List of Ultimate Spider-Man story arcs

Featured here is a chronological list of story arcs in the comic book series Ultimate Spider-Man, created by Brian Michael Bendis and Bill Jemas, and drawn by Mark Bagley until Stuart Immonen replaced him. Ultimate Spider-Man is a teenage drama, in contrast to the adult Spider-Man in the Marvel continuity.

Ultimate Spider-Man

Power and Responsibility (#1-7)

• Published: October 2000 - May 2001
• Creative Team: Brian Michael Bendis (writing) / Mark Bagley (art)
• Plot outline: Peter Parker gets bitten by a genetically-mutated spider during a class visit to Osborn Industries. The spider was part of the scientific experimentations there. Norman Osborn decides to track Peter’s progress. After several instances of fainting and displaying extraordinary strength and reflexes, Peter realises the bite gave him powers. On one occasion, Peter breaks his bully, Flash Thompson’s hand. When Flash’s family decide to sue, Peter becomes part of a local wrestling circuit as the masked “Amazing Spiderman” to anonymously pay for his Aunt May and Uncle Ben’s legal fees. Peter also gets his Spider-Man suit courtesy of the wrestling organisation. Peter does not reveal this secret double-life to anybody, not even his crush Mary Jane Watson and friend Harry Osborn. Peter flees the wrestling organisation after being accused of stealing. Disgruntled, he allows a burglar to escape after robbing a deli owner. Peter returns home where his aunt and uncle berate him for his failing academic grades. Ben informs Peter of the “with great power, comes great responsibility” ethos that Peter’s father abided by. Peter runs away only to return to find that Uncle Ben had been murdered by the same burglar Peter had earlier ignored. Peter tracks down Ben’s killer, subdues him and hands the killer over to the police, now understanding what Ben had previously told him. Meanwhile, Norman Osborn injects himself with an OZ formula, gaining confidence by tracking the effects the spider formula had on Peter. As a result, Norman turns into the monstrous Green Goblin. The Goblin destroys the lab, kills several scientists and leaves Dr. Otto Octavius, another scientist, for dead. All this is seen by Harry Osborn who runs home to find his mother dead and his house in flames, noticing his father’s goblin form leaving the scene. Peter, having now invented web-shooters for his alter-ego, Spider-Man, went back to school to find the Green Goblin destroying it. After a small skirmish in the school, Spider-Man leads the Goblin to the bridge where the NYPD confront him. The Green Goblin is shot off the bridge. The NYPD also turn on Spider-Man who retreats. Peter goes back to the school, using the excuse that he had been crushed under a chalkboard. Harry moves to live with relatives elsewhere.
• First appearances: Peter Parker, Mary Jane Watson, Uncle Ben, May Parker, Flash Thompson, Kenny McFarlane, Liz Allan, Norman Osborn/Green Goblin, Harry Osborn, Otto Octavius, Captain Stacy
• Deaths: Uncle Ben

Learning Curve (#8-13)

• Published: June 2001 - November 2001
• Creative Team: Bendis / Bagley
• Plot outline: Peter takes a few photographs of Spider-Man to help Aunt May’s financial woes. Peter shows the photographs to the Bugle’s editor J. Jonah Jameson, who gives him the minimum pay. Peter then fixes an internet problem which encourages Jameson to offer Peter a part-time job as a computer technician. Peter uses the Bugle’s website to locate a criminal group called the Enforcers who work for Wilson Fisk, the Kingpin. Spider-Man defeats the Enforcers which forces Mr. Big to tell Spider-Man about Fisk’s important gala the next night. The FBI interrupt and Spider-Man barely manages to escape. The next day, Mary Jane asks Peter on a Friday date. Peter moves it to Saturday instead. That Friday, Spider-Man goes to Fisk’s penthouse but trips the alarm and is overpowered by Fisk and subdued by Electro. Spider-Man is then unmasked by Fisk who, realising Spider-Man is just a boy, throws Peter’s unconscious form through a window but opts to keep Spider-Man’s mask. Peter survives the fall but is badly injured, cancelling Mary-Jane’s date, who becomes angered by this. Later, Fisk murders Mr. Big after discovering he had sold him out to Spider-Man. Fisk pulls Spider-Man’s mask over Mr. Big and crushes his skull. The body is discovered and the news report that Spider-Man is a murder suspect. At school, Peter creates a false e-mail and through it, discovers Fisk’s security system has CCTV footage on CDs. Spider-Man quickly invades the penthouse again and bags as many CDs as possible. After a skirmish with the Enforcers, Electro and Fisk, Spider-Man escapes victorious and gives the CDs (apart from his unmasking) to Ben Urich, a reporter for the Daily Bugle. The published story forces Fisk to leave the country. Peter then reveals to Mary Jane that he is Spider-Man.
• First appearances: The Kingpin, The Enforcers, Patsy Walker, Electro, The Shocker
• Deaths: Mr. Big / Frederick Foswell

Double Trouble (#14-21)

• Published: December 2001 - June 2002
• Creative Team: Bendis / Bagley
• Plot outline: Peter Parker's teacher offers an assignment where you have to dress up and be a superhero which divides the class. Peter defends his alter-ego which tips Kong off that Peter is Spider-Man. To disprove this theory, Peter allows Kong to push him over and becomes emotional; Kong is ridiculed for believing his theory. New girl Gwen Stacey earns a school suspension when she threatens Kong with a knife over his bullying. Meanwhile, Doctor Octavius, attached to his metal arms, violently escapes SHIELD custody. Octavius blames Justin Hammer, whom he had worked for while spying on Osborn Industries. Elsewhere, Kraven the Hunter, an Australian television reality show star, promises to kill Spider-Man for his next show. Spider-Man attempts to clear his name of villainy by going to Justin Hammer’s nuclear power facility which is being attacked by Octavius. Despite stopping Octavius, Spider-Man is badly injured. Kraven the Hunter visits Peter’s school to track the webslinger’s scent. Later that night, Spider-Man approaches Hammer informing him he was trying to save Hammer’s life. Hammer attempts to recruit Spider-Man but is turned down, however Spider-Man does follow Hammer’s limo to a press conference hosted by Octavius, now dubbed Doctor Octopus. Octavius throws the limo, killing Hammer. Spider-Man manages to defeat Octavius and also protect the press from the fighting. Kraven arrives and attacks Spider-Man who simply knocks Kraven out with one punch. Spider-Man gives a short interview before heading back to Queens. He arrives late and his aunt grounds him for being out too late and lying about his whereabouts. Meanwhile, back in SHIELD custody, Octavius figures out Peter Parker is Spider-Man after recovering from his amnesia.
• First appearances: Gwen Stacy, Kraven the Hunter, Justin Hammer, Sharon Carter, Doctor Octopus, Sandman, Nick Fury
• Deaths: Justin Hammer

Legacy (#22-27)

• Published: July 2002 - November 2002
• Creative Team: Bendis / Bagley
• Plot outline: At school, Peter reveals to Mary Jane that his aunt has grounded him before they reunite with Harry Osborn, who has recovered from the “Power and Responsibility” arc. Aunt May allows a reluctant Peter to go to Harry’s where he meets Norman Osborn, who demonstrates his Goblin form after injecting OZ. Norman claims Spider-Man is part of his legacy because the spider was part of his work, therefore Spider-Man will do what Norman desires otherwise Aunt May and Mary Jane dies. A shaken Peter returns home but Gwen Stacey turns up needing a place to stay, which the Parkers allow. At school the next day, Parker is covertly introduced to SHIELD Chief Nick Fury. Fury advises Peter to turn down Norman’s offer and promises Peter they will capture Norman when he commits a crime as the Goblin. Grudgingly trusting them, Spider-Man confronts Norman telling him he will never work for him. The Goblin captures Mary-Jane, dropping her off Manhattan Bridge. Spider-Man leaps after her, just managing to save her life. After ensuring Mary-Jane is safely transported away, a rage-fuelled Spider-Man severely beats the Goblin but SHIELD gunships interrupt. Goblin returns to his apartment, consuming more OZ formula. Spider-Man battles the Goblin but the Goblin overpowers and begins choking an unmasked Spider-Man. A watching Harry Osborn impales the Goblin, knowing it’s his father, with a piece of debris. SHIELD airships then shoot the Goblin to the brink of death. Peter reveals he is Spider-Man which causes Harry to faint. Fury reveals Harry was hypnotised to forgive his father. Fury praises Spider-Man for handling Goblin but warns Peter that he will be part of SHIELD when he turns 18. Spider-Man flies to meet Mary-Jane. She expresses her fear of being romantically involved with Peter.

Public Scrutiny (#28-32)

• Published: December 2002 - February 2003
• Creative Team: Bendis / Bagley
• Trade paperback appeared: January 1, 2003
• Plot outline: While at school, Mary Jane alerts Peter to an attack on the city by new villain, Rhino. Peter is distracted by Aunt May and an emotional Gwen Stacy, whose mother has left home. Eventually, Spider-Man arrives on the scene but Iron Man has defeated Rhino first. Peter then discovers through the news that a Spider-Man impostor is turning the city against the real Spider-Man. When Peter discovers the impostor is robbing a nearby bank, he arrives as Spider-Man but is shot at by police and wounded, who mistakenly believe him as the criminal. Spider-Man barely escapes arrest and collapses in a deserted alleyway. He rings Mary Jane where they change him out of his Spider-Man costume and get him to a hospital. There he receives overnight treatment and coupled with his accelerated healing factor, recovers in a few hours and flees. The next day at school, Peter gets further medical attention by SHIELD operative, the Wasp. Meanwhile, in Atlanta, the impostor attempts to steal money from an armored vehicle but is interrupted by Captain Stacy who is killed protecting the public. Gwen is distraught when she hears the news and blames Spider-Man, despite Peter and Mary Jane saying it was an impostor. Aunt May allows Gwen to stay at the Parker's after Gwen’s mother refuses to take her. Peter discovers the impostor is robbing another bank and goes there as the real Spider-Man. He brutally beats the impostor, revealed to be a teenage boy. Spider-Man webs him up for the authorities, leaving a note saying “Courtesy of the REAL Spider-Man.” At school, Mary-Jane reveals she cannot be with Peter while he is Spider-Man stating she is scared and still suffers from the incident when the Green Goblin threw her off a bridge. A distraught Peter accepts the break-up.
• First appearances: Rhino, Iron Man, Jean DeWolff
• Deaths: Captain George Stacy

Venom (#33-39)

• Published: February 2003 - June 2003
• Creative Team: Bendis / Bagley
• Plot outline: Peter discovers scientific work from his late father and watches an old tape of his family and childhood friend, Eddie Brock Jr. who Peter later contacts. Eddie is a college student and shows Peter a black substance called “The Suit” that their fathers had worked on before their corporation cancelled their project. Peter discovers through his father’s tapes that his father was close to a medical breakthrough with “The Suit”. Peter introduces Gwen to Eddie and the two go on a date. In the meantime, Peter sneaks into the lab and gets some of the substance on his skin. “The Suit” consumes Peter turning him into the black suited Spider-Man. Spider-Man easily defeats several foes but is driven to psychosis and almost kills a mugger. Peter survives the separation from “The Suit” and returns it to the lab. An angry Eddie, turned down by Gwen, sees Peter at the lab who reveals he is Spider-Man. Peter explains “The Suit” has to be destroyed because of its danger. Eddie seemingly accepts Peter’s decision but he has his own vial of “The Suit” and uses it to transform himself into the aggressive Venom. That night Peter visits Mary Jane and reveals he misses her and still loves her. However, Mary Jane is hesitant to get back with Peter because his life is too dangerous. The next day, Peter battles Venom who reveals itself as Eddie Brock, informing Peter it has all his memories. Peter defeats Venom but cannot find Eddie’s corpse. Peter begs Nick Fury to take his powers away but Fury simply tells Peter to calm down and enjoy his youth. Peter learns Eddie has taken his stuff and left his dorm, signalling Eddie is still alive.
• First appearances: Eddie Brock Jr./Venom

Irresponsible (#40-45)

• Published: July 2003 - November 2003
• Creative Team: Bendis / Bagley
• Plot outline: Gwen persuades Peter to attend a party but and see Geldoff in the back yard, a fellow party-goer and foreign exchange student who possesses psionic power and is blowing up cars. The police interrupt the party forcing the students to flee. Peter and Mary Jane reconnect on the journey home culminating in Mary Jane giving Peter a letter which reveals she still loves him. Peter reconciles at Mary Jane’s and they agree to give their relationship a second try. The next day, Peter is forced to go to Geldoff’s school where he is blowing up cars again. Mary Jane urges Peter to go and gives him a half-completed costume. Spider-Man apprehends Geldoff and takes him to a rooftop away from the police where he lectures Geldoff about responsibility. They argue which ends with Geldoff threatening to blow up Spider-Man but Jean Grey, Storm and Kitty (Shadowcat) from the X-Men arrive and take Geldoff and Spider-Man (as a guest) back to X-Mansion. However, Geldoff regains consciousness on board the jet and blows the jet apart. Jean saves the unconscious Geldoff and Spiderman. Peter awakens at the X-Mansion unmasked but alive. Xavier informs Peter that Geldoff is a result of a genetic experiment when he was in the womb of his mother. Peter returns home late and is confronted by an angry Aunt May. At a later therapy session, May reveals she confronted Peter but stopped when she saw a book from his late mother fall out of his bag, believing he read it away from school. May then reveals in her therapy session that she is too hard on Peter and that she loved Captain Stacey. May’s therapist persuades May she is a decent human and encourages her to spend more time with Peter, which she does later to Peter’s delight.
• First appearances: Geldoff

Cats & Kings (#46-53)

• Published: November 2003 - April 2004
• Creative Team: Bendis / Bagley
• Plot outline I: Having bought a formidable defence team, Fisk manages to avert the murder charge from the “Learning Curve” story-arc and returns to New York. In a bid to destroy Spider-Man, who continues meddling in his plans, he financially supports his friend Sam Bullit, who is campaigning for District Attorney on an anti-Spider-Man platform. J. Jonah Jameson, editor of the Daily Bugle, emphatically supports Bullit and steps up the paper’s negative Spider-Man coverage. Peter is fired at the Bugle for speaking out against this change of strategy. Ben Urich, reporter at the Bugle, questions Bullit about his campaign and quizzes Bullit on his close links to Fisk. Bullit threatens Urich and smashes the tape recorder. However, Urich has a second recorder and informs Jameson and Robertson about Bullit’s conduct. Aunt May then angrily rebukes Jameson over the phone regarding Peter’s unfair dismissal. These situations inspire Jameson to turn his coverage against Bullit and print Urich’s story and run an editorial highlighting Bullit’s link to crime. However, the Enforcers confront Jameson that night and attempt to force him to print a retraction but Spider-Man intervenes and defeats two Enforcers, saving Jameson. Later that night, Peter walks back home and sees Jameson on the doorstep. The editor explains he has unresolved grief following his son’s death in an Apollo space shuttle mission a year ago. He gives Peter his job back.

• Plot outline II: The Black Cat steals a mysterious tablet but is almost apprehended by Spider-Man. She subdues the webslinger but piques his interest. At the Parker household, Mary Jane and Peter discuss their future but Mary Jane’s father Greg confronts the couple about Mary Jane’s diary which alludes to when the Goblin threw Mary Jane off the bridge. Peter is unable to give an answer and is consequently banned from seeing a grounded Mary Jane. Mr. Dini arranges for Elektra to track down the missing tablet, property of Wilson Fisk. Peter then discovers an ad from the Black Cat asking Spider-Man to meet her on a rooftop, which he duly does. There Elektra attacks the duo. During their battle, the Black Cat reveals she “is not like her father”. Elektra disposes of Spider-Man who manages to get back to the rooftop but discovers both ladies are gone. Meanwhile, Aunt May is woken by Mary Jane’s mother who is in panic because Mary Jane has ran from home. She tells Peter and Gwen who visit the Watsons and whilst there, Peter deduces Mary Jane is at an old warehouse she stayed after the Goblin attack. Peter consoles her regarding her frustration with her psychologically abusive father. Spider-Man tracks down the Black Cat to her apartment, discovering her father was a famed thief arrested and killed under Fisk’s orders. Spider-Man distracts Fisk and Elektra from Black Cat so she can dispose of the tablet. Elektra stabs the Black Cat who falls off the rooftop. Spider-Man cannot find her body. Later that night, Fisk is at home by his wife’s hospital bed, vowing to find a way to cure her of her unknown illness.
• First appearances: Black Cat, Vanessa Fisk

Hollywood (#54-59)

• Published: May 2004 - July 2004
• Creative Team: Bendis / Bagley
• Plot outline: Aunt May leaves the house for a trip away as Peter discovers there will be an official Spider-Man movie coming out which angers Peter to the point of interrupting the film set. Meanwhile, Dr. Octavius telepathically communicates with his metal arms and orchestrates a prison break-out. Octavius interrupts the film set to kill his ex-wife Rosalita who is a consultant on the film. Spider-Man fights Octavius, protecting the film crew. As they battle, Mary Jane comes to the Parker house and meets Gwen, she happily reveals her mum kicked her dad out and therefore she is no longer grounded and can see Peter. However, she watches the news and witnesses Octavius beating Spider-Man. Mary Jane makes her excuses. Gwen grows suspicious and discovers a spare Spider-Man outfit in Peter’s basement. Octavius knocks Spider-Man out, avoids SHIELD agents and tortures Spider-Man on a plane flying to Brazil. Spider-Man reigns unconsciousness to brutally attack Octavius when they land in Brazil. Leaving him to SHIELD, Spider-Man stows away on a plane back to America but when he arrives back home, Gwen confronts him with a gun about him being Spider-Man and killing her father. Peter manages to convince Gwen that he did not kill her father and barely manages to change in time to meet Aunt May. Peter and Mary Jane meet with Gwen later who fully accepts Peter was not responsible for her father’s death and agrees to keep his Spider-Man identity a secret. Octavius is sent back to SHIELD headquarters where Nick Fury burns a highly sedated Octavius’s metal arms in front of him.

Note: The use of the character Tobey Maguire is a reference to his role as Peter Parker in the 2004 film Spider-Man 2.

• Cameo: Mysterio makes a cameo appearance as a 'villain' in the film, but he looks like the Earth-616 version of Mysterio and has no relationship to the Ultimate version of Mysterio.

Carnage (#60-65)

• Published: August 2004 - November 2004
• Creative Team: Bendis / Bagley
• Plot outline: Spider-Man saves a museum of hostages from Gladiator who Spider-Man defeats in combat but suffers an injury which is treated by Dr. Connors, who is aware of Peter’s secret identity. He retains a sample of Peter’s blood and after studying it, asks Peter if he can continue testing and researching the DNA sample for potential medical breakthroughs. Peter agrees and Dr. Connors enlists young scientist Ben Reilly to aid him. However, one of the experiments, Carnage, begins to form humanoid features and escapes the lab. It goes on a murder spree culminating in the death of Gwen Stacey after Carnage gains Peter’s memories through their shared DNA. Aunt May discovers Gwen’s corpse and alerts Peter and the police. Distraught, Peter blames himself and when he finds Dr Connors outside his house later that night, Peter assumes Dr Connors’s Lizard alter-ego was responsible. Dr Connors explains that Carnage was a result of both his and Peter’s DNA spliced together using Peter’s father’s notes. Carnage reveals itself and attacks Peter; eventually Peter defeats Carnage which had taken on the form of Peter’s father. Dr Connors turns himself over to the police for his involvement in Carnage’s creation and the college Dean fires him and Reilly for their involvement. Reilly takes a Parker blood sample before he leaves. At a detention, Mary Jane discovers Flash liked Gwen and Peter, insistent he will quit as Spider-Man, prevents a mugging despite his reservations.
• Deaths: Gwen Stacy
• First appearances: Carnage, Gladiator (Melvin Potter), Ben Reilly, Boomerang

Superstars (#66-71)

• Published: December 2004 - March 2005
• Creative Team: Bendis / Bagley
• Plot outline: Three short stories; 1) Wolverine and Peter mysteriously wake up in each other's bodies; 2) Johnny Storm from the Ultimate Fantastic Four enters Peter's school; 3) Peter has an encounter with Dr. Strange in which he gets mixed up in a spell and is plunged into a horrific world based on his nightmares.
• First appearances: Nightmare, Deathlok
• Notes: Brian Michael Bendis appears at the beginning of both parts of the Wolverine and Peter Parker story, denouncing it as the idea of a younger editor and claiming 'Even I couldn't milk more than two issues out of this one.'

Hobgoblin (#72-78)

• Published: April 2005 - July 2005
• Creative Team: Bendis / Bagley
• Plot outline: Harry Osborn returns to Queens from SHIELD custody where it is revealed he was dating Mary Jane before his father turned into the Goblin. Nick Fury reveals Harry has inherited his parents’ wealth. Harry meets with an old associate of Norman Osborn called Shaw who reveals Harry’s suppressed memories concerning his father and Peter’s identity as Spider-Man. Harry meets Peter at the Parker household and reveals he knows Peter is Spider-Man and accuses him of stealing Mary Jane. The next day, Peter confronts Mary Jane about this revelation which leads to a major argument. Harry lies to Mary Jane that Peter killed his father which she then tells Peter, believing this is the reason he is acting weird. Peter denies this and seriously injures a robber. Despite preventing the crime, he believes he is losing his discipline. As a result he seeks out Harry who transforms into the Hobgoblin, having been exposed to the OZ formula when Norman underwent his transformation. Shaw turns out to be Harry’s hallucination and orders him to attack Spider-Man. The two engage in a battle and Mary Jane arrives. Spider-Man saves her and battles Hobgoblin which alerts Fury who brings along a Hulkbuster unit which subdues the Hobgoblin. Spider-Man berates Fury for not discovering Harry’s power and hits the SHIELD chief. As a result Fury prepares plans to de-power Spider-Man. Peter returns home where Mary Jane is. There, Peter reveals he cannot trust Mary Jane and that his superhero life will always endanger her, therefore he breaks up with her, to Mary Jane’s horror. Mary-Jane attempts to cope with her break-up which results in Flash and Liz setting her up with Mark Raxton, a guitarist in a punk band. She sees his gig that night and gets a lift home with him where they share a kiss. However, Mary Jane regrets it and reveals she is going to try and win Peter back.
• First appearances: Hobgoblin, Killer Shrike

Warriors (#79-85)

• Published: August 2005 - January 2006
• Creative Team: Bendis / Bagley
• Plot outline: Hammerhead moves in on Wilson Fisk’s criminal empire as Fisk contends with a looming federal prosecution case. Hammerhead hires the Enforcers and blows up an old Fisk safe-house. Spider-Man visits the crime scene and battles Moon Knight who believes Spider-Man is a criminal. Spider-Man escapes and goes to confront Fisk who has hired Elektra as a bodyguard. Fisk informs Spider-Man of Hammerhead’s rise and advises Spider-Man to stop him. Spider-Man goes to Captain Jean De Wolfe who reluctantly agrees Hammerhead is the bigger threat. In Chinatown, Hammerhead and his goons attack martial artists Shang-Chi and Iron Fist. Spider-Man and Black Cat intervene but escape when Hammerhead throws a grenade at them. The Black Cat reveals she did not die during the “Cat and Kings” storyline and attempts to kiss Spider-Man, who nervously makes his excuses and leaves. Fisk murders his Number Two Mr. Dini and promotes Elektra. The next day, Mary Jane asks Peter if they are still friends which Peter confirms but they get into another argument ending with Mary Jane saying that the Spider-Man identity is becoming more important than Peter’s. Spider-Man meets Black Cat who goes to Hammerhead’s residence where they also meet Elektra, Moon Knight, Shang-Chi, Iron Fist, the Enforcers and Hammerhead. Hammerhead manages to hire Elektra from Kingpin and the Black Cat to his side and they battle the others. Spider-Man is caught in the middle but webs everybody up and calls Captain Wolfe. Everyone cuts through the webbing and Elektra defeats Spider-Man and Hammerhead, throwing them from the window. She stabs the Moon Knight before the Black Cat attacks her. Elektra is defeated when Moon Knight stabs her. The Black Cat admits she was wrong to change sides and makes it up to Spider-Man. She pins him up to a wall and begins to seduce him. Saying she will unmask him and kiss him. The Black Cat unmasks him and sees he's a teenager. Disgusted with herself, she throws up on his crotch and runs away. Captain De Wolfe is revealed to be on Fisk’s payroll and she informs him that the Moon Knight is in a coma and Elektra temporarily defected to Hammerhead’s side. Peter returns home late again and Aunt May orders him to stop skipping classes or she will kick him out.
• First appearances: Moon Knight, Shang-Chi, Iron Fist
• Notes: According to the letters section of Ultimate Spider-Man #83, this story arc occurs before Ultimate Spider-Man Annual #1.

Annual #1

• Published: October 2005
• Creative Team: Bendis / Mark Brooks
• Plot outline: Spider-Man continues to get bad press and his alter-ego Peter is isolated at school. Despite defeating Rhino, Spider-Man is blamed for interrupting the United States Army, which was going to apprehend the villain. At the school cafeteria, Peter sees Mary Jane talking to another boy so Peter leaves. Elsewhere, Kitty Pryde of the X-Men is also feeling lonely and talks to Jean Grey about meeting another boyfriend after her break-up with Bobby, otherwise known as Ice Man. Jean reads her mind and learns Kitty is contemplating ringing up Peter. Jean advises against it but Kitty does so and the two awkwardly arrange to meet up after Peter is finished at school. There they talk about their break-ups with Peter saying he does not feel safe with a girlfriend because she would be vulnerable to danger. Kitty states that a potential girlfriend with superpowers could look after herself but phases through a wall after realising how forward she sounded. She comes back when Peter is about to leave. He agrees with her as the Blackbird jet comes to pick Kitty up. They both admit they like one another and share a kiss. After Kitty is picked up and they exchange e-mail addresses, Peter rushes home to e-mail her only to find Kitty has already sent one.

Silver Sable (#86-90)

• Published: January 2006 - April 2006
• Creative Team: Bendis / Bagley
• Plot outline:Donald Roxxon orders the Silver Sable and her unit to locate and capture Spider-Man for questioning after the webslinger prevents another attack on his company, Roxxon Corporation. Sable’s team locate Spider-Man but capture Flash Thompson as opposed to Peter. Realising their mistake, Sable rebukes her unit but Flash manages to escape and goes public with his story, becoming a minor celebrity. Peter meets with new girlfriend Kitty Pryde after school, but ex-girlfriend Mary Jane sees this. As a result of Flash’s kidnapping, school security is stepped up. Mary Jane admits she knows Peter and Kitty are seeing one another and angrily storms off. Peter narrowly avoids the police checking his bag (which contains his Spider-Man outfit) for a random security check. As a result he attempts to bin his costume but cannot bring himself to do it. Likewise, he prepares to confess to Aunt May that he is Spider-Man but stops himself when she reveals her hatred for Spider-Man. Kitty rings Peter to tell him to take the fight to his potential captors. Spider-Man easily defeats Sable and her unit but becomes incapacitated by using the Sable’s phone to call the police. Unmasked, Spiderman comes round at Roxxon Corporation and reveals to Donald he was only saving innocent bystanders and does not know about a plot against his company. Sable scans Spider-Man’s finger prints which alert SHIELD. Spider-Man escapes but battles the Vulture, grudgingly saves a falling Roxxon after the Vulture attacks. Spider-Man eventually defeats the Vulture with some help by the Sable. Roxxon receives a threatening phone call which Fury and SHIELD locate and visit. The culprit is called the Tinkerer, a disgruntled former employee of Roxxon Corporation. He was responsible for making the Vulture’s suit and also created the robotic Slayers. SHIELD claim these inventions as their own and hire the Tinkerer to work for them.
• First appearances: Silver Sable, Wild Pack, the Vulture, Tinkerer, Spider-Slayers, Omega Red, Jessica Jones, Damage Control

Deadpool (#91-94)

• Published: April 2006 - July 2006
• Creative Team: Bendis / Bagley
• Plot outline: Spider-Man and Kitty (disguised as an unnamed alter-ego) battle the Ringer, combining together to defeat him. As Kitty is dating Peter in public, she wears the new costume to protect him from people who could make assumptions if she was to partner Spider-Man in battle. Peter returns home to find Aunt May about to go on a date. Meanwhile, Kitty returns home to the X-Mansion where fake versions of the X-Men incapacitate her. Spider-Man sees the X-Men’s jet, Blackbird on auto-pilot so he goes inside where he is led to the X-Mansion. There, he is incapacitated by a fake version of Kitty. It turns out to be Deadpool using his image distortion device, flanked by his team of Reavers, they restrain the X-Men and Spider-Man on a jet and drop them off on the island of Krakoa where a live television program films Deadpool and his team hunt and kill mutants. Spider-Man regroups with the X-Men and they battle Deadpool and the Reavers. Spider-Man unmasks Deadpool to reveal Professor Charles Xavier, but Spider-Man’s “spider sense” reveals it is Deadpool in disguise. The real Xavier is subdued and restrained in the studio, forced to watch his students battle. Eventually the X-Men and Spiderman defeat Deadpool and his Reavers and release Professor Xavier from captive. They steal a jet and return home. Late in the night, Peter and Kitty go to Peter’s house with Peter preparing to reveal to Aunt May that he is Spider-Man. However, May reveals on an answer machine that she decided to stay with her date, Miles Warren, for the night.
• First appearances: Deadpool, Reavers, Ringer, Bonebreaker

Morbius (#95-96)

• Published: July 2006 - August 2006
• Creative Team: Bendis / Bagley
• Plot outline: Set months ago, Spider-Man confronts a vampire but is saved by the vampire hunter Blade. In the present, Peter’s love life takes a difficult turn after TV footage of Spider-Man and Kitty on Krakoa Island results in Peter and Kitty unable to see one another in public. Kitty attempts to get Peter to go public with his dual identity, but Peter refuses, putting the relationship under strain. At the Bugle, Ben Urich reveals his latest story about a vampire. Bugle editor, J. Jonah Jameson debunks the story, claiming it is false. Peter requests and receives a copy of the report. That night, Urich is seduced by a female vampire who sucks his blood. After Urich is declared missing, Spider-Man visits the flat mentioned in Urich’s report where he finds the female vampire, Urich and the vampire Morbius. Unbeknownst to Spider-Man, Morbius is battling female vampire to save Urich, after taking a vow to combat vampirism. However, Spider-Man takes Urich to the hospital where they keep him overnight. Morbius arrives to reverse the condition by biting Urich but Spider-Man thinks Morbius is just going to make the condition worse and battles Morbius. The female vampire turns up and bites Spider-Man. Morbius kills her and Spider-Man allows him to taste his blood. Morbius reveals Spider-Man’s blood is genetically different and therefore he is immune to vampirism. Morbius shows Spider-Man a recovering Urich, informing him that his bite negated the earlier bite. At school the next day, Peter reveals his bites to Mary Jane but assures her he is immune to vampirism. He confides in her that he is seeing things someone his age should not.
• First appearances: Morbius, Jennifer Grünwald (named after the Marvel editor of the same name).

Annual #2

• Published: October 2006
• Creative Team: Bendis / Mark Brooks
• Plot outline: The Moon Knight recovers from his coma and escapes from police custody which panics police captain Jean De Wolfe, a corrupt official working for Wilson Fisk, the Kingpin. Spider-Man defeats the Shocker and takes him to the police station after a lawyer advises Spider-Man to do so in order to make criminal charges stick. At the station, Spider-Man visits meets De Wolfe who talks to him in private, tipping Spider-Man off to the whereabouts of a thug named the Kangaroo who is trying to get criminal territory. Spider-Man reluctantly accepts after De Wolfe claims she is powerless to act until they know he is committing a heinous crime. De Wolfe contacts Fisk to let him know she has Spider-Man’s trust. That day, Spider-Man arrives to subdue Kangaroo but the Daredevil is there first. Daredevil knew the Kangaroo’s whereabouts because he represented the Kangaroo as his lawyer, Matt Murdoch. Spider-Man saves Daredevil from the thugs. The two narrowly escape a rocket fired by the Punisher, who escaped out of jail after discovering the Kangaroo is becoming the main criminal underworld boss. Spider-Man battles the Punisher and the Moon Knight who also arrives to continue his idealist crimefighting campaign. Kangaroo begins to escape but Daredevil defeats him. The police arrive and De Wolfe commends Spiderman on stopping Kangaroo until she is murdered by the Punisher. Angry, Spider-Man brutally beats the Punisher, who claims De Wolfe was corrupt. Daredevil confirms the Punisher is telling the truth, revealing to Spider-Man that she worked for Fisk, which angers Spider-Man even more. That night, Daredevil meets Moon Knight and confides that he wants Fisk dead too. Daredevil reveals he is planning to put a team of like-minded individuals together to bring down Fisk.
• First appearances: Kangaroo

The Clone Saga (#97-105)

• Published: September 2006 - April 2007
• Creative Team: Bendis / Bagley
• Plot outline: Peter is unable to deny he still loves Mary Jane while on the phone to Kitty. He goes to the mall with Mary Jane but it is attacked by the Scorpion. Spider-Man defeats it but unmasking the Scorpion reveals it is a Peter Parker clone. Spider-Man visits the Fantastic Four’s Baxter building with his clone and unmasks himself to prove he is also Peter Parker. Meanwhile, Mary Jane is kidnapped at the OSCORP building by a disfigured Peter clone, Kaine. He infuses Mary Jane with the OZ formula which transforms her into an angry red beast. Peter attempts to find Mary Jane and goes to the old warehouse where he meets Spider-Woman, a female clone of himself. He returns to his house and finds Gwen Stacey, seemingly alive and well. Aunt May also arrives and is surprised at Gwen’s appearance. Peter admits he is Spider-Man and proves it by jumping on the ceiling. At that moment Richard Parker, Peter’s father arrives. However, Nick Fury and a squad of Spider Slayers circle the house and order the Parkers and Gwen to surrender. Gwen transforms into Carnage and attacks the Slayers. Fury orders the Slayers to destroy the house. May has a heart attack from the stress forcing an angry Peter to attack Fury before he is subdued. The Fantastic Four arrive and help Peter. Sue takes May to the hospital with Richard while Peter surrenders and Carnage reverts to its Gwen form. However, Spider-Woman arrives and takes Peter to OSCORP, revealing she is a clone of Peter and there are more as part of CIA/FBI experimentation. At OSCORP, Peter finds a bestial Mary Jane but she powers down when she sees Peter. The Fantastic Four take her to the Baxter building to cure her. Dr. Octavius, accompanied by Fury and the Spider Slayers reveals he got the OZ and is the father of the clones. Octavius works for the FBI after agreeing to work on their genetic experimentations instead of being imprisoned. He also states Richard Parker is a clone which Sue finds out at the hospital. Peter agrees to surrender to Fury if he allows him ten minutes alone with his clones and Octavius. They target Octavius who reveals he controls metal and kills Kaine and another clone. However, Peter and Spider-Woman defeat Octavius but Spider-Woman runs away, starting a new life elsewhere. Peter turns himself in but Johnny Storm takes him to the Baxter building where Mary Jane is seemingly cured. Peter admits he still loves Mary Jane and they kiss. Reed Richards informs Peter that he can take his Spider-Man powers away from him if Peter wanted too. Peter goes to the hospital to check his aunt who mutters he should get a better costume. Peter also learns from Sue that the clone Richard died. Fury meets him and states the Spider Slayers were made to combat Peter in the future because Fury expected him to snap and become a super-villain due to previous events, but admits he was wrong to think that. Mary Jane returns home and Peter stays at the Watsons while May recuperates. Peter and Mary Jane kiss as a distraught Kitty watches on. At the Avengers HQ, Fury has detained the Scorpion Parker and Gwen clone. Mary Jane wakes in the middle of the night and imagines the disfigured Peter behind her; in reality it is the real Peter who consoles her.
• First appearances: Scorpion, Spider-Woman, Tarantula, Kaine, Demogoblin, Henry Gyrich
• Deaths: Kaine, Tarantula

Ultimate Knights (#106-110)

• Published: May 2007 - August 2007
• Creative Team: Bendis / Bagley
• Plot outline: Mary Jane urges Peter to break up with Kitty, who is revealed to be their new class-mate. At lunch, Peter apologises to Kitty but she calls Peter her worst mistake. Spider-Man meets Daredevil, Shang-Chi, Moon Knight, Doctor Strange and Iron Fist on the rooftop and agrees to be part of the “Ultimate Knights” group but stresses they should not kill Kingpin but ruin him legitimately. Iron Fist tells Fisk about the group’s plans in order to protect his family, who Fisk has threatened. Moon Knight creates the Ronin persona and poses as Fisk’s bodyguard. This persona becomes dominant and attacks Midtown High School, incapacitates Kitty and knocks out Spider-Man, taking him to Fisk. Fisk concedes Spider-Man is only kept alive because Fisk owes Spider-Man's licensing rights. Fisk lies that Daredevil works for him and beats Ronin to the brink of death, knowing he is Moon Knight. Spider-Man interrupts an Ultimate Knights meeting and accuses Daredevil of being an informer. However, Daredevil refutes this as his heightened senses pin-points Iron Fist as the informer, which he admits. Iron Fist is used to distract Fisk at a later meeting. When Fisk realises this, he sees Daredevil holding his comatose wife and threats to kill her. Spider-Man persuades Daredevil to release her, but they order Fisk to permanently leave the country. Meanwhile, Moon Knight is shot in the head and left to die in a river, but he manages to survive through his alter-egos and hands himself in, confessing Fisk ordered the hit. As a result Fisk is finally brought to justice and arrested.
• First appearances: Ronin
• Trivia: This would be Bagley's final arc in his 110-issue run as the penciller for Ultimate Spider-Man.

The Talk (#111)

• Published: September 2007
• Creative Team: Bendis / Bagley / Stuart Immonen
• Plot outline: In a special issue where in Mark Bagley hands over the illustration of Ultimate Spider-Man to Stuart Immonen, Spidey faces the Ultimate Spot and has a talk with Aunt May. Fortunately May agrees with Peter is doing is ultimately good, and therefore supports his decision to be Spider-Man although she is concerned about potential danger she could find herself in. Peter gets May to promise she will not tell anyone about his secret identity.
• First appearances: Spot

Death of a Goblin (#112-117)

• Published: October 2007 - February 2008
• Creative Team: Bendis / Immonen
• Plot outline: After Norman Osborn escapes his incarceration at the Triskelion, he tries to redeem his public image by attempting to convince Spider-Man to tell the world that he was created from the OZ formula that he invented. He teams up with Electro, but Electro is soon defeated by Spider-Man and S.H.I.E.L.D. Carol Danvers kidnapes Peter, unmasks him, and puts him in a cell for questioning, but Peter is saved by Kitty. Danvers decides to use Norman's son, Harry, to draw him out. When Osborn attacks S.H.I.E.L.D., he causes Harry to transform into the Hobgoblin. After a brutal battle, Norman accidentally murders Harry by beating him to death. Osborn, sickened by what he's done, asks to be killed by S.H.I.E.L.D. Danvers gladly complies. In school, Peter gives Harry a eulogy, stating that in the end, he was a hero.
• Deaths: Norman Osborn (presumed, later recanted), Harry Osborn

Spider-Man and His Amazing Friends (#118-120)

• Published: February 2008 - May 2008
• Creative Team: Bendis / Immonen
• Plot outline: When Liz Allen's mutant powers activate, Peter and Bobby Drake attempt to calm her down. Just as they begin to succeed, Magneto arrives, and offers for her to join him. She ultimately decides to join the X-Men, who welcome her with open arms.
• First appearances: Firestar

Omega Red (#121)

• Published: June 2008
• Creative Team: Bendis / Immonen
• Plot outline: When asked why Peter and Kitty's project was destroyed, Peter explains how Spider-Man and Omega Red attacked the Daily Bugle while he was in possession of the project.
• First appearances: Ned Leeds
• Notes: Omega Red is seen escaping from the Triskelion building in #113 as Norman Osborn also makes his escape.

The Worst Day in Peter Parker's Life (#122)

• Published: July 2008
• Creative Team: Bendis / Immonen
• Plot outline: The Shocker defeats and kidnaps Spider-Man. He unmasks Peter and tortures him while Mary Jane & Kitty Pryde team up and try to save him in time.
• Notes: The Shocker invented many of his devices while working for Roxxon and reveals that the supposed pharmaceutical company is a weapons manufacturer.

War of the Symbiotes (#123-128)

• Published: August 2008 - January 2009
• Creative Team: Bendis / Immonen
• Plot outline: Eddie Brock explains about his alter-ego, "Venom", to random people before eating them. The Beetle appears and eventually fights Spider-Man. Afterwards the Beetle steals a piece of Venom and they get into a fight, and the Venom suit temporarily returns to Spider-Man before being removed by the Ultimates. The Ultimates take the symbiote away while Gwen Stacy escapes and returns to Peter's house. After threatening Peter at school, Eddie shows up at Peter's house and gets into a fight with Spider-Man and Carnage, regrowing the symbiote in the process. Venom turns into even more of a monster when he absorbs the Carnage symbiote and he escapes while a healthy Gwen lives with Peter again. Plus, the Beetle successfully captures and neutralizes Venom and takes him to Latveria.
• First appearances: Adrian Toomes, Beetle
• Notes: This arc is partly based on the Ultimate Spider-Man video game, loosely adapting it into Ultimate Universe canon. It changes or shortens much of the game over the course of several flashbacks, eventually leading up to the present day.

Annual #3

• Published: October 2008
• Creative Team: Bendis / David Lafuente
• Plot outline: During a conversation about their lives, Mary Jane broaches the topic of having sex with Peter, who becomes confused when she then begins avoiding him afterwards, only talking to him to say that she thinks the head of the school news channel has figured out his identity. Peter then meets a sympathetic police lieutenant who enlists Spider-Man's aid in finding and arresting a bank robber dubbed "Mysterio". After a failed attempt to capture Mysterio, Peter talks with Mary Jane about their previous discussion, making her realize she's afraid that since she brought up the possibility of their having sex but then said she wanted to wait, Peter will break up with her, like Flash did with Liz previously. Peter assures Mary Jane that even though he does want them to have sex, he's content to wait, and also that he wants to marry her.
• First appearances: Mysterio

Ultimatum (#129-133)

• Published: February 2009 - July 2009
• Creative Team: Bendis / Immonen
• Plot outline: Depicts the events that lead Spider-Man to Ultimatum including the return of Vulture and Spider-Woman. After Peter, MJ, Gwen, Kitty and Kong go for a night on the city, Aunt May is arrested, and taken into a police precinct, for questioning. The Ultimatum wave floods Manhattan, and millions die. While Kitty gets everyone out of the train, into safety, Spider-Man stumbles upon the Hulk. After this, Spider-Man and Hulk save some people from a burning building. Spider-Man sees Daredevil's fist coming out of some rubble and finds that Daredevil is dead. Hulk turns back into Banner (who knew Matt Murdock from the Hulk Murder trial in Ultimates 2) and believes that he has caused the enormous amount of damage to New York. While Spider-Man tries to calm him, he turns back into Hulk and attacks Spider-Man. Spider-Man then goes to Dr. Strange's house to find that a magical seal that keeps monsters trapped has been broken, and monsters are pouring out onto the streets. He is then plunged into a dream by Nightmare, but this stops when Hulk attacks Nightmare, repeatedly punching him. Hulk then causes a huge explosion which catches Spider-Man. Helicopters chase Hulk away after attacking Spider-Woman who arrives to investigate the explosion. Kitty shows up with Spider-Woman, who searches for Peter. Kitty finds a torn up Spider-Man mask, but no body. She then brings it to MJ who is at Peter's house along with Gwen, Kong, Aunt May, and Mary Jane's mom. The end shows the supporting cast mourning Peter's apparent death.
• Missing: Peter Parker (Believed dead by friends and relatives.)
• Deaths: Daredevil

Ultimatum: Spider-Man Requiem #1-2

• Published: August 2009 - September 2009
• Creative Team: Bendis / Immonen / Bagley

The mini-series, Ultimatum: Spider-Man Requiem #1-2 written by Bendis and art by Bagley and Immonen, would explore the lives of supporting cast of the Ultimate Spider-Man after the crisis of Ultimatum as how are they are living their lives without the webslinger, such as J. Jonah Jameson's eulogy to the apparent fallen hero and Peter Parker's loved ones' grief over his disappearance. In Manhattan, the military and the surviving Ultimates searches for survivors of Magneto's attack, and Captain America finds the unconscious Peter Parker within the ruins of the city, revealed to be still alive. The story serves as a bridge between Ultimate Spider-Man and Ultimate Spider-Man vol. 2.

Ultimate Spider-Man (Vol. 2)

The New World According to Peter Parker (#1-6)

• Published: October 2009 - March 2010
• Creative Team: Brian Michael Bendis (writing) / David Lafuente (art)
• Plot outline: Ultimate Comics: Spider-Man begins six months after the events of Ultimatum, and New York City is beginning to recover from Magneto's attack. The Daily Bugle is no longer being published and Peter Parker is now working at Burger Frog, a fast food restaurant. Gwen Stacy is living with him again. They are shown to be in a relationship together. An unidentified vigilante in a red cloak is seen breaking up a robbery before Spider-Man, now revered by much of the city, arrives. Later, an exhausted Johnny Storm arrives at Peter's house and passes out at the front door. Meanwhile, the Kingpin is revealed to be alive and now absolved of his past crimes, due to much of the evidence against him being lost. Mysterio soon appears in the Kingpin's office and proceeds to push him out of a window. As the media reports Wilson Fisk's death as a suicide, Mysterio takes responsibility and enacts a plan to become New York's new crime boss. Kitty Pryde illegally uses her powers at school, and is punished for it. Mary Jane attempts to videotape the incident as evidence of prejudice against mutants. Later, Spider-Man encounters a mother/daughter mutant team whom he fights. At the Parkers' home, Aunt May attempts to get answers out of Johnny Storm. Johnny Storm explains that following the death of his father he no longer feels able to return to the Baxter Building. Mary Jane and Peter's relationship continues to decline. Mysterio releases a hallucinogen in the middle of New York City as a distraction while he attempts to rob the Federal Reserve. Spider-Man confronts him and is hailed as a hero after Mysterio escapes. After talking with his sister, Johnny Storm moves into the Parker household with Peter, May, and Gwen. Mary Jane is held at gunpoint and is rescued by an unnamed vigilante in a red cloak, whom she believes is another teenager. Mary Jane tells Peter Parker this, and admits that she regrets breaking up with him. Johnny Storm moves into Peter's room and Peter moves into the attic. Later, Mysterio attracts Spider-Man's attention by creating an illusion of the Hulk, and uses this to ambush and defeat him. The vigilante in the red cloak returns to aid Spider-Man in escaping and defeating Mysterio. Spider-Man turns in a piece of Mysterio's costume to the police station. Bobby Drake turns up at Kitty Pryde's house, explaining that he was kicked out of his parents' home. Later, Kitty's mom tells her that her school is thinking of having Kitty expelled for using her powers. Bobby Drake was introduced to Aunt May and is now living with the Parkers. While at school with Bobby Drake and Johnny Storm, both with new secret identities, Peter is attacked by a Spider-Slayer sent by Mysterio. However the vigilante in the Red Cloak comes to his aid and the robot is destroyed. The cloaked vigilante is revealed to be Kitty Pryde.
• First appearances: The Bombshells
• Deaths: The Kingpin

Chameleons (#7-8)

• Published: February 2010 - March 2010
• Creative Team: Bendis / Takeshi Miyazawa
• Plot outline: Rick Jones is shown to have woken up from a coma that was induced by the Watchers shortly before the events of Ultimatum. Rick's mother believes her son is a mutant, and confides in her neighbor, May Parker. Aunt May then asks Peter, Bobby and Johnny to "suit up" and go talk to Rick. When they confront him he is startled and accidentally uses his powers to teleport himself and Spider-Man to a restaurant in Ann Arbor. They eventually teleport back to New York. Rick claims that he is not a mutant and that he was given his powers by a "floating eye". At this point Johnny Storm, realizing what had happened, tells Rick that he is the herald the Watchers chose. Rick teleports himself and the others to Project Pegasus in Wyoming, where they find the Serpent Squad in the middle of a heist to steal the Serpent Crown. They fight until Wendel Vaughn, the project leader, and S.H.I.E.L.D. Agents arrive to help. After they teleport back home, Rick names himself Nova and leaves in search of his purpose.

Tainted Love (#9-14)

• Published: April 2010 - November 2010
• Creative Team: Bendis / Lafuente
• Plot outline: In Brooklyn, the Bombshells appear and attack a truck full of money. Soon after, Spider-Woman appears and attempts to stop them, but gets shot out of the sky by the villains. Moments later, the Human Torch shows up and surrounds the thieves in fire, to which Spider-Woman beats them up. After the police arrive Spider-Woman runs away, and after being pursued by the Human Torch, gets asked out on a date. Meanwhile, Peter is pushed into the bathroom by Gwen, leaving Mary Jane and Kitty Pryde to cut his hair. A girl from their school walks in on them, and says how Kitty does not belong at the school, as she is a mutant. At home, Peter finds out that Johnny made out with his clone, and is disgusted with him. Though he finds he has bigger issues when, in the middle of class, Kitty is told to leave by a couple of Government agents. Peter tells her to run away. As Kong attacks the agents, Kitty helps him escape by phasing them through the floor. They fall into the sewers and flee. At a parent conference in the gym, the principal tries to explain that the situation is also the parents' fault, and that they control what happens to their students, but the parents continue to yell, so the principal quits his job, storming off, saying that the parents decide what happens next. At the Parker house, Peter, Bobby, and Johnny all decide to go to Kitty's house to try and help her, but as soon as they arrive, they are attacked by the Shroud, who is revealed to be her. She escapes after a long battle, and they let her be in the sewers. Meanwhile, Mary Jane reveals to her friend Jessica that she caught Kitty Pryde's escape from the government on tape. Aunt May tells Peter, Bobby, and Johnny that they should stop being super heroes until everything settles down. After the talk, Bobby mentions that he needs a job, and Peter helps him get hired at Burger Frog. At a lunch break, Gwen and Mary Jane reveal that Mary has a video of Kitty escaping the police, and they take it to the new Daily Bugle Online. After showing the video to Ben Urich, he says that they should report it, not show the video. Peter's spider sense then goes off, and he follows Mr. Jameson. He is then confronted by him, and Jameson knocks him out cold, revealing him to be the Ultimate Chameleon. He takes Peter's place, and arrives for a sit down with Mary Jane and Ben Urich. On the way home, Chameleon, disguised as Peter, tries to make out with Mary Jane in a taxi. She gets out and walks away angry, and Peter tells the driver to continue to Queens. (He finds out Peter's name, age, home, etc. through the kid's wallet.) After arriving at the house, he kills the driver, and finds his way up to the attic, where Gwen comes in and makes out with him. Later at school, Peter makes out with Mary Jane in front of Johnny, Bobby, and Gwen. Gwen storms off, while the two guys watch them in disbelief. Peter arrives home, only to get yelled at by Aunt May, as Gwen had ran home and told her. In the middle of May's lecture, he walks upstairs, after she mentioned they needed to put their costumes away to not cause trouble. He walks into the attic, breaks into Parker's bookcase, and finds the Spider-Man outfit. He calls an unknown person on the phone, saying they hit the jackpot. The Chameleon puts on the Spider-Man outfit, (along with the web shooters), and discovers that Peter is Spider-Man. He starts to run a giant crime spree, causing chaos everywhere and catching the attention of everyone, even the Parker household. Meanwhile, the real Peter Parker finds himself tied up with J. Jonah Jameson. After questioning why Peter was held hostage with him, (Jameson says he is hostage because he is famous), Jonah connects two and two together, and says that he knows who Peter really is. Meanwhile, the fake Spider-Man still wreaks havoc in New York, and calls his partner to tell him/her to get information out of Parker, but to kill Jameson. The partner is revealed to be a female Chameleon. She shoots Jameson, and threatens to do the same to Peter. Meanwhile, Aunt May tells Johnny and Bobby to suit up and find the fake Spider-Man and put a stop to him. They set out to also find the real Peter Parker before it is too late. The Human Torch and Iceman corner Spider-Man while he is trying to steal money from an armored car. After failing to convince the heroes that he is the real Peter, they attack him, and the Chameleon pulls out a gun. With no avail, the Chameleon shoots them with what appears to be an electric shock, and escapes. The two heroes chase him. Meanwhile, the female Chameleon tells Peter that she could have the fake Peter hurt Aunt May and everyone he loves, to which Peter screams at her and tries to break free. Suddenly, the Chameleon bursts in, and the two heroes arrive in time to freeze them in ice blocks and set Peter free. Afterward, Peter arrives home, with his life totally wrecked, the Chameleon twins are behind bars at S.H.I.E.L.D., and J. Jonah Jameson lies in a hospital bed, mumbling "Parker" to himself, revealing that he knows Peter is Spider-Man.
• First appearances: Chameleon, Camellia

Heartbreak City (#15)

• Published: December 2010
• Creative Team: Bendis / Sara Pichelli
• Plot outline: At the S.H.I.E.L.D. Triskelion, Carol Danvers tells Peter that he should stop being Spider-Man for a while and go home. She says that he has suffered enough. At home, Aunt May says that he should take some time off and talk to Gwen. She says that he should not punish himself, as he has been punished enough. At school, Gwen walks over to Mary Jane, who is in the library. She begins to cry, and Mary Jane lets her sit down. Gwen comes clean and says she forced Peter to be her boyfriend, and that she knew Mary Jane loved him. She says that Mary Jane is the perfect girl for him, because she can understand his life as a superhero. She says that they are done, because they have proof that if Peter loved Mary Jane she would love him back. She then storms off. At the hospital, J. Jonah Jameson reveals that he knows who Spider-Man is, but he won't tell. Ben Urich and Robbie Robertson say he should, but Jameson says he swears he will protect his identity forever. Back in Peter's classroom, Lana Baumgartner is transferred into his class, and Peter finds out that she is the daughter of the Bombshells. Peter talks to her about this, but says he will keep it a secret. Meanwhile, Gwen runs away from the Parker household, leaving May, Peter, Johnny, and Bobby.

Ultimate Spider-Man (original numbering)

Spidey's 50th Anniversary Special (#150)

• Published: January 2011
• Creative Team: Bendis / Lafuente / Pichelli
• Plot outline: In New York City, Spider-Man faces off against the Ringer. After a brief battle, Spider-Man beats the Ringer and is booed away by the civilians watching him. Meanwhile, at the Triskelion, Carol Danvers talks to Steve Rogers, Tony Stark, and Thor. They discuss what to do with Spider-Man. Tony says that the boy should be trained to be a better hero, Steve says that Spider-Man should be grounded, and Thor believes he should be rewarded. Carol then gets an idea. At Peter's house, after Carol Danvers and Aunt May have talked, she reveals to Peter that after school he will begin superhero training.

Super Hero School (#151-154)

• Published: February 2011 - April 2011
• Creative Team: Bendis / Lafuente / Pichelli
• Plot outline: Peter soon reunites with Gwen as she returns to the Parker house. She tells Peter she cannot be with him but remains his loyal friend. Elsewhere, the Black Cat steals the Zodiac Key, a powerful relic discovered by Wilson Fisk, prompting a visit from Mysterio. Felicia is at first hesitant to relinquish control of the key, but upon seeing its destructive power, gives it to the criminal. The power of the key is unleashed on New York City, forcing Peter and Tony Stark to battle Mysterio for control of the key. However, this Mysterio is revealed to be a robot powered by high tech virtual reality. Stark takes the Zodiac key and leaves the clean-up duties to Peter and Felicia.

Happy Birthday, Peter Parker! (#155)

• Published: May 2011
• Creative Team: Bendis / Chris Samnee
• Plot outline: On the day of Peter's birthday, he receives a call from Jonah Jameson, and arrives at the Daily Bugle to find he has his job back plus a full college tuition, a reward from Jameson for saving his life. Returning home, Peter finds a birthday party being thrown for him. Mary Jane gives him a gift from Tony Stark, which turns out to be upgraded web-shooters. Peter tells Mary Jane that he loves her. The two kiss, officially reuniting as a couple.

Death of Spider-Man (#156-160)

• Published: May 2011 - August 2011
• Creative Team: Bendis / Mark Bagley
• Plot outline: Norman Osborn, who was thought dead, turns out to be alive, and in S.H.I.E.L.D.'s custody. Despite their belief that Osborn no longer had powers, he is still able to transform into his Goblin form, and escape his cell. He then breaks several of Spider-Man's other villains out of their cells: Doctor Octopus, Electro, Sandman, Kraven the Hunter, and Vulture. Calling them "Men of God", Osborn is then able to lead them to freedom. They are then able to make it into New York City, and hide out in a building. Though no one saw where they hid, there are several witnesses to their arrival in the city, one of which was Ben Urich of the Daily Bugle. Meanwhile, Spider-Man heads into the conflict between the New Ultimates and the Avengers (as seen in "Avengers Vs. New Ultimates"). While observing the event from a distance, he gets a call from MJ. She tells him that she just found out, through the Daily Bugles website, that Norman Osborn is alive, and has escaped with some of Spider-Man's other enemies. She warns him that Osborn is going to kill him, and he should go back home to protect his family. Peter phones home and tells Aunt May and Gwen to go into hiding. Peter goes into New York as Spider-Man and sees Doctor Octopus's body, who's dead after refusing to take revenge on Peter, and sees The Punisher pointing a gun at Captain America. Spider-Man leaps and pushes Captain America out of the way, taking the bullet in the stomach. Meanwhile, Vulture and the other villains crash the Tinkerers hideout and force him to give them weapons. Kraven then tracks Peters' scent to his house, where the villains encounter Bobby Drake and Johnny Storm. After a brief battle, an injured Spider-Man arrives, the bullet wound in his stomach webbed over and having lost his mask. After quickly dispatching Vulture he challenges the other villains to attack him. The battle soon draws the attention of the entire neighbourhood, who soon surround the area, glimpsing Peter without his mask and deducing his identity. Some begin filming the battle on their mobile phones. Peter is bombarded by assaults from the Vulture, Sandman, and Electro, but before Electro can finish off Peter, he is shot in the chest by a returning May Parker. The bullet wound causes Electro to unleash an electrical barrage that neutralises Vulture and Sandman. The battle appears to be over until Norman Osborn awakens, lunging straight for Peter, Aunt May, and Gwen Stacey. Peter grabs them both and jumps to safety with the Green Goblin following quickly behind. Peter frantically instructs Gwen to not listen to anything Aunt May says and to get her as far away from the battle as possible. Meanwhile, Mary Jane is at home watching the news and trying to get in touch with Peter on the phone. When she sees the sparks in the sky coming from Peter's neighborhood, she tries to leave the house but is stopped by her mother. Meanwhile, Peter fights against the Green Goblin but realizes he is too weak to win the fight alone. Peter wakes up a sleeping Johnny Storm from the front lawn, who leaps into battle with Osborn and tries to burn him. Norman, however, absorbs the entirety of Johnny's attack, sending Johnny back down to the Parkers' front lawn. Desperate and faced with a super-powered Goblin, Peter begins to mercilessly beat Osborn with a mail box while verbally berating him, asking what the point of killing Spider-Man would be. Peter quips that killing him won't bring back Harry, nor will it restore his industrial empire, while throwing him into an open fire hydrant. Osborn's response is, "But you'll be dead." Peter, seemingly resigned to dying, clenches his side as the Goblin bears down on him, when suddenly a speeding (stolen) van driven by Mary Jane hits the Goblin, momentarily incapacitating him. Peter punches through the windshield to rescue Mary Jane, kisses her, and throws her to safety in a web that he spins. Osborn tries to crawl out from under the van, angry and vowing to destroy Peter's life and family like Spider-Man destroyed his. Peter, completely exhausted, lifts up the van and slams it repeatedly down on Norman. Suddenly the van explodes, throwing Peter at the feet of Johnny Storm and his neighbors. Johnny remarks that he thinks Peter got Osborn in the explosion. MJ, Gwen and Aunt May all show up simultaneously. Aunt May begins to cry while MJ and Gwen ask where the ambulances are. Peter, in his last breath, says to Aunt May "It's okay... I did it. Don't you see... it'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..." He smiles up at her, then his eyes gloss over. Johnny checks for a pulse as the rest of the Parker family looks on in wide-eyed disbelief. His expression confirms their worst fears: Peter Parker is dead. Amid the screams of anguish and grief, we see the flaming body of a powered-down Osborn in the wreckage, whose expression goes from lifeless to a slight smile; suggesting he's still alive or happy that he managed to kill Peter Parker.
• Deaths: Doctor Octopus, Spider-Man.

Collected editions

Ultimate Spider-Man has been collected in the following trade paperbacks:

Ultimate Spider-Man has also been collected in the following hardcovers:

Ultimate Spider-Man has had six Premiere Hardcovers printed:

Ultimate Spider-Man has been collected in the following Marvel Omnibus editions: