-Man and aimed their pistols at him, but De-Wolfe calmed the police down. Peter argued he's not the crazy one, that Punisher is the crazy one. Punisher managed to move around the webbing enough to shoot and killed DeWolfe.

Peter could only watch in shock and horror as DeWolfe got shot and died in his arms. Furious, Peter climbed back to the rooftop and punched Punisher, demanding his reasons for killing DeWolfe. Punisher explained that DeWolfe was a dirty cop, but Peter couldn't believe it. Daredevil verified that DeWolfe is indeed a dirty cop; however Peter argued DeWolfe sent him here to stop crime. Daredevil explained he was tricked into taking out Kingpin's competition.

Peter wanted to know how is De-Wolfe dirty. Daredevil explained there's a rumor that DeWolfe is one of Fisk's lovers. Peter reacted in hatred for the Kingpin. Daredevil welcomed Spider-Man to the world, "one day older." Peter, Daredevil, and Moon Knight fled the scene as cops were after them; however Punisher was left behind for the cops to arrest.[34]

The Clone Saga

Catching-Up with MJ & Scorpion's Attack

One day, after school, MJ and Peter decided to head to the local food court to talk. Peter expressed his appreciation of MJ talking to him and being a friend again. MJ assured him that she's making a costume for him as he recently damaged his costume again. Peter was grateful to know as he had to suit up with blue tape to support his ripped suit. Just then, Mark Raxton appeared to greet MJ and finally meet Peter.

Mark had tried to court MJ before, but she rejected him after telling him how remarkable Peter is. Mark had to see for himself and left without a judgmental comment. Peter was curious about Mark as he never met him before. MJ explained that he's Mark Raxton of the band, The Molten Man. MJ admitted they went out during their separation. Peter told her he's not interested in the details of her relationship with Mark; however an awkward silence came over the two. MJ jumped back into the subject and assured him nothing happened between her and Mark. Peter was curious to know did she see any other men and she joked how she's engaged with the Human Torch and holding out for Daredevil. MJ said their peers are all presuming they're getting back together soon and Peter apologized if that gossip is affecting her romance life, but MJ was okay with it.

MJ then asked about Kitty, but Peter didn't want to dive into the subject. Peter told MJ that Kitty is grounded and sarcastically remarked she's a big fan of MJ. MJ asked if Kitty trusted him, but Peter feels Kitty doesn't understand him. Just then, the mall was under attack and Peter quickly suited up to face the attacker. After saving a child from the explosion, he went to see the center of attack, it was the Scorpion.

After Peter defeated Scorpion,[35] he quickly took his unconscious body to the Baxter Building; he needed help from the Fantastic Four. Peter managed to climb to the top section of the building, but he didn't know it was riddled with security. He was knocking on the window for F4's attention when the security system enveloped him in some energy field, hurting him. Reed quickly disabled the security system to let Peter in.

Once inside, Peter asked for their help and confidentiality from Nick Fury. After some analysis in a containment field, they found out that 94% of the Scorpion's DNA is identical to a Peter Parker. Peter unmasked himself, telling the F4 he is the true Peter Parker and the Scorpion is a clone.

Reed then checked in with Fury to make sure SHIELD isn't performing any cloning experiments and Fury truthfully confirmed it's illegal and nobody is known to be cloning anything. Peter was suspicious of Fury's honesty, but Reed confirmed his findings as he had a lie detector monitor their conversation to ensure truth. Reed was curious to Peter's origin of his powers. Peter told him it was a from a spider bite, but Reed didn't buy it. Peter had to insist again it was a spider bite, from a big spider. Reed took some blood from Peter to do a genetic comparison, but Peter didn't have the time to confirm his findings as he needed to run back home Aunt May.

MJ Missing & Family Revelations

Peter swung back home, still disturbed that there's a clone of him with a tail. As he got home, Aunt May intercepted him at the door and told him MJ is missing. He then head to the Watson's household to understand the situation. Mrs. Watson thought MJ ran off again and thought Peter knew where she went. Peter assured Mrs. Watson he doesn't know himself and ran out to search for her. Peter had hoped that MJ was at the abandoned warehouse, but he found someone else instead: Spider-Woman.

Peter Parker (Earth-1610) and Gwendolyne Stacy (Clone) (Earth-1610) from Ultimate Spider-Man Vol 1 98

Gwen's Return?

Peter didn't care who Spider-Woman was and demanded to get MJ back. Spider-Woman denied involvement in her disappearance, but Peter wasn't calm to think things clearly. Peter automatically presumed Spider-Woman had something to do with MJ missing. Peter tried to attack Spider-Woman, but she evaded and tried to calm him down. Peter wouldn't listen and Spider-Woman webbed down Peter. Peter was knocked over and caused a small collapse of building material over him. Peter was knocked out, but Spider-Woman vowed to help Peter as they didn't deserve this. Peter awakened, dazed and confused as a female copy of Spider-Man existed and seemed to know him. Without any clue of MJ, Peter returned to his neighborhood, only to find a woman walking back into his house. Peter thought it was MJ and he ran in to see her; however he found a very-much-alive Gwen Stacy.[36]

Peter thought he was having an illusion and collapsed to the floor, believing he's seeing things. Gwen touched Peter's face and assured she's real. Peter believed her and wanted to know where did she come from, but Gwen suffered memory gaps and couldn't give Peter a straight answer. Just then, Aunt May walked in and just as shocked to see Gwen. May freaked and was going to call the cops, but Peter calmed her down enough to explain things.

Peter finally told her that he's Spider-Man and that he's been doing this to help people. He explained that he thought Gwen was killed by a monster looking after him and that only now he found Gwen alive. He also mentions he's afraid that MJ's disappearance might have something to do with him and he's trying to figure things out. Aunt May wanted proof and so Peter climbed on the wall to prove his abilities. May then wanted to know why there's a living Gwen Stacy after seeing her dead body. Peter himself couldn't explain things, but at this point, Aunt May had it; she wanted Peter and Gwen out of her life. If things wasn't complicated enough, Richard Parker returns to see Peter.[37]

May was glad that Richard returned, that way, Richard can take back Peter to end the "Parker drama." Richard then hugged Peter, to Peter's joy, his father came back to him. Peter was upset to know Aunt May never told her that she knew her father was alive, but May argued Peter never told her he was Spider-Man. Gwen, May, Peter, and Richard all sat down at the kitchen to talk over leftover pizza.

Richard explained that he never boarded that ill-fated flight that killed the Brocks and Mary Parker, his wife. He had his doubts about presenting their work and stayed in New York until their work with Trask was finished. When the world thought he and Mary died, he was a ghost to those he loved. The CIA then approached Richard to work as part of their R&D program and Richard accepted. After watching the news about Venom causing a rampage in Queens, Richard returned to visit his family from a distance. He also recently saw Aunt May and told her he's alive. Peter still wanted to know how all of this had to do with Gwen's return, but he wouldn't have a chance as SHIELD arrived.

Fury's Containment & Spider-Woman's Intervention

Fury had surrounded the Parker's house with Spider-Slayers, poised to attack. Then in the midst of confusion and anxiety, Gwen started to panic and transformed into Carnage. She then broke threw the window to attack SHIELD. All of this anxiety and excitement finally got to Aunt May, she suffered a heart attack.[38] Fury's slayers fired onto their household while Peter tended to May. Richard wanted Peter to escape, but he wouldn't leave behind Aunt May. Peter then blamed Gwen's monstrosity on Richard, but he denied involved making her that way. Richard explained he only found her in attempts to help her. Peter wanted to take May away, but Richard warned him that sudden movements would risk further harm to Aunt May's condition.

Peter left May behind to get help from Fury. He told Fury to stand down as his aunt is in trouble, but Fury apologetically refused as the situation needs to be contained. Peter grabbed Fury on a choke-hold and threatened to kill him if something happens to his aunt. Peter was shot down by a slayer and Fury grabbed a gun to hold down Peter. Just then, the F4 intervened on Peter's behalf. Fury insisted the F4 to stand down, but they decided to assist Peter. Peter quickly explained that his aunt is in trouble and his father is tending to her. Reed was surprise to find out Richard Parker was alive, but there was little time for explanations.

While Ben Grimm and Reed Richards fought Carnage, Sue used her shielding abilities to safely walk inside the house to tend to Aunt May. Sue safely escorted her out of the house and taken her to safety while the slayers focused their attack on Gwen. Tinkerer figured out enough of Carnage's nature to take it down and they fired upon Carnage at full force. After the smoke had cleared, there was only Gwen, naked in her human form and quickly passed out.

After the battle, Peter and Gwen are to be arrested and taken into SHIELD custody. Peter wanted to know why he's being treated this way and Fury apologetically explained that he's the center of the biggest genetic disaster since the Hulk. Fury made it clear it's not really Peter's fault, but his clones; Spider-Man must end as well. The F4 strongly opposed about Peter's arrest, but Peter had accepted his fate.[39] Just as all seemed over, Spider-Woman appeared and rescued Peter to safety.

Spider-Woman's Story

After evading SHIELD and the F4, Peter was freed of his cuffs and the two road on top of a truck to talk. Peter wanted answers and Spider-Woman unmasked herself, revealing she's a female version of Parker. She explained to Peter that she's born about a month ago at a CIA facility. She then recalled all of her experiences to Peter:

Ben Reilly was present when she awakened, explaining her situation. Ben explained that he's the former genetics researcher with Dr. Conners. He used the remains of Conners' research and Peter's genetic sample to replicate their own Spider-Man. They created a "phase 5" version of their project, manipulating the DNA to create a female version of Peter to work for the CIA as an agent with the alias, Jessica Drew. Ben told her that all of her memories as Peter Parker will be wiped and that she'll have a new identity and life. For unknown reasons, he went into detail how he came to be here.

He told her he was facing jail time due to Conners' work, but he made a deal with the CIA to work on their project to be free. He tells her that they figured out how to make a clone and re-engineered Osborn's Oz formula. He reasoned why Peter's genetic sample was chosen was that normal human genome was too weak for the process; they need something stronger and Parker's DNA was perfect for the experiment. Ben explains there's interest in creating a mass clone army of Spider-Men, a new generation of war and that she's possibly the next Captain America. Jessica went to sleep after that.

After hearing that story, Peter couldn't only react in silence. Jessica wanted to make sure Peter was okay, but he wasn't. Peter wanted to know why Jessica attacked him earlier, but she corrected him, that Peter attacked her first. Peter felt he should be in a coma after going through so much in a single day. He then switched the subject, asking how she got the costume. Jessica explained on that very day, Madame Web had come to help her mental reconditioning, removing her of Parker's memories within her when Gwen/Carnage went on a rampage.

Carnage broke out of the facility and the rest of the clones decided to bail as well. Jessica was one of the most mentally stable and decided to prevent the other clones from disturbing Peter's life, but it didn't work out as Peter encountered Scorpion. After their chat, Jessica got off their ride to show them their destination. Jessica suspects that one of the clones had taken MJ to the dilapidated Oscorp .

Mutated MJ & Octavius's Revelations

Peter and Jessica found a mutant creature fighting the imperfect-clone of Peter, Kaine. While Kaine was dealing with the creature, Jessica and Peter tended to the unconscious Tarantula. When Tarantula awakened, he informed Peter and Jessica that the creature is the Oz-mutated MJ. Peter tried to reason with MJ and the humanity within her returned her back to human form. Peter then attacked Kaine, demanding to know how he got his hands on Oz as the facility is empty. Just then, Otto Octavius came in and took credit for giving Kaine some Oz.[40]

Peter was furious and was more than willing to kill Octavius for what he did to MJ. Jessica had to hold back Peter, but Fury intervened to contain the situation. Peter then pleaded with the F4 to fix MJ. Reed agreed to help Peter and took MJ with them to the Baxter Building to cure her. Kaine refused to let MJ go and launched after MJ. SHIELD soldiers shot and killed Kaine. Jessica retaliated, but Fury had everyone stand down again.

Otto was grateful for Fury's handling of the situation, but he told Fury that he's taking back his experiments. Fury denied him anything as he's guilty for illegal cloning, but Otto revealed all that he's done was due to the FBI. Apparently there have been factions within the government that disliked Fury's Ultimates and wanted to command their own super-powered team.

Otto was proud of his work. He revealed Richard Parker is actually an aged clone of Peter with false memories of him being Richard. Otto then explained they had confiscated Conner's research, which had Peter's blood. He also took credit for creating Jessica. Peter and Jessica wanted to kill Otto at this point, but Fury held them back. Otto explained that he didn't do anything to Peter, only that his work coincidentally perverted everything in Peter's life.

Otto was quite happy to know his work ruined Peter's life in every way. He boasted that he alone made this scientific breakthrough in cloning, one that could replicate a thousand Thor's to war. He said he will be rewarded with the Nobel Prize and medal of honor for his deeds and will thank Peter for his contributions. Otto then mocked Peter's intelligence to even believe his father was alive.

The Spiders Vs Octavius

Peter then made a deal with Fury. Ten minutes alone with Otto while SHIELD goes on a coffee break. Much to Otto's dismay, Fury agreed and left the building. Fury argued since this wasn't his jurisdiction and that Otto was in charge, he let Otto be in charge.

Tarantula attacked first, he thought he had the advantage until Otto revealed he had the ability to create his own tentacles with his mind. When he formed his metal arms out of the remains of Osborn's facility, a steel pole impaled and killed Tarantula. Jessica and Peter are the only ones left to take down Otto.[41] The two double-teamed on Otto to much difficulty. While Peter held onto one of his tentacles, Jessica swung into Otto with a hard kick. Otto got mad and started to control all the metal within the room, causing metal objects to spin in a vortex, with Otto at the center. The two charged in and double-clocked Otto, rendering him unconscious.

Peter Parker (Earth-1610), Jessica Drew (Earth-1610), and Otto Octavius (Earth-1610) from Ultimate Spider-Man Vol 1 104 0001

Peter and Jessica against Doctor Octopus

After defeating Octavius, Peter intends to live up his end of the bargain and face Fury. Jessica reminded Peter that Fury made Spider-Slayers against him to kill him. Peter still insisted he must face this matter as the security of his loved ones are at stake. Jessica wasn't willing to argue about this and left. Peter then opened the covers and dragged out Octavius.

When facing Fury, he wondered what happened to his female clone, she ran off. While Fury attempt to coordinate a means to find Jessica, Peter confronted the present FBI agent; he was furious at the agent. He told the agent he helped capture Otto, only to turn him around to do this to his life. He asked if the agent understood how insanely-evil he is. The FBI agent was about to tell off Peter when Human Torch arrived to take Peter to see MJ. Without SHIELD permission, Johnny flew Peter to see her.

Back with MJ & Apologizing to Aunt May

At the Baxter Building, Reed and Storm Senior was finalizing the process to isolate the Oz compound. MJ awakened to find Peter over by her side. With so many encounters with clones, MJ wasn't sure was it Peter, but he confirmed he's the real thing. MJ wanted to know what happened and Peter gave him a very short summary of all that transpired. MJ could only react in shock and amazement over everything that had happened, Johnny suggested MJ to hug Peter due to his traumatizing experiences; the two held each other in comfort. Peter apologized for everything had happened, but MJ pointed everything that occurred wasn't his fault. Peter admitted his error, almost losing her, and confessed his love for her.

They then wanted to know about her health and Reed and Storm assured they reversed the effects of Oz within her body, but will check on her vitals to make sure. Peter expressed his gratitude for helping MJ and then switched his attention to Aunt May. While planning to head to the hospital to find Aunt May, Reeds pointed out that he knows a means to reverse the Oz compound within his own blood; he doesn't have to be Spider-Man anymore.[42] Peter asked for some time think about it as he departs for Aunt May. MJ wanted to come, but Peter insisted she stayed at the Baxter Building to run some tests and return home to see her mom. Without a single thought about Kitty, Peter kissed MJ and left.

At the hospital, Sue Storm watched over Aunt May. Peter asked about her prognosis. Sue confirmed that she suffered a heart attack, but she stabilized. Peter blamed himself for her situation. Sue wanted to talk about Richard Parker, but Peter already knew that it was another clone. Sue left to check in with her family while Peter remained with Aunt May.

Peter broke down and confessed that he should've told her earlier, but his fears got the best of him. He feared that the people closest to his life would be harmed knowing his secrets and it happened anyway despite his efforts to prevent it. He admitted he was lying because he didn't trust her as much as she trusted him. He said he was most hurt when she said she wasn't his son, because he believes he is May's son and she's his mom. Just then, spider-sense alarmed him, Fury arrived.

Fury's Reasons & Return to Normalcy

Fury wanted to know did Peter understand his reasons for doing what he did, the show of force and creating the Spider-Slayers. Peter himself admitted he didn't know. Nick explained that the situation was out of control. It was a threat to civilian life, Peter was at the center of the cause, and it had to be resolved asap. Peter was angry at Fury for making an army of Spider-Slayers in case a bunch of his clones would be made.

Fury corrected him to say the slayers were meant for him. Nick explained the stress that Peter experienced had the ability to turn Peter into the next future super-villain. Fury justified that Peter had a chance to lose his sanity after all he had been through. Peter argued he still haven't and Fury agreed. To Peter's vindication, Fury admitted he was wrong and that Peter is special. Fury was about to leave and head to see the F4, Peter had Fury help pass his message to Reed, he'll pass on his offer; he'll remain as Spider-Man. Aunt May finally woke up, the first thing she remarked was the costume was terrible. The two reconciled and hugged.

After tending to Aunt May, Peter thought he check-in with Jessica Drew. Being a female version of himself, he theorized Jessica would be hiding out at the abandoned warehouse; Jessica was also expecting Peter as they think exactly alike. Peter wanted to know about her future plans, Jessica joked about coming to school with him, but she will seriously lead a new life as Jessica Drew. Peter then updated her about Aunt May knowing he's Spider-Man and MJ is okay. They both mutually believe they should be more like Reed Richards as adults. Jessica then hugged Peter and she swung away. As she swung away, Peter remarked how cool is her organic web shooters are.

Back at home, the house is a crime scene and devastated. Mrs. Watson doesn't know about the duality of the situation; she was only told by agents that Norman Osborn came to kidnap MJ and she was rescued. With their home shot-up, Mrs. Watson offered Peter to stay at their place. They then stepped aside for one-on-one talk. Peter wondered about the Norman Osborn excuse, but MJ argued it's better than her knowing the truth. The both of them expressed their happiness to have each other and kissed. Unknown to Peter, Kitty was behind the crowd and just saw MJ and Peter back together.

During the early evening, Peter went to check on MJ in the bathroom. She freaked into a panic attack, as she thought she was looking at Kaine. Peter held onto MJ to remind her everything is okay. MJ is suffering a case of post psychological trauma, one that she will need to deal with for some time.[43]

Ultimate Universe Vs Supreme Power Universe

Some time later, Peter and Kitty were swinging around mid-town New York while discussing about a new codename for Kitty: Shadowcat, The Cat, and The Shroud didn't work for Peter as he thought they suck, but Kitty argued Spider-Man wasn't that great of a name either. While swinging nearby the F4's Baxter Building, the couple noticed the building was struck by a powerful beam of light, followed by an explosion; Peter and Kitty went to investigate.

When the couple arrived, they found the F4 being attacked by an unknown powered force, Squadron Supreme. Peter owed the F4 for helping him numerous times and intervened the battle to assist the F4 while Kitty called the X-Men for help. They couldn't understand why Squadron Supreme were attacking them, but pressed forward in defending themselves as they figured things out. Eventually Squadron Supreme began to form language as they continued to battle and not long, the Ultimates and the X-Men intervened to stop them as well. As the fight accumulated more heroes, Hyperion came forth and accused Reed Richards of crimes against humanity in their universe.

Hyperion explained that Reed had sent out a series of inter-dimensional probes for scientific data gathering reasons, but somehow brought forth a biological plague upon their Earth and devastated the planet. Once the truth was known, the fighting stopped. Reed agreed to peacefully follow the Squadron Supreme to their world to fix the horror that claimed their world and then stand trial for his crimes.[44] Reed willingly agreed to go alone to take responsibility, but Sue Storm didn't want him to leave. Sue tried to use her force field to stop Hyperion, but Hyperion used his powers to bounce Sue across the surface. Hyperion's actions prompted the heroes to take action, but Reed stopped all of them to avoid complications and left to their world.

Sue Storm was devastated and demanded Nick Fury to find a means to rescue Reed.[45] Fury agreed to help retrieve Reed, but the problem is they don't know exactly how. Nick and the rest of the heroes believe they need to send the helicarrier directly to the Supreme Power universe, but they still need to figure out a means to go there. Peter already figured it out.

While Nick was talking about a attack plan, Peter tried to get his attention by calling him "Nicky-poo." After getting Fury's and the others attention, Peter pointed out he was busy looking at Thor while everyone else was staring at the helicarrier. With everyone's attention Spider-Man, Peter explains his thinking.

Peter first confirmed Thor is the real deal and also confirmed that Thor's hammer, Mjolnir, have the ability to travel across different worlds. Peter then explained since the Squadron Supreme left a fresh energy trail, they can have Thor use Mjolnir's power to create a dimensional portal that trace's back Squadron Supreme's homeworld. Fury followed up on the idea and added that they can use the helicarrier to get everyone to the other side; it reinforces Fury's thinking of using the helicarrier for transport was the correction decision. Not long after, everyone boarded the helicarrier and in a blinding flash of light, Thor transported everyone to the Supreme Power (SP) universe.[46]

Moments after they made it to the SP universe, Hyperion already intercepted the heroes and engaged Thor. Their battle was so fierce that Peter had to look away as Thor's blinding electrical attacks shined across the carrier's deck. Fury then dispatched Sue and Johnny to assist Thor in the battle as Peter remained at the helicarrier. As Fury discussed strategy, Captain America slipped Peter a note, telling him that Fury is hiding something. When Fury caught their attention, Peter quickly ate the note to destroy the evidence.[47]

Later, Peter trailed Nick to find him talking to someone. He found him knocked out on the floor. When he woke up him, Fury fired his machine gun at Peter, but Peter successfully used his webbing to disarm him. Peter then grabbed Fury, telling him he knew he was doing something suspicious; however Fury had not time to explain himself, he only told Peter to let him go or everyone will be killed. Peter let him head to the CIC, but still demanded answers as Dr. Doom appeared on their monitors. Fury relented and explained himself.[48]

Fury explained that Reed wanted funding to send inter-dimensional probes to send data back in hopes to cure Ben Grimm of his condition; SHIELD was counting on Reed to rebel against military advice and dispatched the probes anyway. Fury had made a deal with Doom to reconfigure the probes so that data will be sent to SHIELD first before the Baxter Building for a military advantage. Fury and Doom infiltrated Reed's security and modified the probes. Fury explained Supreme Squadron came to grab Reed over circumstantial evidence; he pointed out Doom is the real culprit and they have to retrieve Reed Richards immediately.

Peter later followed Fury along the corridors as Peter reinforced the bad idea of partnering with Doom; however Fury argued it was a risk he knowingly made. As insurance if Doom betrays them, Fury arranged Hulk to be used for battle.[49] Peter was shocked to find Hulk sedated within the helicarrier, believing using such a creature is madness. Fury argues when two forces are too evenly matched, bringing a third element can change the tide of battle. Fury dispatched both Hulk and Spider-Man, having Peter act as Hulk's handler.[50]

Around the Washington Monument, Hulk engages all foes alike as Peter could only watch at the side lines. Johnny Storm tried to stop Hulk, but was blown way by Hulk and Peter deployed a web net to save him. As the battle rages on, Peter wasn't sure how to stop Hulk at all. Sue Storm appeared and told Peter to blind Hulk while she puts a force field over his head. Ben Grimm took advantage of Hulk's handicap and knocked out Hulk cold.

After all battle has ended, both warring sides had a cease-fire and Captain America attempted to reason with Hyperion for Reed's release. Hyperion understood that their side wants to blame Doom for this matter, but Hyperion argued it wasn't Doom's fault either as he was a tool in all of this. Peter then "coughed" out Fury as the culprit. Peter told everyone that Fury made the deal with Doom to begin with; Fury was subsequently detained by the Squadron Supreme as collateral until the Ultimates could find Doom as the final payment. Reed then also helped explain the biological threat was created by Emil Burbank, a mad scientist of the SP universe. Hyperion still felt uneasy as there are no promises that their world won't be harmed again by the likes of the Ultimate universe; Zarda decided to follow the Ultimates back to their dimension, as a means to insure no more dimensional interference. With everything settled, Spider-Man and the rest of the Ultimate heroes returned to their universe.[51]

The Ultimate Knights Vs Kingpin

Sometime later, Peter returned to his house in attempt to retrieve his gear before they demolish his house. He was permitted by the wrecking crew to enter the house. He went to collect his Spider-Man gear and cell phone. While collecting his materials, he thought about Kitty. He still haven't contacted her at the fact he and MJ reconciled while still technically in a relationship with her. After getting his gear, he and MJ headed to visit Aunt May.

At the hospital, Peter was chowing down some hospital food while she was talking to MJ about Peter's other life. MJ confirmed to Aunt May that she knows about Peter as Spider-Man. May wondered why she didn't know and MJ knew, Peter argued MJ is her only friend to confide to. May wanted to know more and Peter assured more to come, after she fully recovers. May then mentioned about his recent acclaim in the media; she showed that Spider-Man has become a subject on the entertainment circuit. After seeing Aunt May, the two was waiting on the bus, but MJ got impatient. MJ convinced Peter to suit up and swing over to the Baxter Building.

At the Baxter Building, Peter came with MJ to have her run through some tests to make sure she's still physically fine without the side effects of Oz. While having MJ get checked, he temporarily excused himself to swing over the Daily Bugle to see if he still has a job. He saw JJ and he fired him for not coming into work as he was supposed to.

Peter tried a last-ditch-effort by excusing his absence due to his aunt's heart-attack and Green Goblin. Seeing how Peter had a good excuse, JJ relented and restored his job. Peter then asked for additional hours and a raise due to his financial situation with his aunt. Ben thought it was a good opportunity to interview Peter as he was a first witness to events over the incident with Green Goblin (official government cover-up excuse). Peter then asked about a raise and JJ allowed him to work extra hours on the weekend edition.

Peter then returned to the Baxter Building and got a clean bill of health from Reed and Storm Senior. Peter wanted to make sure she was alright and mentioned about her panic attacks and nightmares. Sue reasoned she has post traumatic stress (PTSD) and recommend to see therapist; however due to complicated secrets, a therapist is impossible.

While heading back to school with MJ, Matt Murdock,Daredevil, appeared before Peter. Matt wanted a word with Peter, but Peter don't know him. He told MJ to go inside school as the two talked. Matt insisted they know each other, after some obvious hinting, he figured out it was Daredevil.

Peter demanded to know how he was discovered by him. Matt explained that it was coupled by the media hints and his heightened senses that allowed him to detect Spider-Man. Despite the cool factor, Peter still didn't like how Matt walked into his life to talk. Matt invited Spider-Man to meet him at the rooftop across the street from Saint Patrick's Cathedral at 8PM, they're going to kill Kingpin.

While in class, Peter and MJ exchanged notes what had happened. Peter told MJ the person he talked to was Daredevil, but then switched subject about Kitty. MJ reminded Peter he's only making things worst by not telling Kitty about their relationship. Just as things couldn't get anymore difficult, Kitty transferred to Midtown High School and in their class.[52]

The class was excited over Kitty as everyone know she's one of the X-Men. Much to the classes insistence, she showed her phasing powers. Liz showed her displeasure as she doesn't like mutants. Kenny and Flash had to switch the subject about her dating Spider-Man. Kitty denied having a relationship with Spider-Man; however seeing Peter next to her, she got emotional and it was enough to cause her to phase right out of the classroom. Peter and MJ later headed to the football benches. They noticed Kitty was sitting at their usual spot and they realized they couldn't avoid the matter any longer.

Peter walked up to Kitty to talk, but Kitty was furious that Peter wants to talk now after all that's happened. Peter said he tried to call her, but Kitty felt he should've personally came to X-Manor to break up with her. Peter excused that he was had a lot going and that she have since left the X-Men; going to Xavier's would've been a waste of a trip. Peter then asked why she left Xavier's and Kitty more or less explained it had to do with Peter. Kitty reasoned she couldn't stand the crowding of the school and left when Xavier refused to wipe Aunt May's mind from knowing Peter is Spider-Man.

She told him Jean and her was at the hospital at the time and found out Aunt May knew. When Xavier refused to erase her memories of Peter's secret identity, she blew up on Xavier, causing her to leave the school. To somewhat Kitty's content, Peter felt guilty over her turn of events. Peter expressed his appreciation for her sentiment, but he didn't want Xavier to wipe her memories. Kitty wondered why since he always expressed secrecy to his aunt. Peter reasoned he had to take responsibility, much to Kitty's dismay as Xavier said the same thing. Peter then asked why Kitty appeared in Midtown HS. Kitty explained it was a series of bad coincidences: just in time for Peter to break up with her without telling her, just in time to help him to find him back with MJ.

Kitty told Peter she always knew that he's in love with MJ the entire time, but she entered a relationship with him anyway. Peter tried to explain that all that's happened wasn't her fault. After nearly losing MJ, he realized her importance and the error being with Kitty. Kitty was offended to be considered the mistake. Peter tried to explain the mistake wasn't her, but she was too angry to listen and phased out of the benches to walk off. After that messy conversation, Peter headed to see Aunt May at the hospital.

While looking over Aunt May, he reflected over his recent mistakes with Kitty and Aunt May, the pain he caused. Even though he's there to tend to Aunt May, Peter was looking at the clock, it's 15 minutes before 8PM at the meeting Daredevil arranged. Peter kept telling himself not to go, but in the end, he ended up going to the meeting. He got there to find a gathering of people he thinks are all crazy.

At the rooftop, Dr. Strange, Iron-Fist, Shang-Chi, Moon Knight, and Daredevil waits to begin their meeting. Daredevil talked how they all stumbled upon one another while they commonly want to defeat Kingpin; Daredevil suggests a team-up alliance to take down Kingpin, but Peter had his concerns. Peter brought back the subject about how Daredevil mentioned the intent of murdering Fisk. Peter reminded them they are supposed to represent something loftier, but the others pointed out that has gotten them nowhere.

To make his stand clear, Peter supports the downfall of Kingpin, but threatened to expose their actions to Fury if murder is committed. Peter then warned Daredevil to never intervene on his civilian life or threatened retaliation if he did. The team ultimately decided to form an infiltration attack on Fisk. They will get someone on the inside and the heroes will perform a pincer-like attack that would draw out Fisk and have him arrested; unknown to them, Iron Fist betrayed them by informing Kingpin ahead of time.[53]

At school, MJ just got a reporter job to the Student News Network; however it was at Spider-Man's expense. After telling Peter how she got the job, using Spider-Man as her first report, Peter pointed she used him to get a extracurricular activity to enhance her college transcript. MJ then argued that after everything she went through, she was entitled. Peter was impressed that she used the guilt to allow to get away with it. While at the lockers and still talking, Kitty bumped into the two. Peter tried to introduce Kitty to MJ, but Kitty was still mad and walked off.

Liz appeared, commented her dislike for Kitty. She described Kitty almost diseased and had a strong racist tone in her words. MJ had it with Liz and angrily pleaded with her to stop passing her mutant-phobia onto others; Liz left in frustration. Just then, a masked man (Ronin) took over one of their school buses and attacked the school, demanding for Spider-Man. Kitty appeared to fight off Ronin, but he knocked her out. Spider-Man appeared to take down Ronin, but he fired one of his darts and Peter got hit. Peter was knocked out and Ronin used Spider-Man's webbing to swing off to Fisk.[54]

By the time Peter woke up, he was unmasked and tied to a chair. Fisk tangled an action figure of Spider-Man before Peter and told him of his situation. Fisk told him he tried to find his name, but his FBI informants tell him that Fury flagged his ID and any further digging would bring SHIELD's attention. Even without knowing his name, Fisk confirmed the location of his high school, giving him the ability to send people to hurt him or the people within his school; possibly bombing the school. Fisk told Peter he also know of his relationship with Kitty Pryde, threatening to blow up Xavier's school as well. He told Peter that due to his fame, information gets leaked and he'll eventually know everything about him and he'll hurt him in a personal way.

Fisk then explained Peter's curiosity as to why he's still alive. Fisk explains that he owns the Spider-Man franchise and his popularity is helping him make money, that's why he's still alive. He then wanted to Peter to warn his group, The Knights, to stop their operations. Fisk then turn his attention to Ronin, aka Moon Knight.

Fisk personally attacked and tortured Ronin and then told them the "truth", Daredevil is under his command. He tells both Ronin and Peter that Matt Murdock, Daredevil, is his lawyer and he can prove it because it's public knowledge. He told them both that he sent Daredevil to screw with them to prove to them that they're playing a game based on rules he made.

Fisk then turned to Peter and warned him and his friends to find another "hobby." Fisk then told Peter he's going to let him live and he wants Spider-Man to continue being Spider-Man as long as he profits from his heroics. Fisk also told Peter that should he stop being Spider-Man, he can easily find a replacement since he owns the property rights to Spider-Man. After mentally and physically torturing/intimidating Peter, he was released. Ronin was tortured to death and dumped at the nearby river; however he survived.

Daredevil and the remaining Knights talked about finding Spider-Man when Peter attacked him. Peter was angry, still presuming that Daredevil is hired by Fisk. Peter demanded to know the price it took to betray them all. Daredevil was confused and Peter explained what happened to him and what Fisk said to him. Daredevil was just as shocked to find out Fisk knows his name. Just as Daredevil wanted to understand more, Matt's law office exploded across the street.

Daredevil then explained to everyone how Fisk killed his father for not throwing a boxing match. Matt swore revenge and justice to Kingpin and re-assured everyone he's not a traitor to their cause. Peter believed him, but there was still a concern about a mole in their ranks. It was then that Matt detected the uneasy nature of Iron Fist, he was the traitor.[55] Iron Fist then admitted he betrayed all of them for the sake of his family. Kingpin found out about Iron Fist's daughter and they threatened to hurt her unless he trade information about their coalition. After admitting his guilt, Peter wondered was his name leaked, but he doesn't know his true name. Shang-Chi walked off, unable to believe his own friend's betrayal and Iron Fist agreed to submit to any punishment they wanted, even death for his actions.

Later, Daredevil decided to settle things once and for all by killing Kingpin's wife, Vanessa. Iron Fist distracted Kingpin in talks, long enough for Daredevil to infiltrate his home and hold Vanessa hostage. Daredevil intended to kill Vanessa for all of his sins, but Spider-Man intervened. Peter pleaded with Daredevil to look into his humanity to let her go, but Daredevil argued that he knows his identity; Kingpin is likely to hurt and destroy everything he has. Peter then told him of his own experience with his uncle's killer, as much as Peter hated his uncle's killer, he knew letting him live is the right thing. Daredevil argued that killing Vanessa is the only way Kingpin can understand. Fisk then pleaded for Vanessa's life, excusing all he's done was in the interest of "business"; Peter thought that was one of worst ways to excuse his actions.

Ultimately a deal was reached. Vanessa's life in exchange for Fisk to leave the country forever. Peter added if the deal isn't honored that he would sic Fury on him. Fisk agreed, thus Vanessa was released; however unknown to the Knights, Fisk only pretended to honor the deal, he only intends to hide his wife and dispatch assassins to do exactly what he threatened to do earlier. While giving final instructions to end the Knights with his assistant, the police came to arrest Fisk.

Moon Knight survived his beating and reported to the police, exposing his own identity to be a witness to his own "murder." While it was a victory, Peter couldn't help but feel it was an empty victory as he sees a toy store selling his image. He knows all the proceeds go to Kingpin even in jail.[56]

Discussing Spider-Man with Aunt May

The day had come, Aunt May had sufficiently recovered from her heart attack and able to return home. Once they returned home, Peter showed how SHIELD paid for the expenses for rebuilding the house and even restocked the food; however May didn't like some of the color alterations. After they have settled in, it was time to talk about Spider-Man; they sat at the kitchen table to talk about it.

Aunt May had to verify one last time and Peter confirmed, he is indeed Spider-Man. Aunt May had difficulty believing that a Spider bite caused Peter's mutation, but she remembered about the time when Peter was bitten by one while at a field trip. Peter explained it was one of Osborn's genetically altered spiders that bitten him. Aunt May was displeased to find out Osborn was once again behind their troubles. Peter then explained about Green Goblin and Hobgoblin; however Aunt May didn't appreciate the violence of everything, but Peter believe fighting was the only way to stop bad things from happening.

May then reinforced her stand that Peter must complete high school, Peter assured her that he intends finish school. He tells her he have to get a doctorate in chemical and genetic engineering all while being Spider-Man. May was curious to his resolution and Peter uttered the words of responsibility after Uncle Ben.

In a emotional confession, Peter told May about him letting go of the robber that would return to kill Uncle Ben. Aunt May tried to comfort Peter, telling him that the robber killed Ben, not him; however Peter felt differently, because he strongly feels he played a critical role that lead to Ben's death. May argued that she herself could've made decisions differently, if they moved the house Ben preferred versus her choice, leading the robber to choose their house. Peter believed Ben would've been proud of his decision to be a hero and May also believed that as well. Aunt May then wanted to know the finer details of Spider-Man.

May wanted to know how he got the costume and he explained to her about his early stint as a wrestler. He also told her that MJ maintained his line of costume. Aunt May still couldn't believe that MJ knew before she did. She wondered how did MJ took it, Peter told May they broke-up before because Norman threw her off the bridge. May was surprised about the MJ thrown off the bridge, it's then Peter reaffirmed his concerns about admitting his secrets because it nearly killed MJ and nearly killed May; however May reasoned it was due to the return of dead loved ones and the SHIELD shootout. Peter was worried to continue talking as the details of Spider-Man only made more worry, but May insisted to continue.

May finally connected all the dots, all the mysterious occurrences of her life and the relation to Spider-Man. May believes all incidents involving Spider-Man was in part to his carelessness, but Peter explained it was unexpected occurrences of violence and he acted to help. She then wanted to know when does he know to be Spider-Man. Peter couldn't explain it, so he used today as an example before meeting with Aunt May.

May was surprised Peter became Spider-Man for the day and wondered about his job at the Bugle. Peter confirmed he does indeed work at the Bugle and he enjoys working at a place filled with information and intelligent people to learn from. He even mentioned the possibility of being a reporter. Peter explained that the Bugle is so busy with work that he easily can excuse himself and temporarily disappear to do his thing before any police or reporter can delegate the very information they have.

For today, Peter told May he headed to Roxxon Industries to encounter another power villain. Aunt May was confused about Roxxon Industries and Peter had the same sentiment. He told her its a pharmacological industrial conglomerate that has caught his attention several times and it's possible due to internal conflicts of the company that stirs up trouble. He tells May he encountered a man with unusual abilities to create small pockets of portals, to direct melee attacks at Spider-Man at long range. Ultimately, he defeated the attacker and was thanked by the police by a hail of bullets. Aunt May was concerned he might encounter police shootings, but Peter assured her he get shot at all the time by the police.

Peter then asked for complete confidentiality about Spider-Man, not even to the man she's dating; however Peter did allow her to talk to MJ about it in private. May wanted to tell the man she's dating because she doesn't like to be dishonest, but Peter will only allow it if they are married long term. Peter then returned to the subject May talked earlier about: having him leave.

Peter explained that his life and things to come isn't something easy to bear and May didn't ask for any of it. May assured him that she is his son and that she wants to be part of everything in his life and the two hugged. After that, Peter headed out to patrol the streets.[57]

Parent-Baby Project & Fall of the Osborns

At morning, before heading to school, Peter encountered Shocker again with another heist. Shocker was running away from the cops in a Humvee with a getaway driver. Spider-Man swung in and knocked out Shocker, but his attack caused one of Shocker's weapons to drop and flipped a cop car. The car was going to roll into a bunch of civilians, but Peter quickly webbed the car, suspending it mid-air with webbing.

Spider-Man continued to pursue Shocker and encountered Kitty along the way. Kitty disabled the Humvee with her phasing powers and greeted Peter. Peter complimented on her new costume, but asked was she still upset with him; however Kitty didn't feel like entering this conversation in the middle of heroics. With the bad guys defeated and arrested, Peter offered Kitty a swing over to school, but she refused.

Peter ran late to class, the teacher wasn't happy about it. Peter excused his lateness was due to the toilet, but Kitty also ran in late, suggesting to everyone they were both up to something "romantic." Class resumed and to everyone's dismay, it was a parent-baby project. Peter and Kitty were paired up as the parents to the project. After class, Peter went to see MJ about the matter as he's sure she's not happy about it.

MJ wasn't happy about the matter and Peter thought the project as a nuisance as he has greater responsibilities. MJ reacted in anger and told Peter to talk to his "girlfriend" over the matter; however Peter reaffirmed this wasn't his idea. Kitty came over to make a compromise over the project to make everyone's lives easier. MJ accepted the situation and felt it was okay for the both of them to work on the project. Peter insisted in working something out, but MJ pointed out he's handled far worst situations with villains and they can handle something as small as a group project.

Flash appeared before Kitty and mocked Kitty's and Peter's child as a half-spaz, half mutant (a "Spaz-mutant"), Kenny Kong McFarlane hit Flash and told him to apologize. Kitty seemed to take an interest to Kenny and the two walked off to talk. Peter jokingly remarked that Kenny took the mother of his child. MJ thought he's funnier with the mask on.

Meanwhile, at the Triskelion, Carol Danvers (taking over for Nick Fury as he was trapped in the Squadron Supreme universe) talked to Norman Osborn, as Fury promised his freedom for his scientific knowledge. Danvers turned his deal down, with Osborn seething in anger.

Later during a check of the inmates in the Triskelion, an explosion occurred,[58] with Osborn and many other inmates escaping from the prison, including the clone of Gwen Stacy. Osborn briefly battled Octavius, before being incapacitated by Electro. Osborn attacked more SHIELD agents, and took down two helicopters, and killing numerous civilians. Osborn then escaped to the media networks saying that Fury put him away without trial, and that Fury wrongfully took away his son.

Peter and MJ were walking in the streets, Peter talked about his uneasiness to double-date with Johnny Storm when they saw news of Norman Osborn while passing by an electronics store.[59] MJ freaked and ran away in panic. Peter gave chase and calmed her down; however MJ couldn't be calm as he knew where they lived. Mary wondered why isn't he in jail and Peter assured her that he's the target, that Norman wants him dead and not MJ. They returned to the TV screens to listen more on Norman's media release, showing him detailing his unjustified treatment due to SHIELD and Fury. Peter believes he's attempting to discredit his captors by getting public attention.

Peter decided that both MJ and Aunt May aren't safe anymore. Peter tried to call Aunt May so that MJ and May can both go somewhere else for safety, but he wasn't able to get hold of her. MJ's anxiety was getting to her, Peter asked for MJ's strength, to hold on as they journeyed back to home. As they were heading there, Mrs. Watson was one step ahead of her. Fearing Green Goblin might come after MJ again (due to SHIELD's excuse to why MJ was missing last time, clones saga), Mrs. Watson prepared the car for them to skip town.

Peter got home and met Miles Warren (Osborn's therapist). Aunt May and Miles were spending time together when Peter firmly excused him for a personal chat with Aunt May. Peter warned Aunt May of the danger of Osborn and told her to pack. Coincidentally, Miles also excused himself as he told them one of his old patients is having an episode (possibly Osborn). After Miles left, Peter helped Aunt May prepare to skip town as well; however May wanted Peter to be with her for protection, but Peter insisted he'll do the protecting and he'll face Osborn. Peter headed to Osborn's old apartment to see was he there only to find Electro.

Peter went to Osborn's apartment to find a bald man coming out of the shower. Electro activated his powers and Peter recognized him as "Naked Electric Guy." Electro was enraged and the two fought within Osborn's apartment and then out into the streets. Peter was having difficulty in hitting him as Electro's abilities shock him on contact. Peter used his webbing as insulation, but was knocked down to a ladies shopping store. While recovering, SHIELD agents arrived with Hulk Buster gear to attack Electro. While they were firing at him, Peter used his webbing to swing a rubber tire to further slow him down. SHIELD agents ultimately neutralized Electro, but so did Spider-Man. Peter was also targeted by SHIELD and one of their snipers shot Peter in the shoulder and knocked him out. SHIELD took Peter back to Triskelion in confinement.

Peter awakened to find himself under a special cell.[60] New Acting director of SHIELD, Captain Carol Danvers, came to interview Peter. While playing with Peter's web shooter, she informed Peter that Nick isn't here to talk (still stuck in the Supreme Powers universe). She tells Peter she's in charge of SHIELD and started running through his file, about all that's happened to him. She then asked about his relationship with Fury, Peter explains they had an arrangement for him to become an Ultimate once he becomes of age. Danvers wondered if that's what Peter wanted, but Peter settled with just growing up. Peter asked why his containment and Danvers explained she's trying to figure out what to do with Peter after dealing with Osborn.

Peter suggested Danvers to allow him to live his life and assured he would report to SHIELD should Osborn come after him. Danvers asked about the deal with Norman Osborn. Peter summarized him as an insane man and his insanity at times is directed at him, Fury, and his son Harry. Danvers then asked why Peter headed to Osborn's apartment and he said he wanted to help and he couldn't have slept well without trying. Just then, Kitty Pryde appeared to free Peter. She helped phase him through his cell wall to escape, only to be confronted by SHIELD agents outside the building.

Danvers intercepted them and identified Kitty. Danvers wanted their compliance or she'll neutralize her phasing abilities. Kitty argued that holding Peter against his will is wrong; however Danvers argued he wasn't arrested, but was taken under protective custody. Danvers explained that Osborn has a fixation on Peter and had hoped a public display of his arrest by SHIELD would lure him back to Triskelion. With reports of Osborn on the move, Danvers then offered both of them the chance to join SHIELD to assist in the capture of Norman Osborn, the two agreed.

SHIELD found Osborn holding one of his former accountants hostage for money. Peter charged in first and attacked him. Green Goblin tried to charge at Peter, but Spider-Man webbed Goblin's face and repeatedly punched him. Peter ran out of webbing and was forced to fight close range. Goblin grabbed Peter and flung him out of the building, only to be sprayed by a hail of SHIELD bullet fire against Norman. Both Peter and Norman fell down onto the street.[61] Peter was saved by mere seconds as Kitty dived for Peter and used her phasing abilities to break his fall, but they ended up in the sewers.

Back on top of the surface, SHIELD agents lost Goblin. Danvers came to demand information about Osborn, but no one was able to report his whereabouts. Peter was furious with Danvers as he pointed out that he helped out, got arrested by SHIELD, then still helped them out to fight Goblin only to be at a disadvantage because she used up his webbing earlier, and now lost him in a few seconds. Frustrated, Peter decided to leave with Kitty. Danvers wanted to know where is Peter heading with Osborn still on the loose. Peter told Danvers he's only got four hours before school starts and he promised to notify them if Osborn returns.

On the rooftop, Peter took a breather with Kitty to talk. Peter expressed his gratitude to her after everything has happened between each other. Peter expressed his regret with their relationship and Kitty accepted his apologies. The two seem to have reconciled as friends. Kitty then talked about possibly dating Kong and Kitty wanted to know is he a good person. Peter confirmed Kong is a good person, but allows himself to be bossed around. While jumping/crawling at the Williamsburg Bridge, Kitty wanted to know what did Osborn want; Peter himself couldn't answer. After dropping off Kitty, Peter returned home to rest.

While looking over the window, Peter realized there's a SHIELD van staking outside his home. Feeling he should make nice with the agents, Peter offered them food for the night. They then talked about SHIELD. Peter wonder how does one enter SHIELD and the quality of the pay. The agents answered they signed up to be part of SHIELD and the pay is great. They then showed Peter that the van's hippie-flower scheme is actually a camouflage that can change colors, it can even fly, but they aren't authorized to use the flight system as it gives out their cover. After that, Peter returned to his living room to find Norman Osborn.

Osborn greeted Peter and pointed out he's acutely aware of SHIELD agents outside of his house; so long as Norman is in human form, SHIELD won't know he's here. Peter demanded to know what he wanted; Norman wants his life back and vindication of his success. Norman explained that the acclaim of Spider-Man was due to his genius and that if Peter admits the origins of his abilities came from Norman Osborn, the world would have a greater sympathetic view to help him return to power. Peter pointed out that he's a killer and a monster to that even transformed his own son. While still talking to Norman, a note was slipped under the door. It instructed Peter to flip onto CNN for Norman to see his son.

Harry had made a public announcement on CNN, condemning the actions of his father and calling him a monster. Norman was enraged.[62] He turned back into Green Goblin and punched out Peter while leaving. Peter woke up to find himself dazed and took him a moment to recollect his thoughts and the situation he was in. Peter suited up again and headed to Triskelion for a showdown with the Osborn family.

Peter arrived to find Hobgoblin and Green Goblin fighting on the Helicarrier next to Triskelion. Peter intervened to fight Norman. Peter held onto Norman on his back, but didn't know Norman had the ability to emit flames from his back, partially burning Peter. Harry recovered and re-engaged his father as Peter tried to recover; however the scene was made harder when Danvers decided to have the Hulk Buster agents fire upon all three of them. Peter evaded the attack and went to check on Harry's condition; however Norman survived the assault and returned to fight.

SHIELD agents tried to shoot down Norman, but he returned fire with his own flames. Peter jumped in to fight Norman. He used his webbing to help cover the flames on the SHIELD agents and fought Norman, calling him a new generation of crazy. While using slingshot assaults with his body to intensify his attacks, a SHIELD agent fired an RPG and the shock blew Peter off the Helicarrier.

Harry intervened again, telling his father to stop, only to be bludgeoned to death by Norman. Norman realized he had killed Harry, he reverted to his human form and asked Danvers to kill him; Danvers obliged. Peter found Harry back in his human form, but dead in a pool of blood along with Harry's body.

Peter was distraught as he demanded an explanation from Danvers. Danvers assured Peter it wasn't their doing, but Norman's. Peter demanded to know why didn't they cure Harry of Oz since they have a solution, but Danvers said it wasn't possible for Harry. Peter decided to leave, but before he left, Peter yells furiously at Danvers, "STAY AWAY FROM ME!! YOUR NOT FURY, AND I DON'T KNOW YOU!! STAY THE HELL AWAY FROM ME!!". The following day at class, Peter announced Harry's death to the class. As a tribute to a friend, Peter gave a eulogy to Harry and called him a hero.[63]

The Amazing Gathering with Firestar

One day, right after school, Peter and MJ just walked out of the school when they encountered Johnny Storm. Johnny had no friends of his age and came to invite them for an outing to avoid the boredom. It was also his chance to reconcile with Liz from their last date. While Peter was emphasizing the potential problem of being in the public eye with Human Torch, possibly exposing Peter's identity, Johnny pretty much ignored Peter's warning and continued to talk to MJ about Liz.

Johnny then spotted Kitty and they all grouped up as part of the conversation. It was only then that Johnny made the awkward connection that MJ is with Peter while Kitty was formally with Peter. Johnny switched the subject and asked their plans for their availability for tonight and Friday; Kitty told Johnny she's raising Peter's robot-baby. Just then, Iceman appeared to talk to Kitty.

Peter thought such a powerhouse gathering of mutants only made him look further more suspicious, but MJ assured him he's not noticed at all. Bobby had come to reconcile with Kitty to be friends again. MJ and Peter reassured an uneasy Kenny that Bobby is her past. After much yelling and venting, Kitty accepted Bobby back as friends once more. Johnny also reconciled with Liz. He found her, apologized, and convinced her to spend time together. After that, the entire gang went to the beach to hang.

During the night, Peter and MJ was content to have a romantic night over a campfire at the beach. Liz was having a good time with Johnny until she started to catch on fire. Fire started engulfing all over Liz and she screamed with great fear. Johnny insisted that it wasn't his doing. Liz's mutation finally came to fruition, she had become Firestar.[64]

Liz was still in a state of high-panic as she still doesn't fully understand the nature of her powers. The group encouraged Johnny to help, but Liz thinks Johnny somehow infected her with the mutation and pushed him away. They then had Bobby calm things down and Liz managed to de-power back to the beach. In a case of bad timing, Johnny couldn't help them as he had to leave due to a F4 return signal (signifying the planet itself might be in peril again) and apologetically left.

Peter and the whole group wanted to help her understand what's happening to her. While there was debate how she gained her powers (mutation vs something from Johnny), they are all sure she's a mutant. Liz was much in self denial and flew off. Kenny then told Peter to help, but Peter played dumb about his abilities. Kenny lost his patience and sarcastically suggested that a friend is in trouble and that Spider-Man is needed. Peter realized Kenny knows his secret, but instead of wondering about it, he ran off to see Liz.

Peter suited up and went to see Liz. Iceman just managed to teach Liz enough to show her how to power down; however she burned off her clothes and was naked. Spider-Man dropped in to sarcastically say, "don't leave home naked". Liz was scared by Spider-Man's appearance, causing her to flame-on and she attacked Peter. Liz apologized and wanted to know about his appearance. Peter pretended his appearance was casual and coincidental. Peter deflected the subject by pointing out she's on fire and Bobby explained her mutation.

Bobby suggested going to X-school to get checked while Peter suggested going to the F4 to be checked by Reed. Liz didn't want to see any doctors and was devastated her life is ruined because of this. Peter tried to calm her down, that her life isn't over, only changed. They then talk about her future options, hero or villain; Peter and Bobby encouraged her to join the heroic path. Liz was upset at the notion since she blames Johnny for this incident, however Bobby argued her mutation might be a coincidence, that being near Johnny merely help her manifest her abilities, but still destined to be a mutant.

Peter still wanted Liz to be seen by Reed, but Liz refused. Peter then asked about telling her mother, but Liz doesn't want to deal with it and only wanted things the way it was. Spider-Man and Iceman said she could live a normal life, but Peter uttered his uncle's words about responsibility; however Liz dreaded the idea of being heroic as it's not her thing, but both Bobby and Peter believe she's very much capable of it. Peter tried to explain his past experiences before having his powers, but Liz was more curious about Spider-Man's relation to her since they go to the same high school. Liz wondered why would Spider-Man attend school and he admitted he likes school. Liz wondered why would she herself go to school if she can do what she do. Liz flew off and the boys trailed her.

As Liz enjoyed the ability of flight, Peter still tried to remind her about responsibility over her powers, but Liz only wanted to enjoy the moment. While flying and Peter trailing her, Liz still wanted to know the depth of their relationship since they go to Queens Midtown HS together. Liz got very curious, insisting to know about Spider-Man's identity. Their conversation was cut short when Magneto appeared before them.[65]

Magneto had come to offer his hand to Liz, membership and protection under the Brotherhood of Mutants. Iceman panicked in fear as he is familiar with the dangerous nature of Magneto. He told Liz and Peter to run as he forms an ice barrier over him. Peter at first thought Magneto was after him, but soon realized Magneto is after Liz, a promise from his father, the Blob. Magneto used his powers to manipulate metal to tie down Bobby and Peter at the side of a apartment building while talking to Liz.

Liz wondered if Magneto was her father, Magneto explained that her father is waiting for her return, a member of the Brotherhood. Peter tried to tell Liz not to listen to Magneto's propaganda, but Magneto threatened violence for his tongue. Peter listened on as Magneto tells Liz that he detected her mutation two days ago with his tracking device and has come for her to reunite with her father. Liz didn't trust Magneto and she flew away with Magneto in pursuit. Peter and Bobby was still stuck on the wall of the building. After Magneto left, their bonds demagnetized and they went off to summon the X-Men.

Back at Queens, Spider-Man and the X-Men had come to stop Magneto from taking Liz away. Liz demanded to know if her father had killed people, but Magneto's excuses for fighting a war answers it; Liz flew off in anger. The X-Men wanted to know where Liz had gone off to and Peter had a good idea. He secretly went over and found Liz with MJ in her yard.

Peter found Liz talking to MJ at her yard, asking about Harry's fate. Spider-Man jumped in to interject and told Liz that Norman ruined and killed Harry. Liz was alarmed again that Spider-Man appeared before her and that MJ isn't surprised at all about the matter. Peter unmasked himself and told her that what happened to Harry and happening to her are two different things. Peter risked exposing his identity to affirm to her that he knows something about her situation and can help her; however Liz could only react in shock of Peter being Spider-Man. Of all things to mention, Liz finally realized why MJ didn't like Kitty.

Peter told Liz he revealed himself because they grew up together since first grade and what she's experienced is something he had gone through. Peter then asked for Liz's complete confidentiality in this matter and Liz promised; however Liz was more concerned her next step. Bobby found them and invited her to join the X-Men and Liz agreed. Liz expressed her gratitude to Peter for being a friend. As Liz left, Peter reminded Liz about responsibility, but she thought he sounded like a tool. After all that excitement, MJ wondered what to do next; Peter suggested making-out, but the costume made him smell and MJ didn't want to be near him.[66]

Omega Red's Revenge & Parent-Baby Report

The parent-baby project finally had ended and their teacher asked for Kitty's and Peter's report; however the baby was burned nearly beyond recognition. Both the class and teacher was stunned; Kitty was quick blame their baby's "death" due to Peter. The teacher wanted to know at least what happened in the parent log, but that was burned too. Peter explained it was due to Omega Red.

Omega Red had attacked the Bugle to get back at Jameson's editorial on him. Spider-Man intervened and defeated Red by slamming a vendor machine on top of him; however the battle caused a fire and burned the baby. Peter showed all the physical evidence to prove it's not his fault and the teacher relented and gave him a B-. Pete protested his low grade as it will lower his GPA, but his teacher threatened to give him his true grade if he continued to protest; Peter begrudgingly accepted his grade.[67]

Captured & Tortured by Shocker

One day out with MJ, Peter was helping MJ with her reporter project when Shocker suddenly robbed another bank nearby. Spider-Man intervened and tied down Shocker, but Shocker managed to fire and knock out Peter. Shocker then grabbed Peter in his getaway van. Unable to get the proper authorities to help. MJ pleaded for Kitty assistance to find Peter.

Peter awakened to find himself unmasked and chained upside down. Shocker was furious with Peter, seeing how a mere kid has caused him so much trouble. Shocker took his frustrations (in his series of foiled robberies and arrests) on Peter by shocking and beating him. Shocker blamed all of failures and debts to Spider-Man, but Peter argued it was the outcome of a robber. Shocker beat him for his insolent tongue. Peter then apologized and tried to understand Shocker's suffering, but his words only angered him. Perhaps unable to find anyone available to listen to him, Shocker then explained his past.

Shocker explained that he was once a MIT student and inventor to Roxxon Industries. He continued to explain he made many things in the name for Roxxon, including weapons. Peter wondered why a drug company would invest in making weapons, but Shocker believes Peter is too young to understand the great invisible machine. Shocker tells him how the rich and powerful manipulated inventors and visionaries like him for his talent and threw him away after they were done with him. Shocker bitterly revealed he was fired by Roxxon after years of service.

Peter wondered about their goal, the reasons they are making unofficial war materials. Shocker angrily answered that the world isn't ruled by politicians, but by men of money and influence, the true puppet masters behind the world. Shocker then tells Peter he intends to kill him for always getting in his way, always mocking him in his defeats. Shocker used his weapon in attempt to kill Peter, but Peter wiggled his way to redirect Shocker's weapons to free him. Peter broke free and retaliated in anger.

Peter hit Shocker clear across the room and grabbed him for a final blow. Shocker begged for mercy and said he wasn't serious about murdering him. Kitty just found Peter and pleaded him to stop. Peter lowered his hand and told Kitty he wasn't going to kill him; however Kitty suspected otherwise. Peter then wondered how was he found and Kitty told him it was MJ that sent her. As much as Kitty hated to admit it, she told Peter that MJ is a outstanding girlfriend, however Peter also believed Kitty was one too. Still hurting from Shocker's torture, Kitty carried Peter to leave when the cops came to make an arrest. The police didn't want them to go, but Captain Quaid let them off (due to an earlier agreement with Kitty). Peter returned home to recover from his injuries.[68]

The Awkwardness of Sex & Mysterio's Vendetta

One afternoon with MJ, the couple was on MJ's bed. The two reaffirmed their love for each other and recalled their past experiences involving the likes of super-villains, until MJ wondered about having sex. The following day, at the school halls, MJ noticed Peter and when Peter looks back at her, MJ becomes embarrassed and fled.

Peter reflects in shame until Kitty Pryde and Kenny McFarlane, who they saw the exchange between the two, worryingly asked Peter if he suffered a break-up. Peter tries to explain to them that there is no problem with his and MJ, but Kitty continued to talk about the difficulties of love. Kitty then wondered if Peter did anything; however Peter became very annoyed and walked off, but that only made Kitty believe the "break-up" was that bad.

Later in the day, Spider-Man swings through New York City, thinking of talking and apologizing to MJ. During his patrol, he noticed a high-speed police car chase through the city's streets. Spider-Man lands on the roof of the suspect's car, only to discover that the car is without a driver and its being driven via remote control. Spider-Man attempted to stop the car by ripping a electronic device that controls the car from the ignition, however it caused the car to accelerate dangerously through the streets. Spider-Man then tries to create a wall of web to stop the car, but it to speed through it and caused a traffic accident. Spider-Man then makes a third successful attempt in stopping the car by creating a ramp. He improvised a ramp, sent the car flying, and then quickly spun his web to hold the car in mid-air. After very briefly confronted by the police, the car then suddenly exploded and dispersed money into the streets. It reeled civilians after the spilled money.

Police Captain Frank Quaid then entered the crash scene, informed Spider-Man on his efforts, and asked him to come to the station. At the station, Quaid explained that the car chase was a distraction while allowing the real culprit to steal the Union Bank. Quaid then requested his technician assistant, Maggie, to show Spider-Man the footage of the actual robbery. In the footage, the culprit suddenly appears in the bank and begins robbing the bank until a flash blocked the camera's vision and with the culprit disappeared a few seconds later. Quaid then explained to Spider-Man that the culprit is named by the police as Mysterio, and stated that he committed four similar robberies (including the robbery at the Union Bank) and that he has been a step ahead of the police; Quaid requested Spider-Man in helping the police to capture Mysterio.

During lunch, MJ confronted Peter. She then told him to put aside her "suggestion" to Peter and warned him about Jessica's ambitions. It was about the car chase. Peter recounts the aftermath of the crash: the police, unlike what they had previously treated Spider-Man, thanked him for his efforts in stopping the chase. After MJ heard the story, she cheerfully decided to help in solving the case, much to Peter's dismay and concerns about MJ's suggestion.

During the night in a seemingly abandoned warehouse at Greenwich Village, Maggie, the police assistant, revealed herself as an agent to Mysterio, urgently warning him about the police and Spider-Man being on to him. However, Mysterio is unconcerned of Maggie's insistence, in which she demands on earning her share of her involvement and distressed over his calmness. Indeed, Maggie's concerns came true as Spider-Man suddenly crashes into the warehouse and confronts Mysterio.

After ineffectively punching through Mysterio's incorporeal head, Quaid leads a SWAT team into the building. Mysterio then deliberately causes a fiery explosion to the warehouse. In the burning chaos, Mysterio then hold Spider-Man in his grasp and foretold him of meeting again in their next confrontation when he's (Mysterio) "good and ready" and disappears. Following his escape, everyone inside then quickly evacuated the burning building. With Maggie arrested, the police and Spider-Man realizes that capturing Mysterio in the future won't be an easy task.

Peter then saw to MJ and told her that Maggie was an insider (as suggested by MJ). Maggie was the one who set the surveillance equipment in the police department. She also gave a misleading perception on Mysterio and the results of the investigation. The two then talked about the "suggestion" and they both agreed on not "going all the way" yet and then they embraced with a kiss, believing that part is "mandatory." Unknown to Peter, Mysterio returns to his destroyed warehouse to retrieve his necklaces and swore vengeance to Spider-Man.[69]

The Return of Venom & Beetle's Intervention

Peter's class was on a trip to a museum. While on their way, he took a nap over MJ's shoulders as balancing between hero and civilian has been an exhausting process. Once inside the museum, Peter thought it was a normal day until his spider-sense painfully alarmed him of a hidden danger. Eddie Brock had survived their previous encounter and returned for Parker.

Venom attacked civilians and caused damage to priceless artifacts; Peter quickly switched to his costume and engaged Venom. Spider-Man wasn't performing well as he was repeatedly thrown and flung around. Venom charged at Spider-Man and they took the fight outside of the museum, where Silver Sable and her Wild Pack intercepted Eddie.[70]

Silver and her team arrested Venom and left Peter alone. After seeing Peter so thrashed, Sable suggested him to see a doctor. While still on the ground, NYPD attempted to arrest Spider-Man, but Peter asserted that it wasn't his doing, but the people who just left. Thanks to several witnesses that vouched for him, Peter was let off to return home.

The following morning, Peter reassured MJ he's fine from yesterday's fight. He's ready to return to fight crime as soon as MJ repairs his costume. MJ then mentioned the fact his suit was torn around his butt and was caught on TMZ for everyone to see. MJ then suggested Peter to find a superhero doctor as he can't see regular doctors as he had been through a series of serious physical abuse from his enemies. Peter tried to justify his various obligations to not see a doctor, but ultimately MJ had a point.

Later in the night, out patrolling, Peter encountered the Beetle flying around mid-town. Spider-Man asked Beetle to identify himself, but Beetle attacked Peter with unique tracking ballistics. Peter had to evade and run for his life while Beetle took the opportunity to escape Spider-Man's sight. Peter managed to web down the tracking weapons to a wall and found Beetle. He surprised Beetle by jumping on top of him and tried to hold onto Beetle with his webbing; however Beetle deployed his forearm blades and cut himself loose from Spider-Man, but Peter didn't lose him.

Peter trailed Beetle and found him infiltrating Roxxon Industries (yet another attacker to Roxxon). Beetle was spotted by a security guard and was going to kill him until Spider-Man intervened. Peter smashed through the window and engaged Beetle. It was while fighting his unnamed opponent that Peter then officially named him as Beetle. Beetle then fired an energy beam at Peter that burned him. While Peter tried to recover, Beetle escaped capture. Security didn't stop Spider-Man and Peter returned home.

Next day at the Daily Bugle, Peter told MJ what had happened. MJ actually faulted Peter as he engaged Beetle first, but Peter argued that he merely greeted him and received hostile treatment. Peter then confirmed the internet pic of his "side cheek" butt to MJ. Switching the subject, Peter noticed that all his research into Roxxon suggests there's a relationship between Roxxon and Latveria (home to Dr. Doom). Just then, Peter received another call, Fury wanted to talk. Fury had since returned from the Squadron Supreme universe and resumed his seat as head of SHIELD. Fury wanted to talk about Beetle.

Peter met with Fury on top of the Bugle. Peter didn't enjoy the fact he can be summoned at will simply because he's Nick Fury, but Fury affirmed he can pretty much do so. Fury was quick to talk about Peter's failed battle with Beetle, however, Peter argued it was a draw, but Fury wasn't impressed. Fury then told Peter to back off, that SHIELD will tend to this matter. After making clear of SHIELD's intentions, Peter agreed and left; unknown to Peter, Fury was counting on the fact that Peter wouldn't listen to him and would directly interfere into this matter.[71]

Later in the night, Peter and MJ was at his basement to talk about what happened. MJ declared that one day, she'll publish a book about recent events and Peter didn't object. They then re-focused the main subject, Venom. Peter explained the symbiote was designed after his father's DNA, therefore its abilities are extended to Peter. Peter mentioned how his body had a strong reaction towards Eddie's return and he analyzed his own blood sample, remnants of the symbiote still lives within Peter. Just then, his computer alarmed him about Venom. Peter told MJ they'll have to cut their date short and he left; however, MJ was baffled about hanging around his lab was considered a date.

Peter's computer suggested that Eddie is tied to Trask Industries and he headed there to investigate. In between this time, Beetle had attacked Trask's lab and liberated the symbiote to abstract a sample. After cutting a piece of the symbiote from Venom, they fought and their fight was taken to the streets. Peter saw the two fighting and intervened to prevent further chaos; unfortunately, the symbiote couldn't let go of Peter. Venom abandoned Eddie and attached itself to Peter.

Peter was caught by surprise and the symbiote forced itself to re-bond with Peter.[72] Peter tried to fight the symbiote with his mind, but at the meantime, the symbiote was on the defensive and defended Peter against his attackers. Silver Sable and her team attacked him with heavy gun fire. The Beetle also fought against Peter, but he grabbed and swung away Beetle. Silver Sable shot at Peter, but the symbiote threw a car at her to get away. Sable then had a armed helicopter gun Peter down, but the chopper crashed and exploded into a taxi after Peter attacked it. Peter no longer had control; the symbiote took over his mind and he was hungry for new flesh, it was then the Ultimates and SHIELD Hulk Buster units arrived.

Captain America, Hawkeye, Iron Man, and Wasp attacked Peter. As much as Peter didn't want to take on the Ultimates, the symbiote's control over his body overwhelmed him. Captain America punched his fist into the symbiote's mouth, but the symbiote attempted to eat Captain America. When the symbiote couldn't, it flung away Captain America. Thor then attacked the symbiote with his hammer, but the symbiote also tried to eat Thor. After Fury found out it was really Peter behind the suit, Fury had Thor lay it hard on Peter with a thunderbolt. The electric shock was hurting Peter and he cried for help and it was also his last memory. Peter woke up in his bed, normal, and was greeted by Aunt May.

Aunt May told him she was watching events on the news and worried about him. She then told him to do something for the day as he slept in all day. Peter then headed to his lab, only to find an e-mail from Fury to see him. Peter swung over to Triskelion to be greeted by Fury, Captain America, and Iron Man. Peter wondered how did they know he was coming, suspecting Fury is spying on him, and Fury admitted "a little." Stark was quick to ask Peter about the symbiote, but Peter himself was confused to last night's event.

Fury explained that Thor's electrical attack freed him of the symbiote. After scans checked Peter was healthy and clean, he was sent back home with his pajamas changed. Peter then asked about Eddie, Fury told Peter he was lost to the crowd as they had to deal with other things like Silver Sable. Peter was confused and Fury had to describe Silver Sable for him to associate his attacker. Fury told Peter she's in SHIELD custody and will cooperate.

Peter then refocused on the symbiote and asked about the suit, they confirmed that the symbiote is under SHIELD custody as well and guaranteed it's safely guarded. Peter argued the suit belonged to his father, but Fury argued it's a world security threat and it's in his holding. Peter suggested to destroy it, but Fury couldn't agree to it. Fury explained his father's work is leading to new possibilities in bio-warfare and that everyone around the world wants it. To Peter's shock, Fury suggests that Richard Parker may have jump-started the new wave in bio-warfare.[73]

Investigating Banshee for Wolverine

One night at a warehouse at the Bronx, Peter and Kitty teamed up to take down drug addicts of Banshee. To Kitty's disapproval, Peter coined them as Screamers because of the literal definition of banshee. They defeated all their opponents, save the last brute; however Wolverine appeared and took out the last one. Logan had come for Peter's help over his personal investigation of Banshee; the trio headed back to Forest Hills.

Back home, Logan gave Peter a sample of his blood for a comparative analysis and explained the results: he has been tested positive for Banshee even though he never used it. Peter wondered why didn't Logan seek help from greater scientists like Richards or Banner. Logan reasoned that Richards and Banner would likely turn him over to SHIELD. Logan felt Peter was perfect for the task, being inside his head before (due to Jean's mind swap earlier), Wolverine was confident that Peter will figure it out; Peter was touched by the compliment.

Moments later, Peter figured out the mystery behind Logan's positive test on Banshee, it's because he is Banshee. Peter explained that Banshee itself is a genetic enhancement drug that used his DNA as a basis; the reason he was tested positive is because Logan's unique blood was used to make it work. Logan became very angry at the situation and Peter was worried Logan was going to hurt him for the revelation. Logan assured Peter his anger isn't directed at him. The X-Men soon arrived and Logan left the Parker residence to settle the score with Xavier.

The Revival of Gwen & Return of Carnage

Peter was making out with MJ when she insisted to stop. Peter apologized for his forwardness, but MJ reasoned she didn't want to take their physical relationship too far. Just then, Eddie Brock appeared before him. He demanded Peter to return him the symbiote or he threatens to tell everyone he's Spider-Man. Peter argued that the parasite has caused nothing but horrors and was surprised that Eddie would even demand about getting back the symbiote. Eddie remained firm on his ultimatum, the symbiote or public exposure of his Spider-Man identity. When Eddie left, Peter told him he didn't even know how to find him, but Eddie assured him he knows how to find Peter.

Later while swinging through the rainy night, Peter frustrated over the whole matter and thought about help. Peter thought about the F4, but they're out on another worldly mission. He then thought about SHIELD and Fury, but he always didn't trust SHIELD's intentions. Peter then thought about reaching the Ultimates for assistance, just to find them leaving on their own mission. Unable find anyone to help him, Peter returned to the Bugle.

Still soaked from the rain, Peter began running searched on information about the symbiote. To Peter's dismay, there was an unofficial article about Trask unveiling his father's work as their own. As he continued to search on, he discovered that neither his father nor the Brocks mentioned in past nor recent events about the symbiote; Peter realized all that's been happening is all for the might of money. Frustrated over matters and without answers, Peter headed home.[74]

At home, Peter got ready to rest when he found Carnage/Gwen Stacy before him. Gwen apologized for her appearance, but she explained she had no where else to go. Peter was still disturbed by the symbiote's face on her and she focused hard enough to restore her human face. Peter wanted to know what happened to her after last seeing her and she explained that SHIELD had held her captive. Around this time, Eddie Brock came to visit to pressure Peter for the symbiote; however Aunt May anticipated him with a revolver. Eddie was still stronger and quicker with his hands and grabbed the gun from Aunt May. Eddie then pointed the gun right back at her when Peter defended his aunt.

Peter whacked Eddie into the bushes and demanded to be left alone. Peter then swung away from his house, dragging Eddie with him near the river. At the pier, Gwen was also there and Peter wanted to show Eddie the horrors of the symbiote; however, it didn't turn out at all what he hoped. The vision of Carnage drew out the remnants of the symbiote within Brock, to bring forth Venom and the two fought. Peter tried to stop the two, but Venom smacked Spider-Man away. Offended by what Venom did, Carnage attacked Venom in a vicious manner; however, Venom would gain the upper hand.

Gwendolyne Stacy (Clone) (Earth-1610) vs. Edward Brock Jr. (Earth-1610) from Ultimate Spider-Man Vol 1 128 001

Venom Vs. Carnage.

Venom managed to assimilate Carnage and pulled the very symbiote out of Gwen, making her a mortal human, but also gained greater power. Peter couldn't stop what was happening, only to witness the rebirth of a greater monstrosity. SHIELD appeared and attacked Venom, but Eddie didn't attack. Instead of utilizing his new-found power, he told Peter he got what he came for and escaped to the sewers. Both Peter and Gwen were taken back to the Triskelion for questioning.

At the Triskelion, SHIELD scientists and doctors have confirmed that Gwen is now a mere mortal, a normal 16 year old girl. Danvers insisted on having her contained in case Carnage returns, but Peter argued that Gwen can't be arrested like this; she needs to be freed and have a normal life. Another SHIELD agent was actually sympathetic to Gwen's case and argued before the Parkers that they can care for her and notify SHIELD if something bad happens.

Peter then asked about Eddie's whereabouts and Danvers assured Peter that he's a threat to everyone and they are actively searching for him. Aunt May dreaded the idea of moving away once again, but Tony Stark reasoned it was unnecessary as he got what he wanted and wants to be hidden, not exposed. Gwen was subsequently released to the Parker's custody. Unknown to Peter and SHIELD, Beetle tracked down Eddie and contained Venom into a container in his forearm-armor and returned to Latveria for Dr. Doom to study.[75]


Main article: Ultimatum (Event)

Johnny's Love Troubles & Ultimate Wave

One afternoon, Peter was making-out with MJ when Johnny Storm called. Needed help to escape a nightmarish date with Britney Amber Fox, a famous hot pop-star. Peter asked why would Johnny go out with a girl he didn't like and he reasoned simply because she's "smoking hot." Johnny pleaded with Peter to help him find a nice girl, but Peter argued he could barely find one himself. Johnny reasoned he lived in a home without any potential romantic interests while Peter is in a school filled with girls and demanded one.

Johnny wanted for Peter to call him back in five mins and a made-up an excuse so that he can bail out on his date. While waiting to call Johnny back for his escape excuse, MJ wanted to know what was Aunt May up to; Peter told MJ that Aunt May went to their HS to re-enroll Gwen back into their school after declared officially dead. MJ thought that meeting should be an interesting one.

While at the kitchen, making some peanut-butter & jelly sandwiches, Peter made his escape call to Johnny. Peter suggested to hang out together tomorrow, meeting him at his area. On Johnny's end of the phone, he completely made-up an excuse that Dr. Doom has returned and he flew away from Britney like a bat out of hell. Just as he flew away, Johnny encountered Vulture. With the unexpected assistance from Spider-Woman, Vulture was quickly defeated.

The following day, Kitty, Kenny, Peter, MJ, and Gwen all met at the Parker residence to head out to the city to see Johnny. Kenny tried to say something nice to Gwen, but the situation became awkward as he thought she died. Aunt May appeared and gave some money for them to enjoy themselves and warned them to lookout for the weather as things looked like it might rain. Little did everyone know that Magneto's plan is already happening.

When Magneto activated his "Doomsday Protocols" by altering the planet's magnetic poles, he unleashed a series of geological disasters all across the globe. Manhattan will be pounded by a gigantic tide of ocean water that will kill millions. This disaster quickly became known as the "Ultimatum Wave".

Peter and the gang were all in the L-train, heading to Manhattan to see Johnny. Kitty wondered about their plans with Johnny and Peter presumed that the Human Torch would get them into some hot spots to enjoy. Kenny then suggested watching "The Dark Knight" for the ninth time, but nobody was interested. Looking at Gwen, being thoughtful, MJ asked is she okay. Considering all that's happened, Gwen couldn't answer as she's still confused. Kitty tried to make her feel better as the situation couldn't get any worse, but Kitty couldn't be far from the truth. The "Ultimatum Wave" hit NYC and the whole gang witnessed it over the elevated track.[76]

Rescue Mission & Hulk's Assistance

The track was high enough to not be pushed away by the tidal wave, but millions have instantly died. Kitty helped Peter get out of the subway car by phasing him to the roof. Peter was concerned they might be noticed, but Kitty assured Peter that under the conditions, they won't be noticed. Kitty then reminded him that people need his help and she promised to look after the gang if they're in trouble. Peter complimented her and went on his way.

While swinging through the devastated city, Peter was confused to what to do over the situation. It was then Xavier made a telepathic broadcast to explain their situation. Peter had hoped Prof X's telepathy was like a two-way radio and attempted to communicate with Xavier, but no such luck. Xavier merely explained the whole situation they're in is caused by Magneto.[77] As Peter continued to listen on Xavier's broadcast, about Magneto's location and his actions, Peter began diving into the worst of the flood zones to rescue drowning citizens.[78] J. Jonah Jameson, one of Spidey's fiercest detractors, witnessed his unparalleled acts of heroism and later publicly recanted all of the negative publicity he had attributed to Spider-Man since he first came on the scene.[79][80]

While rescuing civilians, Parker encountered the Hulk. Despite his fear against Hulk, he managed to convince Hulk that they're "friends" and he needed his help. For a brief time, Hulk followed Spider-Man around the city, to assist in rescuing citizens around the area. While checking for any signs of life within a subway (stuck on a building roof), Spider-Man discovered the body of the late super-hero Daredevil. He was another casualty of the Ultimatum Wave (an odd and inexplicable death since he should've detected weather anomalies far ahead of everyone else).

Hulk Vs Spider-Man & Nightmare Unleashed

Around this time, Hulk returned back to Bruce Banner. Banner identified Matt Murdock as his lawyer and was shocked at the devastation, thinking he cause all of the death, but Parker assured him it wasn't his fault. Of all the moments to desire death, Banner made an unfair demand to Peter to end his life in order to stop the Hulk. Unable to comply, Banner intentionally enraged himself to revert back into the Hulk and attempted to kill Spider-Man.[81]

Spider-Man swung over to Doctor Strange's Sanctum Sanctorum, only to find that the mystic seal used to keep the evil forces of alternate dimensions at bay had been broken. From the growing rift emerged Nightmare and a cadre of demonic followers. Nightmare emerged in the twisted form of Dr. Strange. He then turned both nightmares of Parker and Hulk into reality to let them be destroyed by what they feared most. Parker thought it was merely illusionary tactics to fool him, but the animated Sinister Six seriously hurt Parker, leaving him confused as he thought dreams couldn't physically hurt him. Ultimately, Hulk unintentionally assisted Parker by attacking his nightmares. He then attacked the mystical orb that contained vast mystical energies to kill Nightmare. Hulk's strength was powerful enough to destroy the orb, but Spider-Man was caught in the wake of a massive explosion of mystical energy.[82]

Peter Parker (Earth-1610) from Ultimatum Spider-Man Requiem Vol 1 2 page --

Spider-man is found alive

The only thing left behind were the tattered ruins of his mask. Kitty would later find that mask and returned it to Aunt May, all believed Peter had fallen.[83] Afterward, the military and the surviving Ultimates searched for survivors of Magneto's attack in Manhattan and Captain America found the unconscious Peter Parker within the ruins of the city. Captain America and Iron Man checked on his vitals and he woke up before the surviving Ultimates. To everyone in Peter's life, they were overjoyed to find him alive and well.[84]

Rise of Mysterio & Amazing Cousins

Six months later, post Ultimatum, Mary Jane had inexplicably broke-up with Peter without a proper explanation. Through this rough time though, Parker and Gwen Stacy grew closer and started a romantic relationship. Due to JJ's recent confession of Spider-Man's heroism during the flood, Spider-Man is more popular than ever. The Bugle wasn't rebuilt; Peter begrudgingly taken a temporary career at the Burger Frog after Magneto's attack. It's a job he hates as he battle customers with poor attitude problems and a difficult manager to make conditions more degrading.

After his fast food gig, Spider-Man went on night-patrol to find a convenience store partially destroyed after a Jeep rammed into it. Spider-Man dropped in to ask the clerk what happened, but he didn't explain much until the cops appeared. Two cops arrived at the store and pointed guns to contain the crime scene and Spider-Man put his hands up while denying responsibility for the incident. After the police confirmed he is the real Spider-Man, the cops was more friendly to him and even wanted to shake his hand. When asked about the incident, Spider-Man admitted it was already like this when he got here; however the clerk was more descriptive and recalled the events of the robbery.

After that, Peter returned home to find Gwen waiting for him. Gwen had waited in Peter's room and did her HW until he returned. Gwen asked did he beat any bad guys and Peter said he couldn't find any. Peter pointed out that he's still uncomfortable at the fact the police and the public have such a positive attitude towards Spider-Man as he used to being disliked; however Gwen pointed out it's the change of times. While making out with Gwen, Aunt May asked about Peter's return; Peter went downstairs to see Aunt May.

Downstairs at the kitchen, Peter dropped off his costume for Aunt May to wash and she mentioned that Kitty called. While raiding the fridge for some left-over dinner, Gwen commented that Kitty is pretending to be not in love with him; however Peter didn't want to go into the subject. Gwen insisted that Kitty is very much in love with him, but Peter believes she has moved on and wanted her left alone after everything she's been through. Gwen pointed out they all went through a lot and Peter reaffirmed they're all friends.

Just as Peter started on his dinner, Johnny Storm rang his doorbell for a surprise visit. Peter was surprised to see Johnny after not knowing where he went (during and post Ultimatum) and requested to crash for the night. Before Johnny could explain himself, he collapsed from fatigue and Peter looked after him. In between this time, unknown to Spider-Man, a new villain had come to New York to make his mark, Mysterio. Mysterio infiltrated Fisk's office and shoved him out of the building, killing him. Peter would later learn about Fisk's death in the news.[85]

Peter carried Johnny over to the couch to let him sleep. Peter explained to Aunt May that Johnny is the Human Torch of the Fantastic Four. Aunt May couldn't believe that such a hero would be so young, but was also concerned his fire abilities might set the couch on fire. Peter assured Aunt May he won't light up the couch and then explained they're friends and owes him a favor(s). Since they don't know who to contact, the family agreed to let Johnny rest for the night.

The following day, Peter and Gwen had a picnic-lunch over the school's roof-top. Gwen mentioned how much she didn't like people and Peter agonized the overpopulation (due to Ultimatum) affecting his GPA. The couple then talked about Johnny Storm, Peter mentioned he'll skip work to check on Johnny; however Gwen pointed out he might get fired, but Peter sarcastically mocked the idea of losing his despised job. As they continued talking, an unexpected disturbance occurred in the local area and Peter decided to investigate.

Spider-Man investigated the nearby disturbance to find a jewelry store partially destroyed. As he approached the building, a nearby car exploded and was going to drop on him, but he held the car with his webbing. After that, a mother-daughter duo appeared before Spider-Man and the foul-mouth Lana introduced themselves as the Bombshells. Lana and her mother, Lori, began a shootout with Spider-Man, but Peter couldn't counter attack with all the explosive force they were throwing at him. Peter continued to evade their attacks until his spider-sense detected new danger.

All that exploding caused a fuel line to leak and the tank ignited before Peter would properly warn people to clear out. The resulting blast burned Peter's costume and charred his back. The Bombshells took advantage of moment and made their escape; however Spider-Man recovered and quickly pursued them. Peter managed to web Lana in the face, temporarily disabling her while he knocked out Lori. Lana freed herself from the webbing and then fought Spider-Man as the two wrestled for control. Lana used her blasting powers to launch away, but Spider-Man held onto her and both crashed into an alleyway dumpster.

Cops arrived at the scene and Peter warned the police of Lana's explosive powers; however Lana conveniently explained that her abilities only manifest with her mother nearby. With the mother-daughter duo separated, they were deemed harmless and Peter let the cops handle the rest and returned back to school. As he swung back to school, he thought the cops are still unusually friendly to Spider-Man and he couldn't stand the kindness he's been getting, missing back the hateful-days more.

Back at Burger Frog, Peter dozed off as there were no customers. When a customers did come, his manager yelled at home for dozing off. Even though Peter had requested time off earlier, his manager needed the extra help and had him wash his face before coming back. While walking away from the food court (with a soda in his hand), Peter accidentally bumped into MJ and spilled his drink all over her shirt (she worked at the food court as well, in a different fast food joint).

MJ was angry and mocked Peter for his inability to sense her. Peter apologized and reasoned his spider-senses only detect danger, not proximity. MJ then wondered why Peter is even in Burger Frog and Peter explained the Bugle was destroyed and his current job is the best he could to. MJ argued despite being Spider-Man, he couldn't make money out of it. Peter explained he has yet to figure out how to profit as Spider-Man. Peter then asked does MJ totally hate him and MJ answered she's close to feeling that way. Peter then argued he's not mad at her and reminded her she was the one who broke up with him. MJ then angrily pointed out that he started seeing Gwen shortly after their break-up.

Peter didn't realize that MJ already found out about her and Gwen; however MJ pointed out everyone at school knew about his relationship with Gwen. Peter once again reminded MJ she broke up with him. MJ pointed out their relationship is disgusting, suggesting it's almost incestuous because MJ believed their relationship was sibling-like. Peter argued he never said that, only they live under the same roof. Peter tried to explain he and Gwen didn't start seeing each other until months later, but MJ wouldn't hear it and stormed off.

As they both walked off, Peter reminded MJ she brought up the subject and MJ said she would've appreciated an advanced warning. The two locked heads again as MJ argued Peter didn't call in months, but Peter reminded her that she never returned her calls and took the hint she didn't want to be spoken to. MJ angrily stated that both he and Gwen are gross together. As MJ stormed off, Peter mocked her for MJ's craziness and sarcastically asked for the reason they separated when she's available.

As the sun was going down, Spider-Man was swinging across the city when he noticed an area filled with hysterical civilians. Peter was confused as he couldn't see the threat and tried to talk to the locals to try to understand the situation. As he approached the police, they thought Spider-Man was a large spider-monster and tried to shoot him. Peter crashed through the cops and realized he started seeing the same illusions as everyone did, a mass army of man-eating spiders after them. After Peter realized he couldn't hurt the creatures, he realized someone must be causing an illusion and ignored the spiders.

Peter theorized this whole attack is one big elaborate distraction for something and searched around the area. He found Mysterio robbing a bank nearby and knocked him down the floor while explaining he figured out Mysterio's plan. Spider-Man and Mysterio fought, but Mysterio was still caught off guard and had trouble regaining control of the situation. Mysterio tried to choke Peter, but Peter escaped his hold and then disappeared out of thin air. The police arrived to find Spider-Man all over the gold bars and explained he wasn't responsible for the robbery. Because public opinion of Spider-Man is still high, the cops actually believed him and even took a picture together for the newspaper to show off.

Back at home, Peter was walking up to his porch when he found Sue Storm. Peter was confused at the situation as Sue hugged him and asked Peter to look after Johnny. Sue then tells Peter that Johnny looks up to him and would return a favor if he needed anything. After Sue told Peter her relief of Peter being such a great person, she drove off without really explaining things. When he entered his house, Johnny storm excitingly tells Peter he's living with them now.[86]

While having pizza with the family, Peter still wanted to know how did Johnny ended up living with them. Johnny explained he couldn't tolerate NYC anymore and both his sister Sue and Aunt May didn't approve of him living alone because he's underage; both Sue and May agreed to let him live with Peter. Peter then wondered if the world is going to know about the Human Torch living with the Parkers, but Johnny explained he intends to get a secret identity like Peter and attend to his school. Peter was surprised to hear Johnny intends to attend to his school.

Aunt May then talked about living arrangements, Peter and Johnny would bunk in together; they both didn't approve. It was then decided that Peter would give up his room and move into his attic lab (since he's there more than in his room). Then they talked about chores, for the first time in Johnny's life, he has household responsibilities. Johnny wasn't fond of the idea, but Gwen laughed at him for wanting a normal life without the work involved.[87]

The following day, MJ walked up to Peter and told him about events last night: she was nearly kidnapped, but saved by a unknown hero. Peter wanted to know more details, but Peter was confused as he thought she meant "seeing" as dating a hero. MJ then described to the best of her abilities about the hero (used avoice box, unknown sex, black-red shroud, unknown powers, possibly a teenager like them). As Peter thought about MJ's words, she started to cry. MJ explained she nearly got kidnapped, her manager abandoned her, and admitted she shouldn't have broken up with Peter. MJ admitted she wouldn't see anyone because it's not Peter, but she had to accept Gwen is in Peter's life now.

Gwen overheard MJ's emotional confession and tended to her. MJ felt she couldn't be friends with Gwen and Peter as she still haven't gotten over Peter. Flash just had to overhear the situation and mocked the two for even fighting over Peter; the ladies cursed off Flash. Gwen assured MJ that they are still friends. Just then, Jessica Jones appeared and wanted MJ to join her to film the Hulk rampaging at the Queensborough Bridge. Peter had to check out the situation and left Gwen to tend to MJ.

At the Queensborough Bridge, Spider-Man found Hulk destroying the bridge. When Peter tried to talk to Hulk, the behemoth attacked Spider-Man. Hulk kept smashing and exploding cars, giving Peter a difficult time to avoid the explosive shocks. The explosions around him was tearing Peter apart. Peter made a desperate charge at Hulk to find out he went right through him and then couldn't hit him with his webbing at all; it was another Mysterio illusion. The realization was too late as a second series of explosions finally knocked out Spider-Man.[88]

Mysterio mocked Spider-Man as he fell into his trap. Peter was too weak to get up. Peter admitted to himself that he did fall into Mysterio's trap and wondered why is he targeting for him. Mysterio was about to unmask Spider-Man when Shroud (Kitty in disguise) appeared and kicked Mysterio in the face. Mysterio tried to shock Shroud, but Shroud phased through the attack. They then engaged in close quarter combat and Mysterio successfully threw Shroud off the bridge. In the meantime, Spider-Man sufficiently recovered and kicked Mysterio in the head.

Peter knocked Mysterio to the ground and attempted to choke Mysterio while demanding answers, but Mysterio zapped Peter several feet away. As Peter got up, he told Mysterio he didn't understand him. The two continued to fight and Shroud returned to the fight. Shroud shorted Mysterio's electronics and revealed his mortal face. He's a bald man with thick eye-brows. Mysterio panicked as his true face is shown; he created a large flash-bang and disappeared. Peter thought he blew up, but Mysterio appeared before him again, promising to kill Peter and vanished.

Peter then talked to Shroud and thanked her for the assistance. Peter wanted to know more about Shroud, but Kitty remained elusive to Peter's questions. Peter then asked about Mysterio, but Shroud had no clue; however she did point out a clue, a piece of Mysterio's technology left behind. While examining it, Shroud fled the scene. Peter thinks there's too much mysterious people in his life.

Later, Peter swung over to the police station to see Capt. Frank Quaid. In their office, Peter gave Quaid evidence that might hold clues to Mysterio. Even though it was a clue, Quaid pointed out to Spider-Man that he can't touch crime scene evidence or it's deemed inadmissible. Quaid then told Peter he'll submit the evidence to the FBI. Peter had hoped someone within the force can analyze the tech as he only trusted Quaid, but Quaid said Mysterio's murder of Kingpin makes him a wanted man by federal agents. Quaid then refocused on what Peter said earlier, Mysterio targeting Spider-Man, Quaid believed this vendetta can be exploited.

Back at home, Peter was about to walk into his house when Gwen stopped him. Gwen wanted Peter to brace himself and only clued-in that Aunt May has gone crazy. Peter dreaded the idea of any further surprises. Gwen told Peter they have a new roommate. Peter at first thought she was just talking about Johnny, but Gwen tells Peter it's a new addition to the household and she didn't want Peter to freak out. As they opened the door, Peter found Bobby Drake at his couch.

Aunt May pulled Peter to the side and explained that Bobby's family had rejected him due to his mutant abilities. Being Kitty's friend and without a place to stay, Aunt May offered Bobby a place to stay. Peter didn't actually welcome the new addition and wondered about the living arrangements. Bobby will bunk in with Johnny. Gwen was very excited and thought this was a miniature Avengers home; however Peter was still reluctant about the whole idea, but because Aunt May felt strongly about helping Bobby, Peter relented and accepted the situation.[89]

At dinner, Peter was giving himself a full mental review of what's happening in his life so far: an orphaned super hero, living with his widowed aunt, the convenience of hooking up with Gwen and the emotional complexities of it, the whereabouts of Black Cat, wondering if Johnny Storm will annoy him while living together, and getting along with Bobby Drake. Gwen then got up to announce to the boys that she's off limits as she's the girlfriend to Peter. Aunt May then reminded everyone that there's no hanky-panky in the house, especially to Johnny. Apparently Aunt May read the gossip columns and knows about Johnny's tall list of conquests. Johnny then joked about the matter by admitting everything the tabloids say about his exploits are completely true and high-fived Bobby.

Peter refocused on a more serious subject, how can they hide two world famous hero celebrities within their high school. Aunt May had a cosmetic suggestion, a simple makeover. To Johnny's mortified expression, Aunt May had Johnny's hair dyed black. With Bobby, Peter gave Bobby a buzzcut; both of them mentioned they might cry over losing their beautiful hair. As for their new identities, thanks to the Ultimate Wave, public records have been destroyed and Aunt May took advantage of that by faking their identities: Johnny Parker and Bobby Parker, cousins to Peter Parker.

The following morning, MJ found out about what they've done and she could only react with great surprise. MJ feels they can never get away with this, but Peter insists they are getting away with it and reminded her the guys are his cousins. Johnny then tested a fake foreign accent for MJ to see, but MJ changed the subject and pointed out how Peter always manage to top his own crazy stunts. Peter then reminded MJ of secrecy and then invited MJ over for dinner. Just then, Peter sensed danger. Johnny and Bobby was confused over Peter's expression, but Gwen and MJ knew all too well and anticipated something to happen, an explosion.

Mysterio had collected a sample of Peter's blood from their last encounter and created a Spider-Slayer, designed to track down Peter's DNA to kill him. The Spider-Slayer found its way to his HS and began blowing up the school hallway. As everyone ran for it, Johnny wanted to intervene, but Peter insisted for him to protect their identities. Peter quickly switched over to his gear and engaged the Spider-Slayer.

Spider-Man climbed over the Spider-Slayer in attempts to take out its robotic eye, but the robot has a superficial defense system and shocked off Peter. Peter's electrical shock sent him flying through a wall to find the principal hiding in fear; Peter took the chance to explain he wasn't at fault for this. Peter then rescued the principal and brought him out to safety; not without making fun of his girly screams and weight. As he got the principal to safety, Shroud appeared again to assist. Just as Peter was ready for another team-up, Shroud already neutralized the robot.

Peter still wanted to know more about Shroud, but Kitty couldn't give Peter a straight answer. Human Torch then appeared and melted the slayer. Peter warned against destroying the robot as it might hold vital clues, but it was too late, the unit was scorched. As the two turned their sights to Shroud, they realized Shroud has already left the scene. Spider-Man and then Human Torch made a grand exit as students cheered for their heroics.

Later in the night, Capt. Quaid had found Mysterio's hide out. Mysterio had just successfully identified Spider-Man's face and intends to use it to ruin him when NYPD arrived. Mysterio was furious as he was so close to defeating Spider-Man. He detonated the entire building to remove all evidence of his stay. It's only theorized that Mysterio lost all tools to destroy Spider-Man and start from scratch.[90]

Herald of The Watchers

Sometime later, at the food court, Peter and MJ started talking again. MJ felt that Peter living with his "cousins" is a bad idea; however Peter argued it was Aunt May's idea. MJ suggested that possibly Aunt May might have psychological issues due to all that's happened, but Peter argued she's never been happier. MJ then listed all the tragedy in Aunt May's life, but Peter still believed that it was still a good thing for Gwen, Johnny and Bobby to stay at their home; however MJ pointed out she wasn't talking about Gwen due to the fact she's Peter's girlfriend, but by saying that, it created an awkward silence between the two. Peter then refocused on the original subject and still insists it's a good thing, but MJ still theorizes there's a deeper underlying matter to the way she thinks. Peter didn't want to argue about this matter any further and returned to work.

Back at home, Aunt May called for a family meeting. She recently found out that their neighbor's son, Rick Jones was a mutant and Rick's mother was having problems adjusting to the situation. Aunt May felt it might be useful to dispatch her family of heroes to talk to Rick. The boys relented and attempted to make contact with Rick.

The boys stood on a condo as they discussed how to approach Rick (while he's in his own back yard). Iceman confidently believed he can talk to Rick as he used to do this with the X-Men, but Peter pointed out his chat with Liz earlier didn't help at all. Johnny pointed out the weirdness of the situation as Aunt May sent the three on a mission. Peter heartily agreed on the oddity. Johnny suggested Spider-Man to swing over to give him a thrill, but Peter was against it as it was previously noted that he went into a coma after his abilities manifested; it's possible the scare might cause him to explode. Despite Peter's objections, Iceman decided to take the lead to say "Hi" to Rick.

When Bobby greeted Rick, he panicked and flew off. Peter would only watch as this situation is already botched. Human Torch was up and tried to talk Rick as he ran mid-air. Rick depowered and Peter swung in to catch Rick. Just then, Rick's warp powers manifested and took them all the way to a Detroit diner. Peter and Rick crashed into the diner and realized they're in Detroit (after looking at the local newspaper). The manager wasn't pleased as Spider-Man and Rick trashed his diner. Peter tried to explain it was an accident, but the manager threatened to sue him. After asking around, a little girl told them they're actually in Ann Arbor, Michigan. While still trying to understand how they got to Michigan, the manager tried to unmask Peter and the two struggled. Rick panicked and demanded to go home; his powers obliged his desire and Peter quickly hitched on Rick's warp portal, back to Forest Hills, Queens.[91]

After Peter and Rick warped back to Queens, Peter webbed himself a netting to break his fall while Iceman caught Rick and slide him back to the ground. The three then tried to calm Rick down and tried to associate Rick as fellow mutants, but Rick denied his mutation. Rick explained his abilities were given to him by a mysterious floating eyeball. Johnny realized what had happened: six and half months earlier, the Fantastic Four encountered a mysterious stone pillar that made contact through Sue's body. Similar pillars erected all over the world as well. They called themselves the Watchers and informed them that a herald has been chosen to protect and lead humanity to its future; Rick Jones is the chosen one.

After Rick found out about the origins of his powers, he wasn't happy at all. He was upset that he wasn't given a choice in the matter and didn't receive any knowledge to master his abilities. Peter tried to comfort Rick by relating the fact none of them knew how to figure out their lives after getting powers. Rick then wanted to see the Watcher, but to his disappointment, Johnny inform them they already left; Rick returned to despair. Peter then demanded money if Rick continues to mope, but Rick reasoned he's not moping, he's afraid.

Peter tried to relate with Rick's fears, but Rick didn't believe him. Peter then explained his costume alone represents a man with issues to work out. Bobby and Johnny then reaffirm they're here to help Rick. Bobby then explained his first use of his powers froze an entire block and that helping him practice using his powers is easy; Rick argued what he's going through isn't easy and wanted to know how it was easy. Johnny then suggested first figuring out his abilities first and then a superhero identity; however Rick wasn't fond of the idea of a costume and superhero name, thinking the whole thing is lame. Peter then tried to argue his point, pointing out how he's beloved by the public.

Rick still wants to see the Watchers for himself to ask why was he chosen, but Johnny reaffirms that the Watchers have left. Rick strongly desired to see it for himself and his demand fueled his emotions, he accidentally created another warp portal and Peter told everyone to grab onto him to hitch a ride with Rick. On the other side, they've reached to the secret military facility at Wyoming (Project Pegasus), where the Watcher's artifact was discovered. As they reached closer to the front entrance, the front door seems to be broken though and the group quietly entered the Pegasus compound to investigate.

The group quietly entered the area to find out who had broken into the Pegasus compound, they found the Serpent Squad raiding the facility in search of the Serpent Crown. The heroes quickly engaged the ladies while Rick looked for cover. One of the girls attacked Peter, using her lizard tail to choke Peter to death, but he grabbed her and swung her into her teammates. Rick managed to use his powers to transport the girls out of the facility, right into military hands who just came to regain control of the Pegasus compound.

After the battle, Rick was enjoying use of his powers while Peter was taking a breather. Just then, the military came to secure the facility. After Johnny explained things with the military, Peter asked about Rick's future plans. Rick accepted his abilities and now wants to be a superhero. Just as the military wanted to hold the heroes for questioning, Rick used his abilities to transport them back to Queens.

Once back at the Jones residence, Rick and the rest were talking about an alias for him. While thinking of one, he also told everyone he needs to go figure things out on his own. Mrs. Jones appeared just in time to find Rick preparing to leave. Rick assured his mother that he'll return home when the time is right. As Rick starts creating a new portal, Peter wondered about his academic future, but Rick argued school isn't necessary with his abilities. Before Rick left, he figured out a name for himself, Nova. He thanked the heroes and warped to an unknown destination. Peter wanted to see if Mrs. Jones was okay, but she was quick to demand the heroes off her property. As the heroes leave, Johnny wondered to Peter why they go to school; Peter tried to explain the importance of responsibility, but Johnny considered that an unrealistic answer. Bobby then wondered if they'll ever see Nova again and Peter assured he'll return at his least convenient moment.[92]

Ultimate Enemy to Ultimate Doom

While out patrolling in daylight with the Human Torch, Johnny argued to Peter about selling Spider-Man's image for profit; however Peter was against the idea out of ethical principal. Just as Johnny wanted to continue to argue his point, the duo witnessed a mass explosion before them. As the duo investigated, they saw an alien entity rampaging within the vicinity and intervened to defend nearby civilians. Johnny tried to prevent the creature from attacking by making a vortex of fire around him, but the alien blasted through the flame barrier and returned fire. Spider-Man evaded the attack for a safer location, but the creature vanished to another location.

Peter was wondering about the alien when Nick Fury appeared before him. Peter always presumed Nick died in the Ultimatum Wave, but he survived and thanked him for the assist. Peter asked if Fury was he somehow responsible for this incident, but Fury explained he was specifically targeted. Unexpectedly, the three witnessed the destruction of the Baxter Building. Johnny feared for Sue's life and headed to the remains of the building to check on Sue's status. After finding her alive, they regrouped to go seek Reed Richards' advice. Sue managed to abstract a tissue sample of the blob-like creature that destroyed the Baxter and Roxxon buildings; she wants Reed to analyze it. Peter, Sue, Johnny, and Ben Grimm headed to see Reed, only to discover his family home had been decimated and it's believed that Reed was killed.

Reed's location was a secret, only a very small collective knew about his whereabouts and the fact he was discovered so quickly suggested the enemy knows much about them. Peter then realized the alien creature is potentially targeting his family as well and called Aunt May to warn her of danger; unfortunately, it was too late, the alien already teleported outside their house. Fortunately, Bobby was quick to react and defended the Parker household as Peter and the others rushed to his aid.[93]

By the time Peter arrived at the scene, Bobby was exhausted as his freezing abilities couldn't contain the alien attacker. While Peter tended to Bobby, Sue Storm used all her shielding powers to hold down the creature while demanding answers for Reed's death. Just then, Carol Danvers and her SHIELD Hulk Buster Unit arrived to contain the situation. At the scene, Danvers welcomed the assistance of the heroes as SHIELD is unable to contain the alien alone. Peter took the chance to ask about Reed's whereabouts from Danvers, but she can only tell him that SHIELD is actively looking for him; he insisted they looked harder.

While the rest of the people focused on the alien, Peter noticed Ben Grimm wasn't well and tried to warn everyone something was wrong. Unexpectedly, Ben's body began blowing forth powerful explosive force of unknown origin. While it was powerful, it wasn't enough to affect the outcome of the battle. SHIELD caught their alien and Ben was rushed to the Triskelion infirmary.[94]

Peter and the others returned to their defrosted home and reflected on what happened. He blamed himself for the attack as the alien specifically targeted him. While the others tried to explain he wasn't at fault, Peter felt his presence was too dangerous to remain at home and decided to leave the house until the coast is clear. Peter hugged Aunt May and went off to investigate all that had happened. Just as he swung around NYC for some clues, Spider-Woman appeared.

Jessica wanted to talk to him, but Peter told her he didn't have time to deal with his female-clone. As Peter kept swinging, Jessica talked about the attack on the Baxter Building and that she was there. Peter asked if Jessica was behind the attack, but Jessica debated the logic of jeopardizing herself by staging an alien attack. Jessica then asked if Peter thought she possibly turned criminal if he turned into a female. Peter had no answers to Jessica's argument and she realized Peter is very frustrated and grasping straws. Jessica slowed down Peter after telling him exactly what's going through his mind and the attack on Roxxon Industries.

Jessica explained that the attack wasn't just on super-heroes, but a multi-prong attack on the powers and intelligence of the world. Because the first attack didn't finish off Peter, Jessica believes there will be a second wave to finish off Peter. Jessica made a strong argument that whatever threat is against them, Roxxon is somehow related and they should set their sights on investigating. Sometime later, Jessica would report to Peter that she successfully planted herself within Roxxon as a Julia Carpenter and had Peter on stand-by should something unexpected goes down.[95]

A day or two later, Peter staked outside Roxxon Industries as Jessica unsuccessfully investigated the Brain Trust. Her cover was blown and was taken to a private lab where she's about to be experimented on by Doctor Octopus with crude surgical tools. Spider-Man surprised everyone by staging a lightning-style rescue. He had the element of surprise and used it to cause massive confusion as he webbed down the entire laboratory.

As Spider-Man webbed the entire lab, he mockingly/sarcastically asked the people if they've seen an evil doctor with metal octopus arms and a terrible Three Stooges haircut. Octavius's metal arms tried to attack him, but Peter dodged his attacks. As Peter gave Octavius a right-cross, he asked did Octavius missed him much. Peter then mocked the Brain Trust as he webbed the room even more while sarcastically expected no one to sell his webbing to Ebay.

With all enemy combatants contained, Peter took the chance to free Jessica. As he ripped out Jessica's bonds, she tried to warn Peter that he's about to get it by Dr. Sterns (a Hulk-like mutant). Peter thought Jessica was trying to assert her control over the situation, but his spider-sense kicked in and he realized what's happen as he dodged the attack. Peter quickly jumped upwards and then dived back down for a mule-kick. As he kicked Dr. Sterns, he marveled that Roxxon had their own Hulk and sarcastically said he wasn't sure what to get them for Christmas now.

Peter Parker (Earth-1610) and Jessica Drew (Earth-1610) from Ultimate Doom Vol 1 2 0001

Jessica and Peter escape from Roxxon.

As Peter provided suppressive combat support for Jessica, she took the chance to beat Octavius into a bloody pulp. Spider-Man defeated Dr. Sterns and delayed the rest of the Brain Trust members long enough for him to grab Jessica to run. The duo then broke through the window and swung a block away before landing on a roof-top. Peter suggested they should gain more distance, but received a surprise emotional hug from Jessica. She expressed her gratitude for saving her and expressed how much she hated Octavius, Peter agreed and mentioned he unfollowed him Twitter. As Jessica told Peter how she wanted to kill Octavius, the Roxxon building was suddenly destroyed by the alien blob that attacked the building earlier.[96]

As the blob expanded and destroyed nearby buildings, Jessica couldn't believe it's happening again. Peter had Jessica refocus on the task at hand: rescue as many civilians as possible. Peter just rescued a thankful overweight security guard when he found Octavius under the blob and pleaded for help. Peter tried to reach for Otto, but Jessica was against it and reasoned he deserved his fate as he ruined their lives. As Jessica tugged Peter away, he reminded Jessica that they help everyone.

Both Peter and Jessica grabbed each of Otto's arm tried to yank him out; Jessica was angry at Peter's sense of morality as they tried to help Otto. Only with their combined strength, they saved Otto. Otto was grateful for the save, but Peter silenced him. Just then, Rick Jones opened a warp portal behind them, delivering Johnny Storm along for the ride. Seeing Peter survived the devastation, Johnny hugged him as Peter tried to understand the situation. Johnny explained they're here to grab a sample of the blob to help Susan stop Reed Richards. As Jessica, Rick, Johnny, and Peter prepared to leave, Otto volunteered to join them. Jessica was strongly against it, but they need all the brilliant minds they could get and they warped back to the Pegasus Project.

Back at the Pegasus Project, Susan figured out a means to find and take the fight directly to Reed. After finding out Reed was hiding in a pocket of the Negative Zone, Spider-Man, the Ultimates, SHIELD, the remains of F4, Nova, Spider-Woman, and even Octavius entered the Negative Zone and engaged enemy forces. However, before they could fully attack, Ben Grimm wanted talk to Reed after a lifetime of friendship. After Ben confirmed that their enemy was indeed Reed and that all that had happened was his doing, Peter, along with his allies all attacked Reed and his alien forces.

As everyone picked their targets, Peter noticed the same alien attackers seemed so indestructible in their encounters now came off easier to fight; Johnny reasoned it was probably due to different environments. To Peter's concern, Johnny unleashed a great deal of firepower against enemy forces and Reed himself. Concerned for Johnny, he wondered if he was alright, but Johnny explained he just never had a reason to use the higher extent of his abilities.

While everyone else fought, Peter, Nova, and Octavius tried to destroy Reed's equipment. Peter attempted to take down Reed's command hub when Nova pointed out that a lot of the equipment has been modified and stolen from Project Pegasus. As Peter tried to figure out what to dismantle, Octavius wanted to know how Nova got his powers, but Peter told Rick he didn't need to answer to a psycho murderer as they worked. Nova then reflected to Peter at the unusual situation. He never thought the Watcher's warning of a destructive harbinger would be Reed Richards. Marvel himself, with his knowledge of Kree technology, couldn't figure out Reed's work; Reed was working at a level beyond their understanding. However, they got Reed's tech and it was time to go. Nova generated his largest portal and warped Marvel, Spider-Man, and Octavius back to Earth realm.

The four was meant to warp to the Triskelion, but they ended up at a playground. Curious what happened, Rick explained it's his elementary playground; they got here because his mind took him somewhere he felt safe, a matter Peter thought Rick needed therapy for. Peter then focused on the school kids and warned them of great potential danger, but Rick felt things should be safe since he closed the wormhole.

With the battle won, Peter had time to wonder why Reed was after him. He understood the attack on the other sites as they posed a threat to his operation, but an attack towards him confused Peter. Octavius answered and told Peter has the intellectual potential to become greater, but waste his talents as a hero; Peter silenced Otto for his praise. Meanwhile, SHIELD and the remaining F4 taken care of Richards and returned to Earth. Unknown to everyone, Reed survived the battle after having his base destroyed.

Johnny's New Love & Fugitive Kitty

At school, Peter was walking to study-hall when Gwen came to see him. Gwen couldn't find him at study-hall and thought he was busy being Spider-Man. Peter explained he needed to study to maintain his grades and had no time for Spider-Man. Gwen then asked Peter to follow her and reluctantly ended up inside the girl's toilet. To Peter's confusion, Kitty was there to greet him into a toilet-stall with the girls mentioning something "long overdue." Once inside the stall, MJ greeted him with a bag of salon products, it was a haircut ambush.

Peter quickly ran for it, but Kitty was quick and shoved him right into the toilet seat. MJ explained that the three of them had an awkward lunch with each other earlier as they found nothing in common. However, it wasn't long they realized how much they found commonality over hating his hair. As MJ began shaving off his bangs, Gwen apologized for the ambush, but pointed out (with a phone pic) that his hair had grown out so much that when he wears his mask, he's round-head Spider-man. Peter didn't realize how round his hair made his head looked when masked, but also don't want the girls to eat lunch together anymore to avoid situations like this in the future.

Just as MJ nearly completed his haircut, Tandy (a classmate) walked in to see what the girls are doing to Peter. She was appalled the fact there's even a boy in the toilet, but the girls made it less of a deal, telling her to do her business in the next stall. Tandy wouldn't have Kitty talking to her like that as she believed Kitty should be locked up. In Kitty's defense, MJ scold off Tandy to get out of the bathroom or threatened to cut her hair as well. Tandy reluctantly complied and left.

Later at home, Aunt May loved Peter's new haircut as she can see his pretty face; it was not without the mockery of Bobby over Peter's "pretty face." Seconds later, Johnny returned home, exclaiming he's in love. He thanked Peter for his Spider-Man life, because it gave him the chance to find an "awesome hot chick."

Peter was at first confused who he was talking about and started naming out the hot girls he knows: Silver Sable, Black Cat, and Elektra, however, it didn't match Johnny's girl and Gwen was jealous to not know these women. Gwen punched Peter in the shoulder for not listing her as one of the "hot girls"; he was quick to explain "hot girl" that he's not dating and in love with to recover and Bobby was quick to ask Peter to "hook" him up. Johnny insists that Peter knows her and said Spider-Woman.

Peter was shocked to hear that Johnny's in love with his female counterpart. If it wasn't enough, Johnny confirmed they made out; Peter was in further shock. Johnny told Peter that Jessica is what he's been looking for. He elaborated that he's been dating models, actresses, and teen superstars but, he always felt something missing (Bobby sarcastically relating to his pain). Johnny explains that the missing matter was to have a girl with their superhero lifestyle; a girl that can relate and understand his life. After confirming a second time, that Jessica and Johnny made out, Peter couldn't stand being in the house and left without explaining himself. Peter was very displeased at the idea that his clone would even kiss Johnny. Peter ran off to fight crime and save lives to help shake off his thoughts over the night, but to no avail.

The following morning, Peter still didn't feel comfortable with Johnny. Johnny also sensed Peter had a problem with him and wrote a note, asking a reason for his angst. Peter couldn't explain as the principal escorted agents into the class, they had come for Kitty. Kitty denied any wrongdoing and Peter tried to defend Kitty, but he realized they are here to intentionally cause a scene; it would legitimize Kitty's capture and Peter told Kitty to run for it.[97]

Kenny wasn't going to let Kitty go without a fight and started a fight with the federal agents. While Kitty was tearing up at the scene, Bobby and Johnny wanted to intervene, but Gwen advised against it as it would only reveal their own secret identities and powers. Peter agreed with Gwen and had the guys hold back. He told Kitty to go as it's the only way to neutralize the situation. Kitty pretended to peacefully surrender, but escaped into the sewers with Kenny with her phasing powers. Peter and the rest of the gang was relieved to see her escape. The gang later returned to Peter's home to reconnoiter the situation.

Back at the Parker household, Bobby was upset that they didn't do anything to help Kitty. Johnny commented how he would've taken action, but followed through Peter's decision; however Peter was bothered at the fact he's considered the de-facto leader in this situation. Gwen commented the situation would've been worsened if they acted. Peter explained that if they did take action, it would make them fugitives and their fighting might hurt classmates in the process. Peter reaffirmed that using force to fight isn't the best solution to resolve the situation. Peter, Bobby, and Johnny decided to head off to Kitty's house to assess the situation.

At Kitty's house, it was a media circus as authorities and the news have surrounded the Pryde residence. As the young heroes survey the situation, an unexpected explosion occurred. Shroud appeared in rage, cursing at the media and telling them to run in fear. Peter tried to contain the situation by attempting to grab Shroud, but he phased through Shroud. Bobby made the connection that it was Kitty. Kitty used her density powers to crack through Iceman's face.

Kitty then unmasked herself, to reveal she was the Shroud the entire time. She was furious, throwing an outrageous fit, exclaiming that the guys are too late to help her. Peter caught Bobby and tried to reason with Kitty. Peter told Kitty they are here to help her and that her violent demonstration only validates their opponents because they want her to be viewed like Magneto; however Kitty angrily exclaimed that Magneto was right and flung Spider-Man through the house.

Peter crash landed onto Kitty's couch and found Kitty's mom. She tearfully asked Spider-Man to help Kitty. Human Torch distracted Kitty long enough for Iceman to successfully freeze her, hopefully to contain her, but she broke right through and headbutted Iceman. The boys was baffled at Kitty's newfound powers.

As Peter tried to grab Kitty to calm her down, she explained she trained herself to reverse her phasing powers to throw high-density attacks. Kitty felt her calming down wouldn't resolve anything, she was disappointed at the guys for their lack of support at her worst moment. The guys tried to reason with her, asking her for the next step, but she phased into the sewers. Bobby explained she's only angry, but Johnny felt she lost her mind. The boys followed her into the sewers in attempts to reason with her one more time.

In the sewers, they lost sight of Kitty. Peter called out to Kitty, telling her that they all love her and reasoned they just didn't know how to help her at the time. Peter told Kitty not to allow recent events turn her for the worst. Iceman asked, "What would Charles Xavier do, Kit?" The boys departed, leaving her to sulk in her emotions as they figure out the next step in Kitty's predicament.[98]

Helping Kitty & Chameleon's Defamation

Back at the Parker household, Aunt May decreed an official stop to heroics until public anti-mutant sentiment lowers; it was not without the objection and sarcasm to the young heroes. Bobby was still worried about Kitty, but Peter and Johnny reminded him they tried to help her and was rebuked.

Bobby wondered if it meant giving up on Kitty and Peter reaffirmed his commitment into helping her; however Bobby still feared she might join the Brotherhood of Mutants. Peter wondered if Bobby was ever this paranoid; Bobby melodramatically asked who said he was paranoid. Peter remarked his joke was a bit intense. Bobby then switched subject, about living a "normal" life; Bobby talked about cash flow issues and the need for money. Peter recommended his job at the Burger Frog, but gave him a fair warning why people always leave the job, because it sucked.

The following day, Bobby got the Burger Frog job, as the tadpole behind the counter with Peter. Johnny had to come out and mock both of them for their ridiculous outfits. Peter and Bobby held their frustration back as Johnny wondered if there's any "dignity" available to order, but joked they don't have any; Bobby returned a favor by icing Johnny's pants. Meanwhile, MJ appeared to talk to Peter.

MJ wanted to talk to both Gwen and Peter about the video she recorded earlier, when the federal agents attempted to arrest Kitty. She doesn't know what to do with the footage as it's a sensitive matter to Kitty, but it's also a very newsworthy matter to publish. Gwen suggested to sell it for money, but MJ objected as she wanted to be a serious journalist. After some thinking, Peter decided to see Ben Urich in the new Daily Bugle.

At the newly rebuilt Daily Bugle, MJ was amazed at the size and improved usage of computers; however Peter was less happy about it as he remarked the Bugle is strictly an online publication now and missed the old newspaper days. MJ thought he was too young to be nostalgic about such things; however Peter remarked he has an "old soul." After finding Ben Urich, they told him they're here to ask his opinion out of journalism principles; Ben insisted to show him the video away from JJ.

After seeing the altercation between Kitty and the FBI, Ben remarked that what they have is indeed newsworthy; he asked how much money MJ wanted for it. MJ was offended that Ben tried to bribe her for the footage; however it was Ben's test of her integrity as a budding journalist. After that, Ben wanted to know would Peter go on record for the incident, but Peter didn't want to be involved and insisted it's MJ's project and she should go on record. While Ben continues to talk to MJ about seriously taking the footage to be published as news, Peter's spider-sense warned him of danger when he waved at JJ passing by. Curious about the danger warning, Peter excused himself to the bathroom and trailed Jameson to the parking lot by elevator.

As the elevator door opened, JJ demanded to know who was Peter. Peter was surprised JJ didn't remember him. JJ tried to punch Peter, but Peter's reflexes allowed him to evade the attack. Jameson was more intrigued with Peter, deducing he had powers. Jameson then electrically stunned Peter and took his ID. Jameson then threw Peter into the back of a car trunk and forced him to look at him. To Peter's surprise, JJ shape-shifted into him and locked him in the trunk, it was the Chameleon. After locking Peter away, Chameleon assumed Peter's identity.[99]

In between, fake-Peter has cause a ruckus in Peter's life. He offended all of his friends and hit on MJ. Fake-Peter also publicly threatened Flash at the school hallway, threatening to kill him for further annoyance. If it wasn't bad enough, Gwen thought Peter cheated on MJ after kissing her at school, causing Gwen to run away from home. [100]It wasn't until Chameleon's bank robberies finally convinced the Parker household that something is seriously wrong with Peter for Aunt May to dispatch Bobby and Johnny to investigate.

Peter was taken to an abandoned warehouse, where he was sedated and tied up next to the real Jameson. Eventually, JJ woke up Peter nearly a day later. Still groggy, Peter struggled to understand his situation. He asked why Jameson attacked him in the Bugle parking lot, but Jameson denied ever doing so and pointed out they're both tied up.

Jameson then wondered why Peter is even captured as he's nothing special versus himself, a rich man of a newspaper empire. As Peter struggled to free himself, Jameson realized Peter is Spider-Man. As Jameson struggled to utter Peter's superhero identity, Peter insisted Jameson kept his silence as someone maybe watching them; however Jameson had a hard time keeping himself quiet as he kept pointing out Spider-Man was under his nose the entire time.

Camellia (Chameleon's sister), eventually appeared and greeted the two. Peter wanted to know who she is and what she wants. Camellia answered: she wants what everyone has, but who she is will be harder to describe. She revealed herself in the light as a faceless woman. She explains that both she and her brother are Chameleons and they can be whoever they need to be. Jameson then demanded to know what they want, but Chameleon's sister points out that Jameson is no longer valuable. As Peter struggled to break free from his bonds, she tells Peter to pay attention as she headshot Jameson in front of Peter. She wants to talk more about Peter.[101]

Peter demanded to know what does she want. Camellia reminded Peter of his ties with the Ultimates and SHIELD; she wants to use this information for profit. She intends to sell Peter's knowledge to the black intelligence market and warns Peter his lack of cooperation will be bad for his family. Not long, Chameleon ran inside, telling Camellia to kill Peter and run for their lives as his cover is blown by Iceman and Human Torch.

Chameleon grabbed the gun from Camellia and tried to kill Peter, but Peter evaded and broke free from his bonds. Peter recovered from the drugs well enough to punch Chameleon, but Chameleon threw a lightning bolt against Peter, momentarily disabling him. As Peter was recovering from his injury, the room was completely frozen in a matter of seconds. The siblings tried to escape, but Camellia was taken down, right under her feet from Human Torch. Iceman froze Chameleon right under him and the duo tended to Peter.

Peter wanted to know how long was he gone and the damage Chameleon has done to this life, but all Johnny could do was apologize for them not knowing. As Peter contemplated the level of damage done by Chameleon, Johnny pointed out that Jameson is still alive. Peter had Johnny immediately transport Jameson to a hospital while he and Bobby figure out what to do with the Chameleon Twins.

Bobby was curious to know if the Chameleon Twins were aliens, but Peter doubted that an alien would do something so mundane. The duo realized they can't turn in the impostors to NYPD as they know their identities. Peter then thought of the perfect place to send them to, SHIELD HQ.

At the Triskelion, Peter and the gang dropped off the Chameleon siblings and was debriefed by SHIELD agents. Afterwards, Peter was sent to the medical ward for medical attention. While resting on a stretcher, in the infirmary, Carol Danvers came to talk to him. Agent Danvers spoke to Peter about her concern for his future.

Agent Danvers expressed her personal difficulty in what to do with Spider-Man. With corroborating statements from Bobby and Johnny, she believes (on record) that all recent events with the Chameleon Twins is the truth; however it doesn't make it less of a situation for her. She admitted she saw Spider-Man as an inherited problem from Nick Fury because she didn't approve of using young super-powered teens; she believes it's a serious problem waiting to happen and recent events only confirms it. She goes on to explain she has worldly matters to be concerned about and can't have young and dangerous teens causing trouble in NYC, it's unacceptable behavior. In light of all that's happened to Peter, Danvers decided to let Peter return home.

With all that he suffered and his given assistance to SHIELD, she believed Peter deserves to get his life back. However, Danvers strongly encouraged Peter to consider retiring as Spider-Man. She wants Peter to stay out of trouble until he becomes a legal adult, after that, they can talk about possible career options with his powers within the government. She tells Peter he's free to choose his life, but warns Peter if he causes another incident, she'll be forced to make life decisions on behalf of Peter and believes he's not going to like what she decides. Danvers left Peter to contemplate over matters and later had him transported back home.

SHIELD agents later dropped off Peter at his home after patching him up. Aunt May embraced Peter with loving arms, but Gwen could only give Peter a furious glare. Peter felt too awkward to say anything. Tired from his ordeal, Peter headed back to his room to rest.[102]

Damage Control & Bombshell Classmate

Peter was resting and mentally agonizing over recent events when Aunt May came in to talk. She believed Peter should skip school for the day and recover from all that had happened, but he wanted to attend school. Aunt May asked if Peter talked to Gwen, but Peter wasn't sure what to talk about after recent events. Peter then apologized to Aunt May as he felt if Spider-Man didn't exist, he wouldn't have brought in another problem into the house; however Aunt May was supportive and told him it wasn't his fault.

Aunt May believes the world would be a lesser place without Spider-Man. She reminds him since she knows he's Spider-Man, it's a family decision for Peter to continue as Spider-Man. She reminded him that she could've rejected his abilities, but she saw it as a special thing. She acknowledges Peter's suffering, but also told him to focus living through it, to focus on the fact he survived it and that his friends came for him when he needed it. Peter felt better after Aunt May's supportive words, however, she insisted Peter to talk to Gwen as she suffered the worst of it. After the lecture, Peter headed for school.

In class, Peter was in a science fiction literature class with MJ and Gwen. As the teacher complained the fact nobody did the reading assignment, Peter spaced off in class and didn't speak to the girls. Moments later, a new transfer student was introduced into class, Lana Baumgartner. Because Kitty is still an active fugitive, the teacher had her take Kitty's seat since it's empty. As the teacher interacted with Lana, the new transfer student had a very foul mouth attitude and it didn't take long for Peter to realize it's Lana of the Bombshells.

After class, Peter told Bobby and Johnny about Lana. Neither of the two could believe it, but Peter is convinced it's Lana. Peter explained that Lana and her mom is part of the criminal duo known as the Bombshells. Bobby thought there was something hot about Lana. Johnny thinks Bobby needs to find a girl and Bobby agrees. Johnny wondered how did Peter recognized her and Peter explained he just did. As trio continued to talk, the trio saw Lana at her locker; Peter decided to talk to her. As a security measure, Peter had the two stay close to him in case Lori used her explosive powers.

Peter walked up to Lana and introduced himself, but Lana didn't want to be bothered as she believed Peter wanted to see can the new girl put out. Peter denies the accusation and explains he only wanted to extend his friendship to a new classmate, but Lana didn't believe it and started to walk off. Tired of theatrics, Peter identified her as a Bombshell and that's when Lana had Peter's complete attention.

Lana wondered how did Peter even know. Peter made an excuse, saying he saw her during one of her robberies. Lana still wondered how was she recognized and Peter explained her foul mouth habits gave it away. Lana then begged Peter not to tell anyone about it. Peter didn't promise Lori anything and was quick to ask how was she out of jail. She explained that the courts deemed her mom was at fault, being a criminal influence and she was given custody to her sardine-smelling grandmother. Peter wondered was it the truth, that her mom's criminal influence caused her to do bad things, but Lana didn't know herself. He then wondered does she intend to blow up the school and Lana insisted that she's here to figure things out. She asked Peter again not to tell anyone of her criminal history and Peter agreed. Shortly after, Peter went to see MJ.

Peter found MJ at the school's computer lab, looking over the Bugle's latest edition over Spider-Man. Peter was stunned that JJ published an article that exonerated Spider-Man over the crimes the Chameleon Twins committed. Peter asked MJ did the article gave away his secret identity, but to his surprise, it didn't. However, MJ informs him that the article says JJ knows who Spider-Man is and proud of himself for not going public. Peter was stunned that JJ kept his silence as he was sure JJ would expose Spider-Man. To MJ's surprise, Peter confirmed that article accurately depicts the events that occurred that night. As two debated the possible eventuality of his identity exposed, Peter took the chance to apologize for recent events.

MJ assured Peter that things with fake-Peter wasn't his fault and that she's not mad at him either. Switching subjects, MJ wondered did Peter talked to Gwen yet and Peter said he's talking to people affected by recent events in a personal order: who will be nicest to him. MJ reminded Peter that Gwen took things the hardest. Peter mentioned Johnny thought MJ would take it the hardest and she confirmed she did. Peter apologized again and wondered did his fake-self simply hit on her. Mustering all her courage, she explained to Peter that she thinks Chameleon only took advantage of her because he could sense how much she was in love with him. Peter could only respond with "Oh".

MJ assured nothing happen between her and Chameleon. As she packed her things, MJ told Peter she knew something was off. She blamed herself for being so easy to accept the false reality of things. With nothing left to say, MJ wanted to excuse herself to save herself from further embarrassment. Peter wanted to say something, but MJ told Peter to find Gwen, his girlfriend. MJ left the lab with thoughts heavy on Peter.

After school, Peter decided it's time to face Gwen. When he got home, he called out for Gwen and loudly apologized before even seeing her in person. Unfortunately, he found Aunt May in Gwen's room, holding her note, telling Peter she left.[103]

Danver's Dilemma & Solution

One day heading to school, Spider-Man accidentally bumped into the Ringer as he robbed a jewelry store. Ringer was upset and demanded to know how did Spider-Man knew about his whereabouts, but Peter explained it was coincidental. Peter tried to evade Ringer's attacks, but he was tied down by several rings. To avoid getting hurt, Peter managed to hide behind a car as he tried to free himself. As he tried to free himself, the nearby public has returned to their hateful ways as they believed he committed those recent robberies committed by Chameleon. After freeing himself, Peter threw a right-cross that knocked out Ringer. The Ringer was defeated and tied to lamp-post for the authorities to arrest, but it drew the attention of SHIELD Agent Danvers once again.

Unknown to Peter, Danvers had a meeting with the Ultimates in regards to Peter's most recent heroics. According to Danvers, The Ringer's robbery (approximately $11K) pales in comparison to the public property damage Spider-Man had caused ($2.7 million) to apprehend him. While she understands his good intentions, he's considered a severe inconvenience on her part. Unsure what to do with Peter, she thought she get some advice from Iron Man, Thor, and Captain America. The three also recently had run-ins with Peter and they gave their assessment:

Iron Man wanted to take Peter under his wing because Peter recently saved him from Whiplash. Whiplash had recently attacked Tony (without his armor) after he donated his earlier armors to the Hall of Science. Peter theorized that Tony's Mark-9 armor had unique shielding properties of resisting Whiplash's attack. Peter defeated Whiplash by using the Mark-9 armor to cause a violent rebound against Whiplash's plasma whips and successfully disabled him. Tony praised Peter for his intelligence and courage.

Captain America opposed against Spider-Man when he sloppily intervened and got in his way while attempting to stop A.I.M. thieves from a high-tech theft. While "helping" Captain America against the AIM thieves, Peter carelessly deflected gunfire that nearly killed him, civilians, and inadvertently caused secondary explosions that worsened their situation. While ultimately they were victorious, Capt America felt Peter is too young, inexperienced, and a danger to the public.

Thor appreciated Peter's courage after recently taking on Xandu. A Warlock named Xandu found an Asgardian object of great power at a local museum, the Lost Eye of Avalon. Xandu used the object and transformed himself into a Mangog (a Hulk-like creature) and fought Peter. Barely minutes into the fight, with Peter thrown to the side of a bus, Thor arrived and defeated him. Thor complemented on Peter's bravery and humor. Raised in a culture where children learn to fight at an early age, he also petitioned for Peter to receive training and guidance to help make him a greater warrior. In a 2 out of 3 support for Peter to be trained, Carol made her decision.

Some time later, walking back home, Peter, Bobby, and Johnny spotted black vans all parked in front of their house. Johnny deduced it was SHIELD agents after them. Johnny suggested they avoid the agents until the coast is clear, but Peter decided to face them as he was concerned with Aunt May's wellbeing. Inside, a gathering of agents along with Carol Danvers waited for Peter with a unusual warm welcoming. After sitting Peter down, Danvers explained she had a problem with him and resolved the matter with Aunt May: Superhero Training.

Danvers explained that Peter's recent career as a superhero earned a very bad grade. She explained that she had to make a choice, either to detain him and hold him responsible for all the trouble he's caused or receive special training. To Peter's surprise, with Aunt May's blessing and delight, he's going to after-school training until Danvers feel he's ready. She also reminded him this is an order, not a request. Danvers explained various people of the super hero community will take Peter on guided assignments to help him reach his full potential as both a person and a hero. Much to Peter's dismay, Danvers congratulated Peter on going to super hero school.[104]

Gwen's Return & Break-up

It's been a day or two and Peter continues to worry over Gwen. At the school cafeteria, Bobby and Johnny joined Peter for lunch, but found him bumming, waiting for Gwen to call. The duo tried to give Peter some comfort, assuring him that Gwen is a strong person and will be okay. Still worried, Peter felt he should be swinging around the city to find her, but Johnny pointed out that even if she was found, Gwen might not wish to come back and that she'll contact him when she's ready. To make light of the situation, Johnny pointed out to Peter that she also suffers the uncomfortable tension of living with someone famous as him. Just as Johnny "cursed" his girl-magnetizing-fame, Lana "Bombshell" Baumgartner stood before them, asking to join them for lunch.

Peter welcomed her and introduced the boys to Lana as the two could only stare in shock. As Lana tried to eat her burger, she couldn't help notice the boys staring at her with their jaws opened. Lana nervously asked did Peter told them about her and they confirmed her worst fears. Lana pleaded with the trio to not say anything as she's just trying to live a normal life, but Peter assured her that nobody wants to hurt her. The trio comforted her by assuring their secrecy, but the situation left Lana feeling apprehensive as Bobby was quick to ask her out.[105]

After school, the trio were walking home together, talking about girls. Bobby thought his odds of getting a girl would be higher if the ladies knew he was Iceman while making some ice cubes in their drink as an icebreaker. Johnny and Peter couldn't believe Bobby would use such a pun. Johnny then started joking about ice introductory puns Bobby could use. Bobby mocked back by mentioning how Johnny tried to impress a girl on the Ultimates with "Is it hot in here or is it just me?" and then flamed on cue; Johnny was quite pleased with his delivery. Just then, the trio overheard a commotion with their neighbor.

The trio was baffled as they overheard the neighbor's wife exclaiming that she's leaving due to the fact she saw Iron Man. The husband tried to reason with the wife as Iron Man merely dropped by to ask for directions, but she wouldn't hear it as she packed the car. Peter was suspicious that Iron Man would arrive at Queens, but Johnny tried to calm the situation, reasoning it doesn't mean Iron Man came for him. While entering the door, the trio got another surprise, Gwen is home.

While the boys were happy to see Gwen back, Aunt May was screaming over the phone with SHIELD agents, trying to directly speak with Carol Danvers. Peter wanted to know what happened and Aunt May explained that Iron Man showed up at their front lawn and asked for Peter without discretion. Peter was confused as to why Iron Man would appear and to his surprise, Iron Man was his assigned teacher. As Aunt May continued to vent her frustration against SHIELD, Peter checked with Gwen and she confirmed that she's back and staying; however, Gwen had more to say and wanted to move the conversation upstairs.

At Gwen's room, Peter was quick to confess his feelings. He said it killed him that she left and that he was afraid of her reaction while trying to bring up the courage to talk to her; however, her leaving was the worst. Gwen stopped Peter and told him she's not mad at him, but they're broken-up; Peter's face could only be still with surprise. Gwen explained that she loves him, but she feels they can't be dating. Gwen is confident that she forced Peter into dating her. Peter tried to reason its not true, but cut him off and continued explaining she wants to go back as best friends. Gwen suggested a verbal contract: While she's adjusting to their break-up, Peter can't date MJ in front of her, only after she is dating someone else that he's allowed to do whatever he wants. Peter reasoned that she never forced him into dating her, but Gwen insisted she did. Peter explains that he's ready to concede to everything else, but he wanted to make it clear that he dated her because he liked her. Peter explained that he thinks Gwen is hot and awesome, the true reasons why they dated. Gwen was touched as Peter never called her hot, but Peter always presumed she knew that.

Ironically and to Peter's surprise, that comment made Gwen reconsider dating him. However, Gwen still believes its better for them to remain as friends. She's confused over her own personal feelings for Peter due to the exciting life the house brings to her; she's not clear does she love-love Peter or just love him. Peter asked one more time if they're broken-up or not and Gwen believes this has to be. Peter accepted the situation, he told her that he's just glad she's back and not even annoyed about the presumptuousness of the conversation, something Gwen had hoped for. As the two hugged, Peter got a call from Tony Stark and Peter walked off to his room.

Tony wanted to make sure Peter believed its really him as he thought it would be a prank call himself, but Peter believed it is really Tony. As Peter headed up the attic to switch to his Spider-Man gear, Tony asked Peter to meet him at Stark HQ. Tony then asked Peter to apologize to Aunt May, but Peter believed she won't forgive him. Tony suggested buying her a car, but Peter knew Aunt May wouldn't take it. He then suggested a muffin basket and the two agreed to get her Crumbs cupcakes. Peter was still curious over the reason he was summoned and Tony explained it is to start his super-hero training. Peter then left Queens to meet Tony. As Peter swung close to Stark HQ, he wondered who was going to teach Tony Stark.[106]

Ultimate Training & Battle for Zodiac Key

At Stark's HQ, Iron-Man received Spider-Man at the roof-top. Peter couldn't hold his excitement over Tony's new armor; Tony pointed out its due to his nerdy enthusiasm, a compliment to Peter. Ready to train, Tony told Peter to try to defeat him in combat; Peter felt it didn't make sense to use his bare hands to hit Tony's armor and quickly realized Tony never had a training plan to start with.

To Peter's surprise, despite Tony's intelligence, he admitted he couldn't think of anything to train Peter; Tony admitted his girlfriend made him do this. Tony explained when he gets older, he'll realize there are things he'll do simply because a girl asked him to do so. Curious who was his girlfriend, Peter tried to find out who was Tony's girlfriend. Tony tried to drop the subject, telling Peter not to worry about; however, Peter figured it out: it was Carol Danvers.

Peter pointed out that even him, a 15 yr old, knows that it's a bad idea to date Danvers. He warned Tony not to date someone he closely works with as it would haunt him back. Tony became defensive. He asked Peter, "Do you really think you invented the idea of not pooping where you eat?" Peter answered, "I believe I invented the idea of putting it much nicer than that." Switching back to superhero training, Peter questioned Tony with profundity that Tony has nothing to teach him; Tony explained that when he voted, he thought Peter was just fine.

Tony's mention of the vote made Peter inquire more. Tony briefly explained about the vote; Peter realized there were other superheroes that considered him a "bad" superhero. Tony explained it could've been worse since Captain America wanted him jailed; Peter was surprised that Captain America wanted him confined. The duo then took their conversation inside Tony's sanctum.

To Peter's amazement, it's a large collection of Iron Man armors that Tony created over the years. Peter wondered could he have one, but without 700 million dollars, Tony wouldn't part one, let alone allow Peter to touch them. Peter thanked Tony for giving a tour of his sanctum; however, the conversation quickly changed back about the super heroes' disliking of him.

Peter wondered why the super heroes hate him, but Tony explained it's not hate, but they think he's a spaz. Peter was shocked to know Capt America thinks he's a spaz, but Tony related to Peter as Capt America doesn't think highly of him either. Tony then showed Peter his holographic A.I. interface: Jarvis. Suddenly, Jarvis alerted a mysterious energy spike at the SoHo district (Black Cat's misuse of the Zodiac Key).

As Tony continued to analyze live data over the developing situation, Peter felt they should check it out; however, Tony felt it would be prudent to understand the situation before rushing in. Seconds later, Jarvis reported an alpha level energy surge in progress; Tony decided it's time for the duo to sortie. Not long, Spider-Man and Iron Man arrived at the scene.

The duo found Black Cat about to hand an ancient artifact (the Zodiac Key) to Mysterio. Peter tried to warn Felicia not to hand over the relic, but it was too late. Mysterio had the relic and activated its power to fire upon the duo. [107] Iron-Man deployed a defense shield to repel the blast and the duo survived the first attack.

Peter then suggested a double-team attack, but Tony couldn't as his armor is drained of all power. Tony explained that his armor's system was designed to divert all available power to stop an attack, but the relic's energy was beyond his expectations. Concerned over the relic's power, he warned Peter to run, but he took action instead. Spider-Man double-kicked Mysterio to the floor and sarcastically told Mysterio someone just kicked him twice. Peter then asked for any friendly advice before he web down everyone, but Mysterio retaliated by firing a beam at their direction. He aimed for Black Cat, but she evaded while Iron-Man took the shot. The blast was so powerful that Iron-Man's armor was destroyed in battle.
Antonio Stark (Earth-1610) from Ultimate Spider-Man Vol 1 154 0001

Iron Man armor destroyed in battle

Taking advantage of the temporary distractions, Peter used his webbing to yank it out of Mysterio's hands. Not willing to see a second life-threatening blast from the relic, Felicia tried to convince Peter to release the relic or it might risk their lives and the potentially wipe out the city, but Peter pointed out if he let go of the relic, Mysterio would have it. Felicia pleaded with Peter to put the relic down as the slightest thought can bring destruction, but Peter sarcastically questioned the threat if he thought about the Stay Puft Marshmallow Man (ref to Ghostbusters I). During this time, Mysterio held Peter at gunpoint (to his head) and also agreed with Felicia's words for different reasons. Peter mocked Mysterio that he's just jealous for not having a real head.

Mysterio was enraged and demanded the relic back. The three (Spider-Man, Mysterio, and Black Cat) battled each other for the relic, but Peter knocked out both of them to the ground. As Black Cat and Mysterio was recovering, Peter pointed out it was great to see Felicia alive as disappointing to the headless doofus, Peter's new nickname for Mysterio. Peter then demanded to know what are the two doing, leveling SoHo and hurting Iron Man with the relic. In Peter's momentary anger, he accidentally created a tornado with the relic.

Horrified what he almost did, he dropped the relic as he tried to figured out what happened. It was then that Felicia explained the relic is called the Zodiac Key, it belonged to the Kingpin. Mysterio interjected by pointing his gun at Felicia and Peter, threatening to kill them both if they don't get away from the Zodiac Key. However, Felicia doubted and dared him to shoot. The three instead ended up in another free-for-all battle, with Mysterio nearly the victor until Tony jumped him from behind.

Tony wrestled Mysterio to the ground and smashed his head (his repulsors and boosters still worked), revealing Mysterio was a remote controlled robot. Tony confirmed his suspicions, he explained to Peter that Mysterio was using a piece of solendeerie-tech. He pointed to Peter that Mysterio walked around with a smoking head, suggesting high-tech special effects; however, Peter thought Mysterio was a mutant, but he was really a robot puppet with advanced virtual effects. Peter wondered if Tony could track the tech down, but couldn't because his armor was destroyed. Tony then turned his attention to the Zodiac Key.

As Tony went to fetch the key, Felicia warned him not to touch it. Peter stood on the side as Tony briefed Felicia he has seven doctorates and knows something about not touching powerful alien artifacts. Not sure who was Tony talking to, Peter introduced Tony to Black Cat. He wondered if she was single, but Peter said he doesn't follow her status on Facebook.

Felicia explained that she tried to keep the key away from Mysterio and wanted to reverse the world affected during Kingpin's reign; it became obvious to Tony and Peter that her honest intentions failed. Tony decided to take the key for research and have SHIELD dispatch relief effort to help the people. As Tony was about to fly away, he mentioned how much he wanted to have Peter work for him when he's ready.

With Tony gone, Felicia apologized for the trouble, but Peter felt she was a nuisance. She pointed out at least Mysterio didn't get his hands on they key, but he just wanted Felicia to stop talking. Peter then began helping out the people, providing relief effort and had Felicia join in. Stressed from the night, he later left back to Queens and reflected things over MJ's roof.

MJ herself found him outside her window. She wanted to know what's wrong, but all Peter could do was apologize. MJ was worried if he was alright and Peter explained he had a difficult night. MJ then invited Peter inside to talk about things.[108]

Getting Fired & Making a Deal with JJ

At the Burger Frog, Peter was fired from his job. Peter tried to reason with his boss over his job, but after being missing for two days (due to heroics), his boss wouldn't hear it. His boss couldn't fathom what would keep Peter away from work, but Peter couldn't explain that he was being Spider-Man and teamed up with Iron Man to prevent a catastrophe. Just then, J. Jonah Jameson called him out of the blue for a meeting. As Spider-Man swung through the city, Peter thought over his situation with JJ.

Ever since JJ knew about his identity, Peter had hoped his exposed identity to JJ would go away. However, he knew he was fooling himself. The most surprised thing though is that JJ not only kept his secret, but also become a defender of Peter's deeds in the papers. Half of him thinks whatever JJ plan to say can't be any worse than recent events, but the other part of him thinks it could escalate even further.

While waiting for JJ at the Bugle, Peter took time to reflect how much he loved being part of the Bugle and never realized how great of a job he didn't have anymore. After a brief encounter with a busy Ben Urich, JJ waved Peter down into his office. It was time to face to face JJ.

Inside JJ's office, he wanted Peter to guess why he called him in (as if he didn't know). Rather than guessing, JJ wanted Peter to be straight-up and he nervously wondered why would JJ want him to guess. JJ explained he was curious about Peter's thoughts about him. While not completely sure, Peter told JJ that he's a very complicated person; JJ thought it was a good answer. JJ then told Peter the true nature of their meeting: to talk about the kidnapping incident with the Chameleons.

JJ said he should be dead. He revealed his head injury and told Peter the doctor said 3 cms to the left of his temple would've killed him for sure. JJ believes there's something between him and Peter (possibly fate and/or destiny). Peter baffles JJ as he has been in the center of NY all his life; he as he met scum and royalty in between, but nothing like Peter. JJ then confirmed Peter's identity as Spider Man; Peter could only react with anxiety, holding his school bag tight (also holding his costume).

On the subject of Spider-Man, he assured Peter he wasn't going to out him. He mentioned his temptation of exposing Peter's identity; he could've garnered vast wealth and popularity by doing so, but after some deep thought, he rather cut off his own hand before exposing him (much to Peter's gratitude); however, JJ felt it's not enough for Peter. JJ felt he still wasn't doing enough for Peter and offered him a single wish, but Peter didn't want anything. After JJ insisted, Peter asked for his old job back, as the web programmer for the Bugle.

Peter explained he needed to save money for college tuition. JJ asked why is Peter going to college; Peter simply answered he wanted to. JJ re-asked his reasons for going to college with all his abilities; college would be unnecessary. Peter explained that superhero life will never pay his bills and having extra abilities doesn't omit the point of college. JJ then agreed to pay for his college, the whole thing, but Peter was against it.

To JJ's surprise, Peter doesn't want any special treatment, only to pay his way into college. JJ still had trouble understanding why Peter would earn his way into college instead of taking a gift lump-sum; JJ had to reiterate that he never met anyone like Peter in his entire life. With all that's said, JJ agreed to give Peter his job back, but he'll have a pay raise and private scholarship in his name. With or without Peter's approval, he figured if Peter managed to survive to college, he would've earned it.

Peter felt the matter was over-complicated as he only wanted a job, but JJ felt he needs to be a part of Peter's life; he feels what he's doing isn't enough. Since JJ felt it wasn't enough, Peter suggested JJ to allow him to continue having a job even if he's absent (due to heroics) and JJ accepted. Building on what they talked about, JJ renewed the arrangement: he'll let Peter do whatever he wants in exchange for a Spider-Man exclusive. Peter now feels comfortable, seeing the old opportunistic nature of JJ. However, Peter didn't want to be on his payroll as a informant; however, JJ assured him it's a mutual beneficial exchange. Finally reaching a level of mutual understanding, JJ welcomed Peter back to the Daily Bugle with a handshake. Peter felt apprehensive about it, but ultimately took the arrangement with optimism. Being back to JJ's old-self, he kicked Peter out of his office to focus on the Bugle's operations.

Kitty's Return & Back with MJ on Birthday

While web-slinging across the city, Peter saw Shroud (Kitty) fighting a group of roller-blading bank robbers; Peter decided to intervene and assist. He swung in and helped capture the robbers in a web netting. Peter quickly turned to Kitty. Before he can say anything, she had begun phasing down to the sewers. Peter pleaded with Kitty and reminded her that they're friends. She stopped and switched back to her civilian clothes to talk.

Strolling across Queens, Kitty and Peter finally talked about the last events they shared: the night she went on a rampage. Kitty explained she freaked out, but she didn't want Peter to make fun of her situation, however, Peter assured her he's not. Kitty continues and admits she's confused in what to do in a mutant-hating world; however, Peter doesn't believe the entire world hates mutants; Kitty believes enough of the world does.

Kitty wonders her next move as she's on the run, but Peter decided to switch subject about her new look. Kitty thought she's a Goth cliché, but Peter likes it. Peter then reminded Kitty how they kicked ass and she's getting stronger. Kitty thought it was a highlight being mad at the world: there's always someone looking for a beating and someone to take it out on. Peter was glad she haven't gone bad. Kitty felt defensive about Peter's words; Peter explained he was glad she didn't turn evil; Kitty reasoned she's not crazy, only rightfully mad. Peter agreed to her right to be mad, but not her anger directed at him nor their friends.

As the two walked up to the Parker household, Peter asked about Kong. Kitty explained he bailed on her and currently in Wisconsin. Peter thought it was a shame as he liked Kong. Peter then expressed his relief to Kitty that she's okay, but she said she's not; she feels she's only here. Peter thought Kitty being here is good and suggested Kitty to join them for dinner as everyone will be relieved to see her, but Kitty felt it would be painful to do so; Peter smiled and assured her it wouldn't. As the two walked in, Kitty wanted to know what's going on in Peter's life and he told her it's a long ten-year long story to explain. Just then, the lights flipped on and surprised Peter; it's a birthday party for Peter.

Ultimate Spider-Man Vol 1 155 Page 30

Peter celebrates his 16th Birthday.

Aunt May, Ben Grimm, Susan Storm, Johnny, Bobby, Gwen, and MJ greeted Peter with a party balloons and a Happy 16th Birthday-banner to the unsuspecting birthday boy. Aunt May was surprised Peter didn't realize it was his birthday, but Peter explained he didn't know the current date. As everyone shared their relief to see Kitty back and Peter getting hugs from everyone, Peter noticed MJ looking at him. Peter excused himself to get a private moment with MJ.

Web-Shooters from Ultimate Spider-Man Vol 1 156 0001

Tony Stark's redesigned Web-Shooters; a birthday gift for Peter.

MJ talked about Kitty. Even though Peter explained Kitty just showed up, MJ wished them both happiness; a misunderstanding. Before Peter could explain anymore, MJ brought out Peter's present. Peter thought it was from MJ, but to his surprise, she said it's from Tony Stark. MJ explained Aunt May knew he idolizes Stark and had the temerity to invite Stark to his birthday party; however, he wasn't able to attend. To make it up to Peter, Stark presented Peter with Stark-developed web-shooters; Peter was very pleased.

MJ then mentioned about the other night. To MJ's surprise, Peter quickly confessed his love for her. He explains that after all the insanity he experienced the past year, none of it matters as soon as he sees her. For some reason, MJ kept thinking Peter was involved with Kitty; Peter had MJ focus and listen to him that he's going to earn her back. To Peter's surprise, MJ accepted Peter just like that. The two then put each other's foreheads together and Peter apologize for his insane life. MJ felt he didn't to apologize, but Peter said he like to randomly apologize for things (a trait MJ finds cute). Wondering what they're going to do next, Peter kissed MJ. MJ then said "Happy birthday Tiger." Peter wondered about the Tiger nickname; MJ simply reasoned she liked calling him Tiger and the two made-out. [109]

Death of Spider-Man

Captain America's Lecture & The Sinister Six Returns

Ultimate Spider-Man Vol 1 150 Textless

The world of Spider-Man.

Some time later, at a diner, Peter updated MJ with recent events. After telling MJ his arrangement with JJ, she couldn't believe it and Peter confirmed it after a second review. MJ wondered if Peter trust JJ, but Peter explained it wasn't a choice; however, there is merit to believe in JJ as he had ample opportunity to expose him. Just then, Peter realized MJ was just looking at him and he wondered what was going on; MJ exclaimed she's very happy they're together again.

MJ didn't believe they could be back together and Peter couldn't think of a reason why they broken up in the first place. MJ reasons it was probably due to his stressful double-life, but Peter had another theory. Unexpectedly, Peter's cell phone rang with an usual number (212-000-0000); the couple thought it was a telemarketer and debated about answering it. Peter decided to pick up the call and MJ encouraged him to fake-reply as Johnny Storm. Peter answered the phone and the caller told him to look out the window, it was Captain America.

Rogers told Peter to suit up for boot camp in 15-mins at the Forest Hills cemetery. While MJ was clueless who it was, Peter was just surprised with amazement. MJ finally realized who it was, but wanted to confirm it with Peter; he confirmed it was Captain America without his costume and had come to give him a hard time. MJ was just amazed and wanted to know more about it.

Peter had forgotten to tell MJ about his super hero training, however, MJ figured it out it was his special training. Peter was surprised MJ knew, but Gwen had told MJ about it earlier. Peter felt guilty leaving MJ, but he had to go; MJ understood and wasn't upset. The couple bid each other farewell with loving words and a kiss, now onwards to meet Rogers. Meanwhile, other things are brewing.

Unknown to Peter, there's been two major events unfolding as he heads to the cemetery. There's been a conspiracy occurring within SHIELD: Carol Danvers is suspected of manipulating SHIELD for her own personal agenda and both the Avengers and the Ultimates are at war with each other. At the same time, it was discovered that Osborn survived the last battle with Spider-Man and had been held confined under the Triskelion ever-since.

At the cemetery, Peter just made it and joked being here is the reason he doesn't date Goth girls. However, Rogers wanted Peter to stop talking and observe the grave stones around him. Rogers then made a critical lecture about responsibility and Peter's choices: "Life and Death. I don't think you've considered it in a real way. And if you have, I see no evidence of it. You need to know soldiers like you, have faced life and death for this country since before there was this country. And I know you may not see yourself as a soldier, but you are. You wear a uniform and you fight. But, and this drives me insane, you don't fight smart and you don't fight like your life depends on it. You don't fight like the lives of others depend on it. You act like a teenager who doesn't think his day will ever come. And that, I'm sorry, makes you a fool. Now this next part, you're not going to be too happy to hear..." Peter was surprised that Rogers had something more insulting to say. Rogers continued, "Carol Danvers came to the Ultimates and asked us what we thought she should do with you. Iron Man and Thor gave you the thumbs up. I did not. I said you should be benched. I was outvoted. That's why we're here. To teach you. To train you. Because there's two ways to run into a burning building. Two ways to fight a maniac who won't lie down... Two ways... One is smart and courageous, and one is immature and foolish. Because...we're all going to end up here eventually. And it is your responsibility to make sure--and listen, this is the most important thing I can tell you... No matter what you-" Just then, Rogers was interrupted by a priority call from SHIELD: There's a security break at the Triskelion (the Sinister Six) and Fury's black ops team (the Avengers) has gone rogue in the city.

Rogers decided to cut their session short as SHIELD had given him orders to intercept the Avengers and not include Spider-Man into the mix. Peter wanted to know what was going on and accompany Rogers, but the Captain was against it and reasoned that he's not ready (despite his achievements) and there will be other chances. Irritated that he was left behind, Peter decided to trail Rogers to the Queensborough Bridge (an apparent favorite location for heroes and villains to battle).

At the Queensborough Bridge, Peter can only witness the spectacular battle nearby. As Peter observed the situation, MJ called. She asked to see if Peter saw the news, however, he believed he's watching it as they speak, but it was something far more personal and menacing: Norman Osborn is alive. MJ told Peter that Osborn and several villains escaped confinement, but Peter thought it wasn't possible since Osborn is dead. However, MJ confirmed it with the Daily Bugle that Osborn, Octavius, Kraven, Sandman, Vulture, and Electro (the renewed Sinister Six) had all escaped from SHIELD; MJ warned Peter that his life is in danger and that he has to find Aunt May and Gwen before Osborn does. [110]

Looking for Osborn & Ultimate Sacrifice

As Peter swings for home, he couldn't help feel conflicted about leaving the battle between the Ultimates and Avengers. However, he reminded himself that Captain America didn't want him involved. Now with his thoughts on Osborn's return, Peter was shocked and confused in his next move against Osborn as well as his urgency to warn his family and friends.

At home, Peter (still in costume) surprised both Gwen and Aunt May as he rushed into the living room. He quickly told the two to take whatever they can and drive out of the city. Still confused, Peter explained that Osborn is alive. Aunt May was confused as she thought Osborn was dead, but Peter explained he's alive and was on the news with all the previous villains he had taken down before. The most damning thing was that they all know Spider-Man is Peter Parker and they know where he lives.

Aunt May and Gwen began scrambling to pack; Gwen couldn't resist reminding Peter in frustration that she warned him this would happen (possibly related to the Carnage home invasion incident). Peter apologetically acknowledged Gwen's prophecy and told them he'll contact them when it's safe to return. Aunt May was worried about Bobby and Johnny, but Gwen reminded her that they're Iceman and Human Torch; they can handle themselves. For security, Peter wanted Gwen to text them to keep them in the loop.

The conversation was cut short when Aunt May interrupted the conversation to insist Peter to leave with them, but Peter was insistent to stay to help. Aunt May didn't want Peter to go, but he was insistent in this matter and they hugged before Peter telling her to go. Gwen also gave Peter a big hug, reminding him to kick Osborn's ass without doing anything fancy before they departed.

As Spider-Man swung towards the city, MJ suddenly called to tell Peter about Osborn. MJ told Peter she found him and he mistakenly thought Osborn was at her home, but she explained that Osborn is in the middle of Midtown and just killed Octavius on TV. Peter couldn't believe it, but MJ confirmed that it's all on TV. Peter had hoped the news mentioned the location of the fight, but didn't and had to search for himself.

Later at Midtown, Peter managed to find the area that Osborn was spotted. He was shocked at the devastation and Octavius' lifeless body on the floor. Osborn had incinerated Octavius's head. As he surveyed the area, a spectator told him a Hulk-like berserker caused this. Curious for more leads, Peter asked if anyone see where Osborn came from and they directed him upwards, to a nearby condo.

At the condo, Peter found signs of a struggle, but nobody was home. In his mind, Peter resolute to stop Osborn for the damage he had caused. Unable to find anyone inside the apartment, Peter realized the remains of the Sinister Six already left as they're crazy, but not stupid. Peter then caught the on-going battle at the Queensborough Bridge on TV; he couldn't stay long as he heard the authorities coming and didn't want to risk implication and left.

Still worried about the battle between the Ultimates and Avengers, Peter decided to head back to the Queensborough Bridge to observe. Just as he swung around the bridge, Peter spotted Punisher aiming his sniper rifle at Captain America. Not willing to see Cap die, Peter charged in to push Cap away, but got shot in the process; Peter suffered a exit wound through his left flank kidney. [111] [112]

Surviving & Sinister Six Showdown

Due to his injury, Peter temporarily lost consciousness while on the ground. When he woke up, he realized he had been shot. Cap and Fury had stopped their fight to look after Peter. Cap reassured Peter, saying it was a clean shot and he'll be fine as he's going to administer first aid and a medical crew is coming. Fury angrily demanded answers from Punisher and he explained that he was originally aiming for Cap's kneecaps, but Peter jumped into the shot. Feeling guilty over the matter, Punisher offered his experience in combat medical aid; before Fury and Punisher could do anything, a squad of SHIELD agents had parachuted down the bridge to arrest the Avengers. Filled with remorse, Frank begged the agents to "punish" him for shooting an innocent kid; the agents merely knocked him out to be arrested.

Meanwhile, Captain America continues to tend over Peter and reminded him not to get involved. Weakened from the injury, Peter asked Cap to not give him a hard time as he's not feeling well. Peter then wondered why Cap didn't help others in the midst of the chaos, however, Cap assures Peter that SHIELD has the area contained and have him continue to apply pressure to his wound until he gets to a hospital.

Peter felt he made things worse and felt he was an idiot in the whole situation. However, Cap commended him (while carrying Peter) for taking a bullet for him without a second thought, stating that when he grows up, Peter will be the best out of all of them. Just then, War Machine arrived and blows up a section of the bridge; causing everyone to fall into the East River, but Spider-Man managed to cling onto the bridge. As he climbed upwards, he reflected the whole situation is a nightmare. Back on top of the bridge, Peter wanted the situation over before losing consciousness again.[113]

Peter later regained consciousness. Using what's left of his strength, he mentally blamed the radioactive spider that bitten him for ruining his life; he wanted his spider abilities to at least get him to a hospital. He then sarcastically thanked the other heroes for leaving him behind because they thought he was dead and that he's in severe pain. Wanting to think better of the heroes, he presumed everyone was busy and that Cap didn't leave him here to die. While much internal debate, Peter decided to risk exposing his identity to get hospital medical aid. Unable to travel with a open bullet-wound, Peter used his webbing to stop-gap the bleeding. Just as he was about to head to a hospital, he saw the remaining members of the Sinister Six head towards Queens; going to his house. Despite his critical wound, he decided to go after them.

Using Kraven's enhanced scent-tracking abilities, Osborn and his group found the Parker residence. However, instead of finding Peter, they're met by Johnny and Bobby (just coming home to their dates); to their surprise, the Sinister Six had to face the Human Torch and Iceman. Johnny managed to overpower Norman, however, Sandman intervened and completely engulfed Johnny in sand, snuffing out his flame. Iceman tried to help Johnny, but was blown away by Electro. Just as they're about to charge into Peter's house, they spot him down the street, unmasked. Vulture then charged at Peter, blaming him for ruining his life; Peter quickly took out Vulture by webbing him in the face and swung him away. In his weakened and feverish state, Peter wanted to know who was next to face him. [114]

Due to Johnny's and Bobby's earlier battle, Osborn is temporarily out of commission; only Kraven, Electro, and Sandman are left standing. Unfortunately, the battle also knocked-out Johnny and Bobby; Peter is alone in his battle. Peter tried to stall time by trying to scare the remaining villains that the Ultimates are on their way. Unfortunately, they quickly saw through his lie. The three launched a simultaneous attack, with Kraven shooting, Electro firing his electrical bolts, and Sandman's launching sand. Using his combat experience with these three, Peter quickly kicked out a fire-hydrant and splashed all three with water.

The water shorted out Electro and due to Sandman's and Kraven's close proximity, all three were taken out all at once. Electro is now un-powered and naked, Peter used the last of his strength to web Electro (web-line on his chest) and pulled him in to punch him out. Peter was exhausted and had nothing left in him to fight. While recovering, he noticed that a crowd of his neighbors has gathered around him in the street. Some of them are even recording him on their cellphones; he asked them to call the police and an ambulance. Just then, a little boy warned Peter of imminent danger.

Peter couldn't catch a break, Sandman recovered and tried to envelope Peter in his sand. Trapped inside Sandman's contained sandstorm, Peter managed to pull himself out of the sand while coughing out excess sand in his mouth. Even though he escaped, he's now blinded from the sand and before he could get his bearings, Vulture also recovered and swooped in to hit Peter's left-thigh; he bounced off a car and crashed onto a neighbor's lawn, next to the unconscious Green Goblin. Vulture then told Peter to "Catch!!" as he threw two hand-grenades at Peter. Unfortunately, Peter had forgotten Vulture's use of explosives and thought hidden grenades is practically cheating. Still aware there are civilians nearby, Peter told everyone to run as he tried to contain the explosives with his webbing; the explosive yield was too great to hold and blew Peter several feet across the lawn. Still alive, Peter suffered a burn to his back with his suit damaged from the explosion; it was not the end of his troubles.

Both Sandman and Vulture continued to attack Peter. Sandman formed a giant hand and knocked him into a mailbox, but Peter managed to pull himself up. While leaning on a nearby car, he wondered where are the police and X-Men, even the Teen Titans when he needed help. It was then a neighbor of Aunt May's tried to help Peter, but Sandman charged at Peter. In a unusual save, Electro shocked Sandman to prevent him from killing Peter. Electro only "saved" Peter so he can personally kill Peter himself. Although Sandman didn't appreciate the attack, both he and Vulture allowed Electro to finish off Spider-Man.

Electro wanted to savor the kill; he wanted to see Peter's face as he dies. Peter then said, "Electro, I always meant to tell you... You were my greatest adversary and it was an honor to battle you. Oh wait. That wasn't you. I barely ever gave you a second's thought." Electro hoped Peter enjoyed that sarcastic remark as he's about to die, however, Electro unexpectedly got shot in the chest. Electro suffered a total of three gunshots in the chest and he overloaded again, electrocuting and taking out both Vulture and Sandman. To Peter's surprise, the shooter was Aunt May (she carried a revolver since Venom's reappearance). Both she and Gwen came back for Peter (after a neighbor called and warned her that Peter was getting killed).

Aunt May was shocked that she shot someone, but Gwen thought it was awesome. Peter realized Aunt May was in shock and tried to calm her down. Peter tried to tell her that Electro was still alive, but his injuries were taking its toll. Aunt May wanted know what happened to him and Peter explained he'd been shot; Aunt May cried out for an ambulance, but the neighbors already assured her they did. In the meantime, Gwen confirmed that both Johnny and Bobby are still alive.

Even though help was called, Aunt May asked for any bystanding doctor as Peter collapse onto Aunt May. While resting in her arms and kneeling on the floor, he apologized to her because it's not the life she wanted; Aunt May called him a "crazy boy." Even in his exhausted state, he was still able to joke he was a "cute crazy boy." It was then Green Goblin finally recovered and confronted Peter. [115]

Final Confrontation with Osborn & Redemption in Death

Peter quickly reacted and grabbed both Gwen and Aunt May as Green Goblin attacked. Osborn tried to kill them with a flaming smash, but Peter leaped away with the two before impact. Despite his injuries, Peter leaped over a house and landed on the opposite side of the block; the leap also tore open his bullet wound. After they safely landed, Peter told Gwen to take Aunt May as far away as possible and use whatever means necessary to fulfill the task. Just as Aunt May was about to point out Peter was bleeding, Osborn also leaped over to get Peter.

Before Osborn reached them, Peter intercepted Osborn to insure Gwen's and Aunt May's escape. He jumped towards Osborn and knocked him hard with a mid-air left-hook, damaging Osborn's jaw and taking out several teeth on the left side of his mouth. The attack was enough to knock Osborn into the pavement and temporarily bought Peter some time. Realizing he's bleeding out worse than before, he needed help. Peter sarcastically said to Osborn, "Hey, Norman, could you do me a favor? Just stay right here...and practice...your crazy. I'll be right...back." As Osborn tried to recover, Peter leaped back to the previous battle area to find Johnny Storm.

Back at the previous combat zone, Peter tried to wake Johnny and shook him to consciousness. On a semi-dazed state, Peter tried to explain to Johnny he's in a really bad situation and needs his help. Just then, Osborn also leaped back and descending towards them; Peter's spider-sense flared great danger. Johnny recalled what happened and flamed-on to fight Osborn.

The Human Torch intercepted and charged at Osborn in a mid-air battle. Johnny tried to burn Osborn into a crisp by going nova, unfortunately, Osborn absorbed Johnny's flames. The fiery battle was difficult for Peter to see, but as soon as could, he found Johnny had fallen near him. Johnny apologized to Peter before losing consciousness again. Peter realized he made the situation worse as he realized Osborn now has the power of the Human Torch in his control and aimed at his face.

Osborn didn't waste time, using his new-found Human Torch abilities, he can fly and launch volleys of fireballs at Peter. Not deterred by his enhancement(s), Peter grabbed a mailbox, whacked him in the head and used it to repeatedly beat Osborn's back with it. As he repeatedly beaten Osborn, Peter asked, "What's the plan Osborn? I'm dying to know...what next? You kill me, then what next?? Your son you killed won't magically come back to life!! Your world as captain of industry won't magically go back to the way it was!!" Peter then flung him into a broken fire-hydrant, neutralizing his flames. Peter continued, "And your hair...won't magically come...into fashion." Osborn finally answered and said, "But you'll be dead." Severely weakened and kneeling on the floor, Peter acknowledged Osborn's petty reason. Peter thought it would be his end until a delivery truck suddenly came out of nowhere.

Peter Parker (Earth-1610) and Mary Jane Watson (Earth-1610) from Ultimate Spider-Man Vol 1 160

Mary Jane and Peter's last kiss.

MJ had stolen a truck and tried to ram it into Osborn. Peter saw the truck and jumped away as it crashed into Osborn. The truck was totaled and rolled over to the left side. Peter then smashed through the glass to pull MJ out of danger. Peter thought it was insane of her to steal a truck, but grateful for her save and the couple kissed. Peter then grabbed and flung MJ to safety, throwing her several meters away and had her safely land on his webbing between a house and lamp post. It was then Osborn crawled out of the truck.

Osborn told Peter, "This is the day of reckoning, Parker. I'm delivering God's message. God wants this to happen." Tired of Osborn's crap, Peter grabbed the remains of the truck and told Osborn to SHUT UP! as he bashed it right on top of him. Although injured, Osborn continued to threatened Peter, "I will destroy your family like you destroyed mine!! I will kill everyone you know!!" Peter asked Osborn, "Could you do it--Quietly!", as he smashed the truck onto him one more time. Unfortunately, the truck was unstable and exploded.

The explosion blew Peter across the street. Johnny woke up and found Peter him on floor; he rushed to tend to him. He told Peter, "I think you got him." Peter replied, "Good. Yeah, that's...that's about all I...had." MJ rushed to Peter's side, insisting he needs medical attention. Johnny suggested flying him, but MJ pointed out he can't be moved in his state. Just then, Aunt May and Gwen also returned to the scene as MJ called out for any help as people watched Peter fade. Meanwhile a thirteen year old boy had come to aid Peter in fighting Osborn only to see that he had arrived too late and would witness Peter say his final words. [116]

Peter Parker (Earth-1610) from Ultimate Spider-Man Vol 1 160

The Death of Spider-Man.

A tearful Aunt May asked Peter, "What did you do, boy? What did you do?" Peter smiled with his bloodied face and replied, "It's okay. I--I did it." Aunt May told Peter to hang on, but Peter said, "Don't you's okay. I did it. I couldn't save him. Uncle Ben. I couldn't save him... No matter what I did. But I saved you. I did it. I did..." As Peter tried to reach with his hand for Aunt May, Peter couldn't hold out and seemed to pass out. Johnny tried to listen for a heart beat over Peter's chest, but to everyone's horror, there was nothing. As everyone mourned for Peter, MJ held his lifeless body in her arms as she cried. The spectators could only continue to watch the tragedy that had befallen on the Parkers.

Meanwhile, at the site of the explosion, Osborn's body lies inside the wreckage. He had reverted back into his human form and lied there with a smile, knowing he killed Spider-Man. [117] Unfortunately, Peter's death was in vain. Peter thought he finally ended the conflict and saved his loved ones, but Osborn survived. SHIELD later arrived and found Osborn in the wreckage, still alive. For unexplained reasons, Fury had the world believe that Osborn had died in the conflict and had him secretly imprisoned; Osborn would be held in a special detention containment cell for the next two years, until SHIELD disbanded.

Funeral & Legacy

Shortly after Peter died, news of Spider-Man's demise and his secret identity spread quickly. Those who were involved with Peter's life mourned for him with guilt, anger, sadness, and trepidation. Gwen felt she's cursed, Johnny could only express his rage with bursts of fire over the city, MJ blamed Peter's death on Fury and swore to find investigative proof, Kitty returned as the Shroud to take her anger out on criminals, Rogue thought it was the end of days, and JJ himself couldn't find the proper words to express his feelings for Peter's eulogy on the Bugle paper.

Saint Patrick's Cathedral - Funeral of Peter Parker (Earth-1610) from Ultimate Fallout Vol 1 1 001

A crowd gathers to Peter's funeral.

At Peter's funeral, Tony Stark made and paid for all arrangements for his burial to relieve Aunt May of the financial burden. Although Aunt May wanted something small and private, those who were touched by Spider-Man came to also mourn for him at St. Patrick's Cathedral as well. While walking in, Aunt May met a little girl that Peter previously saved from a burning building. It gave Aunt May some comfort to know she lived because of Peter.

Inside the cathedral, the Ultimates as well as the Bugle staff was present for Peter's funeral. When seated, Captain America came before Aunt May and admitted Peter's death was his fault.[118] Aunt May wanted to know how it was his fault; Rogers explained about his lecture to Peter, about him being not ready and the bullet he took for him. Aunt May lost control and blamed the Ultimates for their failure to train him and their harshness against Peter. Aunt May was so enraged that she smacked Rogers in the face. Shocked at what she had done, she left outside, only to be overwhelmed by people outside; JJ arrived to help Aunt May complete the service.[119] Although Peter died and left the world in a darker place, Spider-Man wasn't gone.

Peter's death became a critical point to everyone that was touched by him: Captain America left the Ultimates, Johnny and Bobby ran away from the Parker house (due to their guilt over Peter's death) and joined Kitty to start a new life in the abandoned Morlocks lair, and Gwen and Aunt May decided to take an all-expenses-paid new life to France. Between the secret schemes of villains and heroism of good people, a new hero with similar origins to Peter arises: Miles Morales, the new Spider-Man. Unknown to all, Peter's body was taken; the grave of Spider-Man was empty, but no on realized what had happened.

Post Cataclysm & Second Death Anniversary Gathering

Nearly two years has passed since the death of Peter. In between that time, Miles Morales had embraced the mantle of Spider-Man. Because of how Peter lived and died, the women in Peter's life (Aunt May, Gwen Stacy, Kitty Pryde, Mary Jane, and Jessica Drew), developed a keen interest in Miles. In between those two years, the United States literally divided into independent factions and it took the power of the Ultimates and SHIELD to help reunite the country. Afterwards, an Ultimate Cataclysm occurred when Gah Lak Tus merged with Galactus to become the ultimate devourer of worlds and nearly succeeded if it weren't the intervention of SHIELD, the X-Men, Miles, the defunct Fantastic Four (temporarily united), and the Ultimates. Steve Rogers and Thor was lost in the conflict and Tony Stark disbanded the Ultimates, but Miles along with his female clone, Jessica Drew, formed the Young Ultimates in their place. After all the chaos had finally settled down, it has reached the second anniversary of Peter's death and Aunt May decided to move on. Deciding to sell the Parker residence, Aunt May and Gwen Stacy intend to move to a new place and sell the house; before moving out, Aunt May decided to throw a gathering and invited all of Peter's friends, including the new Spider-Man.

At the party, Miles Morales, Ganke Lee (best friend to Miles, +1 on guest list), Bobby Drake (Iceman), Johnny Storm (Human Torch), Gwen Stacy, Mary Jane, Aunt May, Jessica Drew (Spider-Woman), Kitty Pryde (Shadowcat), Liz Allen (Firestar), Lana Baumgartner, and Kenneth "Kong" McFarlane were all present at the gathering. J. Jonah Jameson also arrived to the Parker residence, however, possibly feeling out of place, he decided to leave as soon as he arrived; he never announced his presence and left. In so many ways, this meeting was the real reception/collation after Peter's funeral. Due to the chaotic political climate, the high publicity coverage, and threats to Peter's amazing friends, the people that knew him the best and close to him never had a moment to gather and reflect upon Peter's life, death, and voice their hopes and expectations had Peter lived.

After eating a grand feast (paid by Tony Stark), the party finally had a chance to think about Peter and reflect on the possibilities of his future. Miles talked about how Nick Fury appeared before him and told Miles how he was grooming Peter to become one of the greatest super hero in the world and how the world would've loved him greater than Captain America if the world got to know him; Miles imagined Peter at the forefront and shining as the great hero he envisioned. As for Aunt May, she imagined Peter would eventually merge his love of science and his super-heroism into something constructive to benefit society; she imagined a legion of Spider-Men taking his mantle to help protect the city. Gwen reflected upon Peter's concerns of not able to do enough as bad people like the Kingpin used their influence to escape justice; Peter wanted to become a reporter as well as a crime fighter to bring justice on both aspects his life. Miles had expressed his own regret not taking ownership of his powers earlier before Peter died; he would've liked a future where both Miles and Peter as a fighting dynamic duo and Miles followed Spider-Man as his sidekick. When it was Kitty's turn, she was too embarrassed to admit her own visions of Peter. In Kitty's mind, Peter has always been her greatest love and she imagined the romantic aspects of their past and a future where they fought together as heroes, Peter proposing to her, and two become a great (super) married couple. As for Bobby, he had more delusions of grandeur, believing Iceman and Spider-Man would be part of a new mini-Ultimates with awesome gadgets , much to MJ's dismay.

The most surprising are those who didn't speak up and unresolved matters of the past. Although Mary Jane brought up the subject of talking about Peter if he had lived, she didn't contribute to anything. Peter's greatest love and the one who trailed the journey of Spider-Man since the near beginning didn't say anything at all. Equally, Jessica Drew, the female clone of Spider-Man, has most (if not all) of Peter's memories and experiences up until the Clone Saga; she above all people would've been able to speak before Peter's half, about his feelings for his friends and his loved ones, but she too remained silent and contributed nothing. Despite feeling guilty over Peter's death, neither Bobby nor Johnny seem to bring up the subject. Aunt May herself never bothered to confront the boys for their reasons for running off shortly after Peter's death; there were no explanations nor apologies. It's only presumed nobody wants to bring up unresolved topics on Peter's anniversary.

After all that talk, Gwen felt they should do something to honor Peter's memories; they donated to charity. Due to a heavy abundant amount of food they have, the entire party decided to head to the local Queens missionary and donated all their food, entertained some children, donated some books, and bring some comfort to the needy. After a day's reflection and honoring Peter's memory for the less fortunate, the party call it a day; they bid their farewells and parted ways, finding some closure with Peter. However, unknown to everyone, there was another visitor watching behind the bushes, it was Peter. [120]

Resurrection & Reclaiming the Mantle

From the darkness, Peter awakened to find himself in an abandoned lab. It was as if everyone dropped everything and ran out (possibly due to the events of Cataclysm); Peter couldn't even tell if the lab was tied to Roxxon, SHIELD, or Oscorp. For a moment, he thought he was the sole survivor of a fallen world, he couldn't tell what was happening as all computers and systems around him were wiped out. All the data was removed and/or deleted; he had no idea how he got from dead to here. With nothing left to learn, he left the lab to find he's in Atlanta and stowed on top on one of the passing trucks or buses to get back to New York.

Once back in New York, Peter headed back to his neighborhood to check on his family, but didn't reveal himself. He was deeply concerned about coming back into the lives of his family; he opted to find Mary Jane. In the cover of night, he appeared behind the bushes of her house, MJ reacted in emotional shock and broke down into tears; the two held each other tightly on the ground for such an emotional reunion. Peter quickly realized what's he's doing is cruel and selfish; it was a mistake to come back. However, once the couple calmed down, Peter and MJ had to investigate his own grave and exhume his coffin to be sure he's not some clone. The coffin was empty, he realized his body was a treasure trove for geneticists who wish to replicate Spider-Man and it shouldn't surprised anyone his body would be used for research. Peter realized what he did to MJ was unfair and it's especially cruel to his loved ones; he decided it would be best to leave it all behind. With a new Spider-Man, someone else could take the responsibility without needing him. However, Peter couldn't give up on his web shooters as the webbing was part of his father's legacy. Learning about Miles from MJ, he secretly infiltrated Mile's apartment to recover his shooters.

At Miles' apartment, Peter searched for his web shooters, but he couldn't find them fast enough before Miles came back home.[121] Miles thought it was an intruder and told Peter he might have gotten the wrong apartment. Once Miles got a clear look at Peter's face, he was in shock to be face to face with his supposed dead idol. Peter nonchalantly asked for his old web shooters back, telling Miles it was time for the original Spider-Man to get back into the game; Miles continued to react in shock. Miles had to touch Peter's face to see if he's real, which Peter reacted by telling him his smelly gloves needs washing. Miles continued to be wide-eyed and jaw-dropped and Peter impatiently gave him the time to properly normalize.

Miles finally reacted with a slew of profanities of his shock to Peter being alive. Miles asked a barrage of questions, wondering if Peter was an alternate reality version and asked did Peter see Aunt May. Peter didn't want to get into it, telling Miles he only wants his stuff back. However, Miles wouldn't let it go and Peter told Miles it's not his business; Miles pointed out that everyone in Peter's life wanted him to succeed him. While he confirmed that he had technically died, Peter didn't want his family to go through more heart break and didn't see them. Because of Miles' insistence, Peter lost his cool.

Peter frustratingly told Miles he doesn't know him and never asked him to pick up the mantle. When Miles persisted with wanting to tell Aunt May the truth, Peter grabbed Miles' hand to make things clear to him, but Miles defensively reacted by shocking him. Shocked to the floor, Miles apologized for his reflexive Venom Blast; Peter was surprised of Miles' additional abilities and wondered why he didn't get extra abilities. Miles reasoned it was due to the fact they were bitten by different spiders, giving them similar, but differing abilities. While Miles was distracted in his thoughts, Peter took the chance and threw Miles across his room and knocked Miles out. While Miles was unconscious, he retrieved his web shooters and fled the scene. [122]

Spider-Men Vs Green Goblin & Family Reunion

After Peter had taken his web shooters back, Peter soon learned about Osborn's return. Realizing people will be in danger because of his relationship with Osborn, he went back to his old house, where he found his successor, Miles, battling the Green Goblin alone. Although reporters and police are present, no one could subdue Osborn besides Spider-Man. Just as Osborn had the advantage, the original Spider-Man intervened with a sarcastic remark. Peter jokingly welcomed Osborn to kill him, but warned him not to harm the president of his fan club (Miles). Due to the fact this battle was being actively filmed live via all media, everyone connected to Peter knew he has returned.

Osborn was equally shocked over Peter's return, he was sure he killed him. Osborn charged at Peter, but Peter jumped over him and punched him in the back of the head. Osborn was enraged and demanded to know how Peter survived as Spider-Man continues to mock him as Miles watched from the sidelines. The SWAT team had arrived and was given permission to shoot at both Peter and Osborn. The police fired, but Peter dodged and Osborn's tough hide makes him bulletproof. Osborn returned fire at Miles' direction. The attacking police were incinerated, but Miles evaded destruction. As Osborn threatened to burn everyone, Peter webbed down his face and began to hogtie Osborn and mocked him for his unoriginal material. It was then Miles took the opportunity to merely touch Osborn's ankle.

Osborn noticed Miles touching him and broke free to retaliate, the Spider-Men backed away for safe distance. Peter had to mock Miles for showing Osborn for poking his ankle, but Miles asked Peter to be patient. As Osborn angrily charged at the Spider-Men; Miles' Venom Blast kicked in and caused a violent explosive reaction to Osborn. In literal shock, Osborn fled away to safety. Peter remarked and complemented Miles on whatever Miles did, but Miles reminded Peter he did a milder version of it when they first met. The two credit each other for Osborn being not ready for the Spider-Men, but the victorious moment was soured as the police demanded the Spider-Men to surrender. With the entire neighborhood, police and news, the world knows Peter lives once more.[123]

With their hands up, the Spider-Men was surrounded by NYPD. Captain Frank Quaid was once Peter's ally during his crime-fighting days. He was at the scene and used his authority to demand no cop to fire upon the Spider-Men and the boys heartily agreed. Peter sarcastically suggested everyone disarm, go home, and go to bed. Miles wondered did Peter have someone to call to stop this; Peter had no one and suggested doing this the "old-fashioned way". Miles was surprised there's an actual "old-fashioned way." Captain Quaid commanded the Spider-Men to unmask themselves and put themselves on the ground for arrest. Peter wondered if Miles knew a means to get out of situation like this and Miles believed he did before his web shooters were taken. As Captain Quaid continued to tell the duo to surrender and slowly draw out his taser, then Peter realized Miles can cloak, but Miles argue it doesn't make him bulletproof. Peter encouraged Miles to prepare himself to run as Quaid got ready to fire and the two escaped. Peter quickly web-swing himself out of there while Miles high-jumped away as he cloaked. Peter made a clean escape, but Miles suffered a grazed bullet wound as one of the SWAT tried to shoot him down. Miles actually escaped to the neighboring house and Maria Hill helped Miles complete his escape.

In between, Osborn actually escaped to Jameson's penthouse for an exclusive over his return to the living. It was then that Osborn theorized that his OZ compound likely had the ability to regenerate a person even post-mortem, explaining how he and Peter returned to the living. Osborn started to talk about how the authorities and his competitors tried to ruin him and that he's forced to kill his enemies. When Osborn made it clear he'll never stop killing until every last person that ruined him will burn, JJ gunned down Osborn, thinking he killed him; Osborn survived his wounds and proceeded to fire-roast JJ's head and fled once again. Also in between, the two recent criminals that posed as Spider-Men has been running a crime spree. The farce Spider-Men attacked the authorities' super power division's evidence locker to steal something. They took advantage of the confusion the real Spider-Men had caused for their own rewards. Peter actually didn't escape far. He went to MJ's house, where Miles and Detective Maria Hill found him. Miles asked MJ for Peter and Peter thought it was time to give Miles answers.

Peter wanted some time to brace himself for Miles, but Miles was impatient and demanded answers. Miles wanted to clearly understand is Peter really who he is or some sort of clone. MJ tried to defend Peter and answered for Peter, exclaiming he's Peter. However, Miles wasn't satisfied and preferred to hear from Peter himself. Peter wasn't entirely sure should he tell everything with Maria Hill standing by the door; after confirming her former SHIELD status and Maria's desire to help Peter, Parker felt it was safe enough to talk. Miles asked about Peter's sudden return when he clearly died in front of everyone and Peter can only answer "I don't know." Miles had to ask how was Peter even sure he's the original or a clone; MJ angrily confirmed it's really Peter. However, Miles reaffirmed the fact he died and now he's alive; his questions and concerns are valid. To the best of Peter's ability, he told Miles he remembered everything about his life, even up to his final moments in presumed death.

It was then Peter told Miles about how he found himself in an abandoned laboratory in Atlanta, reunited with MJ, digging up his own to find an empty coffin, his plans to disappear, learning about Osborn's return, and settling the score with Green Goblin. Miles wondered about Gwen Stacy and Aunt May, how Peter won't see them. Peter felt coming back into his family is too cruel after they had find closure to his "death" and felt it was unfair to them. However, Aunt May suddenly appeared and interjected that it wasn't Peter's call to make. The Parkers had an emotional reunion and Peter was surprised the two found him; it was rather obvious to the ladies that Peter would reach out to MJ first. Peter didn't know how to face them, but Stacy told him to enjoy the moment before a historic guilt trip. However, Maria Hill just realized if everyone in Peter's life guessed where he would be, Osborn would be coming for them.

Barely moments into that realization, Osborn appeared at MJ's front lawn. Osborn proclaimed "Now it's time for all of us to come to term with our past and future, my Spider-Men." Maria Hill tried to gun down Osborn, but bullets don't work on him. Miles told Peter to escape with his family, but Peter insisted it's his fight. However, Miles reminded Peter that his loved ones are his responsibility; Peter stood back to protect the women while Miles attacked. Borrowing MJ's couch, Miles launched it upon Osborn as Maria Hill continued to fire her gun. Miles had a theory from their last encounter that Osborn has a weakness for Miles' Venom Blast and he continually used it on Osborn. With every Venom Blast, Osborn started to lose control of his goblin form, uncontrollably reverting back to human form. Peter and his family never left the house, only watching Miles from a distance at Miles' victory. MJ smiled at Peter to affirm Miles is the real deal. Miles managed to shock Osborn until he turned back to his weakened human form and Maria called for backup. Maria finished off Osborn with a pistol head-shot, finally ending the nightmare of the Green Goblin and Parker's family fled the scene after the fight.[124]

Later, Peter, Miles, and their family and friends meet in the same warehouse Peter and MJ use to meet years ago. Peter then removed his Spider-Man costume and puts on casual clothing. He tells his family that he is going to go look for answers of his mysterious resurrection. After saying goodbye to Gwen, MJ, and Aunt May, Peter tells Miles that he is now the new Spider-Man. However, later on, Peter meets up with Mary Jane. They two then plan to run away together, and steal MJ's mother's car. They then drive off, to a "place no-one will ever find them".

The Fall of Earth 1610 & Ultimate Revival

As a consequence of a disturbance in the structure of the Multiverse, every single reality began to experience a series of phenomena known as incursions, which essentially consisted in the collision of entire universes between each other, with their respective planets Earth as collision point.[125] Earth-1610 experienced numerous incursions, but was saved in secret by the Maker.[126] A final incursion eventually occurred between the last two surviving universes in the entirety of the Multiverse, Earth-1610 and Earth-616. Both collided, and were destroyed.[127]

Since then, the omnipotent Mister Fantastic of Earth-616 started to rebuild the Multiverse.[128] Earth-1610 was eventually returned to existence as well. Since then, Peter resumed the mantle of Spider-Man. He was seen fighting the returned Green Goblin with assistance of the Ultimates before rushing to a party to welcome Kong back from the army.[129]


  1. Ultimate Origins and the Ultimate Spider-Man continuum conflicts each other in canon with the death of Peter's parents. In Origins, the comic shows the Parkers were killed by the Hulk and Fury covered their deaths. However, in the primary comic continuum, Peter actually grew up several years with his parents before they were killed in a plane accident with the Brocks, due to Project: Venom. Although one of the writers clarified they were merely injured and not really dead, the details of the events remain unofficially resolved.


  1. Ultimate Spider-Man #65
  2. Ultimate Spider-Man #66
  3. Ultimate Spider-Man #67
  4. Ultimate Spider-Man #68
  5. Ultimate Spider-Man #69
  6. Ultimate Spider-Man #70
  7. Ultimate Spider-Man #71
  8. Ultimate Spider-Man #72
  9. Ultimate Spider-Man #74
  10. Ultimate Spider-Man #75
  11. Ultimate Spider-Man #76
  12. Ultimate Spider-Man #77
  13. Ultimate Spider-Man #78
  14. Ultimate Spider-Man #79
  15. Ultimate Spider-Man #80
  16. Ultimate Spider-Man #81
  17. Ultimate Spider-Man #82
  18. Ultimate Spider-Man #83
  19. Ultimate Spider-Man #84
  20. Ultimate Spider-Man #85
  21. Ultimates 2 #12
  22. Ultimate Spider-Man #86
  23. Ultimate Spider-Man Annual #1
  24. Ultimate Spider-Man #87
  25. Ultimate Spider-Man #88
  26. Ultimate Spider-Man #89
  27. Ultimate Spider-Man #90
  28. Ultimate Spider-Man #91
  29. Ultimate Spider-Man #92
  30. Ultimate Spider-Man #93
  31. Ultimate Spider-Man #94
  32. Ultimate Spider-Man #95
  33. Ultimate Spider-Man #96
  34. Ultimate Spider-Man Annual #2
  35. Ultimate Spider-Man #97
  36. Ultimate Spider-Man #98
  37. Ultimate Spider-Man #99
  38. Ultimate Spider-Man #100
  39. Ultimate Spider-Man #101
  40. Ultimate Spider-Man #102
  41. Ultimate Spider-Man #103
  42. Ultimate Spider-Man #104
  43. Ultimate Spider-Man #105
  44. Ultimate Power #2
  45. Ultimate Power #3
  46. Ultimate Power #4
  47. Ultimate Power #5
  48. Ultimate Power #6
  49. Ultimate Power #7
  50. Ultimate Power #8
  51. Ultimate Power #9
  52. Ultimate Spider-Man #106
  53. Ultimate Spider-Man #107
  54. Ultimate Spider-Man #108
  55. Ultimate Spider-Man #109
  56. Ultimate Spider-Man #110
  57. Ultimate Spider-Man #111
  58. Ultimate Spider-Man #112
  59. Ultimate Spider-Man #113
  60. Ultimate Spider-Man #114
  61. Ultimate Spider-Man #115
  62. Ultimate Spider-Man #116
  63. Ultimate Spider-Man #117
  64. Ultimate Spider-Man #118
  65. Ultimate Spider-Man #119
  66. Ultimate Spider-Man #120
  67. Ultimate Spider-Man #121
  68. Ultimate Spider-Man #122
  69. Ultimate Spider-Man Annual #3
  70. Ultimate Spider-Man #123
  71. Ultimate Spider-Man #124
  72. Ultimate Spider-Man #125
  73. Ultimate Spider-Man #126
  74. Ultimate Spider-Man #127
  75. Ultimate Spider-Man #128
  76. Ultimate Spider-Man #129
  77. Ultimatum #1
  78. Ultimate Spider-Man #130
  79. Ultimatum: Spider-Man Requiem Book One #1
  80. Ultimatum: Spider-Man Requiem Book One #2
  81. Ultimate Spider-Man #131
  82. Ultimate Spider-Man #132
  83. Ultimatum #4
  84. Ultimate Spider-Man #133
  85. Ultimate Comics Spider-Man #1
  86. Ultimate Comics Spider-Man #2
  87. Ultimate Comics Spider-Man #3
  88. Ultimate Comics Spider-Man #4
  89. Ultimate Comics Spider-Man #5
  90. Ultimate Comics Spider-Man #6
  91. Ultimate Comics Spider-Man #7
  92. Ultimate Comics Spider-Man #8
  93. Ultimate Enemy #2
  94. Ultimate Enemy #3
  95. Ultimate Mystery #1
  96. Ultimate Doom #2
  97. Ultimate Comics Spider-Man #9
  98. Ultimate Comics Spider-Man #10
  99. Ultimate Comics Spider-Man #11
  100. Ultimate Comics Spider-Man #12
  101. Ultimate Comics Spider-Man #13
  102. Ultimate Comics Spider-Man #14
  103. Ultimate Comics Spider-Man #15
  104. Ultimate Spider-Man #150
  105. Ultimate Spider-Man #151
  106. Ultimate Spider-Man #152
  107. Ultimate Spider-Man #153
  108. Ultimate Spider-Man #154
  109. Ultimate Spider-Man #155
  110. Ultimate Spider-Man #156
  111. Ultimate Spider-Man #157
  112. Ultimate Avengers vs. New Ultimates #3
  113. Ultimate Avengers vs. New Ultimates #4
  114. Ultimate Spider-Man #158
  115. Ultimate Spider-Man #159
  116. Ultimate Comics Spider-Man Vol 2 #4
  117. Ultimate Spider-Man #160
  118. Ultimate Fallout #1
  119. Ultimate Comics #2
  120. Ultimate Spider-Man #200
  121. Miles Morales: Ultimate Spider-Man #1
  122. Miles Morales: Ultimate Spider-Man #2
  123. Miles Morales: Ultimate Spider-Man #4
  124. Miles Morales: Ultimate Spider-Man #6
  125. New Avengers Vol 3 #2
  126. Avengers Vol 5 #41
  127. Secret Wars #1
  128. Secret Wars #9
  129. Spider-Men II #5
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