Appearing in "Ultimatum: Part 2"
- May Parker
- Kitty Pryde
- Gwen Stacy
- Mary Jane Watson
- Kenny "Kong" McFarlane
- Det. Mary Lambow
- Spider-Woman (Jessica Drew)
- Magneto (Erik Lensherr) (Illusion)
- NYPD Officers
- Hulk (Bruce Banner)
- Charles Xavier (Behind the scenes)
- Captain Frank Quaid (Mentioned)
- Ben Parker (Mentioned)
- Richard Parker (Mentioned)
- Mary Parker (Mentioned)
- Mjolnir (Cameo)
Synopsis for "Ultimatum: Part 2"
May Parker is arrested and brought to the 103rd precinct where she is questioned at length about her nephew's connection to Spider-Man. The detectives are convinced that Peter Parker actually is Spider-Man, but May offers them nothing, insisting that they allow her to contact a lawyer. Suddenly, all of the lights go out. May walks out of the building into the street only to bare witness to a scene of unheralded devastation.
The Ultimatum Wave slams into New York City completely flooding the five Burroughs. Thousands of people are killed. Spider-Man swings about, desperately trying to save lives. He is scared and confused and doesn't understand why this is happening. He receives a telepathic message from X-Men leader Charles Xavier who explains to him that the Ultimatum Wave is the fault of Magneto. Magneto wants revenge against the entire world for the deaths of his children, Wanda and Pietro.
In Battery Park, Kitty Pryde tries to rescue people on the L train, but many of them are reluctant to receive aid from a mutant. Gwen and Mary Jane are nearby, and are just as confused and scared as everybody else.
At the precinct, Jessica Drew, aka Spider-Woman, swings down and finds May Parker outside police headquarters. May is trying to save the life of the detective, Mary Lambow, who arrested her, and is currently pinned down beneath a fallen telephone pole.
Spider-Man meanwhile, continues rescuing people and has a chance encounter with the Hulk.
- This issue is an "Ultimatum" crossover.
- This issue shipped on January 28th, 2009.
- The events from this issue coincide with the events from Ultimatum #1.