Ultimate Spider-Man #105

Issue Date: 
April 2007
Story Title: 
Clone Saga: Epilogue

Brian Michael Bendis (writer), Mark Bagley (pencils), Drew Hennessy (inks), VC’s Cory Petit (letters), Brad Johansen (production), John Barber (associate editor), Ralph Macchio (editor), Joe Quesada (editor-in-chief), Dan Buckley (publisher)

Brief Description: 

Reed Richards has just informed Peter that he doesn’t have to be Spider-Man anymore! Peter is shocked to hear that Mr. Fantastic can actually “cure” him of the Oz-serum that gave him his powers. Peter wants to think about it, and properly thanks the FF for all of their help and saving MJ’s life. But now he wants to go check on his aunt and leaves MJ with Reed, so he can keep an eye on her. He kisses her goodbye and Johnny flies Peter over to the hospital. However, just as they have left, Nick Fury and some members of the Ultimates arrive at the Baxter Building, intending to arrest Peter for what happened in Queens tonight. The Thing strongly defends Peter for saving the day and being the hero. However, it is MJ who convinces Fury not to arrest Peter and to leave him alone, by telling him that, despite everything, Peter admires Nick and wants to be just like him when he grows up, and even be on his team. At the same time, Kitty and the other X-Men have arrived at Peter’s destroyed house but aren’t allowed by SHIELD to interfere. However, Jean telepathically picks up about Aunt May’s heart attack and Kitty has Cyclops bring them to the local hospital. There, Peter thanks Sue for taking care of his aunt. Sue also informs Peter what happened to his father, but he had already pieced that together. After she leaves, Peter is very much alone, and now realizes he should have told May about his life as Spider-Man, but was too scared about this exact situation happening. To his surprise, he is joined by Fury, who has been swayed by MJ and tells Peter that he trusts him now. After he departs, May wakes up and she’s not angry with Peter anymore. Watching this from outside, Marvel Girl is pleased that Kitty did not convince the Professor to telepathically remove Aunt May’s knowledge of Peter’s super-hero identity out of her mind. Back in Queens, MJ reunites with her mother, even as SHIELD Agent Sharon Carter explains a cover story to the gathered neighbors what happened there tonight. Later, Peter and his female clone, Jessica Drew, meet and explain to each other what happened since they last saw each other. They say their goodbyes, with Jessica taking off on her own. The next day, Fury is back at the Triskelion, where he has a scientist lead him into a room which holds the bodies of the Scorpion-clone and the Gwen Stacy clone in stasis tubes. Fury orders the scientist to get to work. Peter and May are welcomed to stay at MJ and Anna’s house for now. MJ is glad with this and also that she and Peter are back together. They kiss, not noticing that Kitty was watching them. That night, MJ wakes up in bed. When she goes to brush her teeth, her hands shake and, in the mirror, she sees an image of the Peter-clone with the scarred face. When she turns around, she finds the real Peter behind her, who wanted to check up on her. MJ freaks out and Peter does his best to comfort her.

Full Summary: 

The Baxter Building…

Peter is more than surprised when Reed Richards tells him he doesn’t have to be Spider-Man anymore. When MJ asks him if he really doesn’t want to be Spider-Man anymore, Peter doesn’t know. Johnny gently places his hand on Peter’s shoulder, reminding him that nobody would blame him for that after what happened tonight. Peter knows, and asks Reed for some time to think about it. Reed promises Peter it’s entirely up to him. MJ can’t believe it as well.

They both thank the Fantastic Four for saving MJ’s life. Peter says he can never thank them enough for saving MJ and coming to his rescue. He apologizes, but he has to leave and go see his aunt. MJ wants to come as well, but Peter doesn’t want her to. He explains Doctor Richards needs to keep an eye on her and he has some things to do. And after that, he tells MJ that she really needs to go find her mom, as she’s completely freaking out. Peter gives MJ a big kiss on her mouth, which shocks her a little. Johnny grabs Peter by his arms and flies him towards the hospital.

As they depart, Captain America, Iron Man, the Wasp and Nick Fury arrive, floating in mid-air right outside the Baxter Building. When Fury asks where Peter is, the Thing claims he doesn’t even know who that is. Fury reminds the Fantastic Four he’s this close to bringing them all in on charges, but Ben just counters by asking why Fury is treating Peter like he’s the bad guy. He’s not. Fury agrees with that, but explains Peter was the weapon of choice of the bad guy and that situation has not been contained. Ben adds that none of this was Peter’s fault. He reminds Fury he has the bad guy now. In fact, it was Peter who beat up the bad guy and gave him to Fury. Fury is headstrong in his believe that this is a situation that needs to be contained.

Speaking up, MJ tells Nick that Peter looks up to him like a father. She asks Fury if he knew that. She jokes Peter will kill her for saying this, but it’s true. Peter wants to be Fury when he grows up and be on his team. Peter wants to be the greatest super-hero in the world. Even after all this. She can’t understand Fury wants to toss him in jail because of what happened there. Having had her say, MJ grows quiet after that for a moment, simply smiling. Fury looks speechless.


The X-Men are all in the Blackbird. Storm asks Cyclops if the cloaking device is on, which he confirms. Concerned, Kitty looks outside the plane’s window, as she can’t see Peter’s house, but Wolverine helps her out and points her in the right direction. Kitty is shocked to find Peter’s house half-destroyed. Storm warns Kitty they can’t interfere because SHIELD doesn’t want the X-Men in this, and she can only get a look. <>

Below the plane, a large group of people have gathered around Peter’s house and stare quietly at it. SHIELD agents have arrived as well, some with jetpacks, hovering in mid-air and holding their guns ready. Kitty wants to find Peter, so Jean tries a telepathic search. She picks up some random thoughts from the SHIELD agents and informs Kitty that Peter’s aunt had a heart attack and is now at the First Baptist hospital. The X-Men immediately fly over there.

Meanwhile at the hospital…

Sue is guarding over May, who lies sleeping in a separate hospital bed. Peter opens the drapes and walks in, while Johnny waits outside. Peter asks Sue if May is alright, and she explains May had a heart attack. Peter thinks it’s his fault, but Sue wants to tell Peter something else, which isn’t easy to say. Peter thinks aloud that it’s about the guy that isn’t really his father, which Sue sadly confirms. Peter knows that “his father” was just a clone that didn’t make it. Sue explains she took care of it with the hospital. Peter explains he started putting it all together at the end. He isn’t sure how he’s supposed to feel right now.

Sue doesn’t know how she would feel either. She asks if the bad guy was caught, which Peter confirms. She suggests he focus on that, then. As Sue begins to leave and check on her family, Peter thanks her and her family for all their help. She says that isn’t necessary and leaves Peter alone with his aunt.

Silently, Peter looks at his aunt, and soon after begins to cry. He now realizes he should have told her, but the reason he didn’t is because he was scared this would happen. This exact thing, and it happened anyhow. And the same thing happened to MJ. Peter was so scared of this one thing happening to the both of them and tried so hard not to make it happen, but it did anyhow. And now, Peter also knows why: it’s because he was lying. He was lying to May and didn’t trust her as much as she trusted him, and what hurt him most was May saying he wasn’t her son. Because… Peter feels he is May’s son. He has to be, because to him, May is his mom.

Suddenly, Peter’s spider sense goes off, and he angrily wonders what’s going to happen now. Nick Fury opens the drapes, with Iron Man and Cap standing behind him. Still in tears, Peter silently but angry glares at Fury. Entering through the window, Nick asks the two Ultimates to wait outside. He then asks Peter if he knows why he came to his house tonight. If he knows why he had to invent Spider-Slayers. When Peter says he doesn’t, Fury explains it’s because the situation was in the open, out of control and an immediate threat to civilian life. And Peter was the center of it and the situation had to be resolved quickly. Peter shouts at Fury he had an army of his clones all ready to go, just in case one day a bunch of clones of him happened to be invented and happened to go all nuts. Peter sarcastically compliments Fury on the forward thinking. Fury reveals he actually made the clones to take Peter down.

Peter is shocked to hear that and wants to know why. A bit ashamed, Fury answers it’s because he’s a study of human moves. And with all that has happened to Peter, with all that’s been said and done to him and by him, it looked to Nick as if they were all to witness to the birth of the next big super-villain, and he just wanted to be ready. Peter’s surprised Fury actually thinks he’s going to be a super-villain. Fury reminds Peter of everything that’s happened to him, making him well within his right to snap. And it’s his job to be ready if and when someone like Peter does that. Fury reminds Peter of his dad, his uncle, Harry, the vampires, Doc Ock and even the Kingpin. Peter even flipped out at him back at the pier that day. It looked like Peter was going to snap. “But I didn’t!” Peter proudly replies. Nick knows, and is glad that, even after what happened today, Peter still didn’t. Peter smiles that means Fury was wrong.

When Fury agrees, Peter happily shouts out: “THANK YOU!” at Fury for admitting it. Fury gently touches Peter’s shoulder, explaining that, now, he sees that the opposite is true. Now he’s seeing he’s watching the birth of someone really special. Peter doesn’t really know what to say to that. Continuing his line of thought, Fury concludes that that is… if Peter doesn’t mess it all up before he graduates high school! Nick wants to leave Peter alone, but Peter holds him back, asking Fury if he’s going to see Reed now. When Fury confirms, Peter asks Fury to thank Reed for the offer, but he thinks he’ll pass on it. With that, Nick leaves.

On that moment, May wakes up and, with a sore voice, asks Peter if he’s okay. Peter cries again, asking May if she’s okay. She wants to know what’s going on.

Outside, Jean and Kitty are waiting. Jean picks up May’s thoughts and telepathically informs Kitty that she knows Peter is Spider-Man. Kitty tries to reach the Professor at the school, and he hears her. Kitty asks the Professor to psychically make May forget Peter is Spider-Man and make her forget what happened tonight, but Charles replies can’t do that. Kitty is in angry disbelief, replying that Xavier actually can. She believes Peter doesn’t want his aunt to know about his identity, and thinks it’s a mistake she found out. Charles doesn’t think it’s in his place to do this, and explains people need to live their lives, adding that life has its consequences. Kitty shouts at Xavier that if May were trapped in a burning building, he’d pull her out, and she doesn’t see the difference. He even let Jean physically block people from seeing them standing here, so she still can’t see the difference. The Professor reminds Kitty she knows that’s not what the X-Men do. Kitty says she hates the Professor for this and angrily runs away. Jean tries to stop her, but can’t. Jean tells the Professor that maybe Kitty is right, but he still doesn’t think so.

Peter is so glad May is alright and can’t stop crying. May jokes Peter that he wears a terrible costume. Peter jokes back he knows, and they share a hug. Jean looks inside, and now understands the Professor was indeed right. She walks away.


Standing on a truck and being guarded by Gyrich and some SHIELD agents, Sharon Carter tries to explain to the gathered neighbors what happened there tonight. Sharon introduces herself as the leader of Nick Fury’s anti-power-terrorism task force. She pretends what happened was an unnaturally-powered villain attack. She also lies that nobody in the neighborhood was the target and, she adds, though they have to keep most of the details confidential due to national security issues, she can say a few things. Thanks to Nick Fury and his team, they were able to evacuate the neighborhood before any casualties were met. They do want to make it perfectly clear that, unlike what was reported by some of the cable news networks, that this was not an act of mutant terrorism.

And they’d also like to thank the man known as Spider-Man for his invaluable help. Sharon calls Spider-Man a true hero, and says that everyone in this neighborhood owes him a debt of thanks for his selfless behavior here. Following this statement, all of the habitants will be led back to their homes. She admits there is some property damage and promises the people if they feel they can’t stay in their home or don’t feel safe, they will be provided lodging.

In the crowd, MJ rushes her way to her mom, who’s holding her daughter’s picture close to her. Anna immediately recognizes MJ’s voice of course and is thrilled to hear it. They both happily share a hug with Anna wanting to know where MJ has been. SHIELD Agent Woo approaches the two and asks Ms. Watson if they can talk privately.

Elsewhere in the city…

Peter jumps on the roof of an old, abandoned factory and finds Jessica standing on it, smiling. He thought he’d find her here, he tells her. However, Jessica replies that she knows and says that that was the reason she came. Peter finds that weird. Jessica does too, adding that everything that happened tonight was weird. Peter sarcastically congratulates Jessica for being the last clone standing, to which Jessica responds that she just hopes she doesn’t die. Peter asks Jessica how she feels. She feels good but hungry. Peter does, too.

He suggests Jessica should go to Nick Fury and have him run some tests on her, but Jessica doesn’t want to. When he warns her she could die if she doesn’t, Jessica rejoins to Peter that he could die running into a giant mechanical… Peter cuts in, adding “in a Rhino suit.” Jessica warns Peter he’s stepping on her jokes, but Peter defends it’s his jokes she’s telling. He informs Jessica they’re okay with Fury now, but Jessica doesn’t think the same goes for her. She’s done with shadowy figures of authority and people in white coats for a while.

Peter asks Jessica what she’s going to do, and to his surprise Jessica says she thought she’d go to school with Peter. Seeing Peter’s shock, Jessica laughs hard, promising Peter she’s kidding. Actually, she thinks she’s going to go elsewhere and start a life and be Jessica Drew and not Peter Parker because she kind of already is. Peter replies that, the minute Jessica started thinking for herself, she already became Jessica. Jessica thanks Peter for the joke, comparing him to Michael Keaton for saying it. She admits she thinks she’s going to do that. Peter asks Jessica if she’s going to be a super-hero, but she isn’t sure. Peter jokes Jessica can be Spider-Girl if she wants to, but she prefers Spider-Woman. She asks if Peter has any money, but he says he doesn’t… which reminds her she really needs some. Peter warns her not to rob a bank because that will make him look bad.

Peter also informs Jessica Aunt May knows he’s Spider-Man now, and that she’s okay. At least, she will be. Jessica asks about MJ, and Peter is glad he dodged that bullet. Jessica thinks Reed Richards is awesome, and that they should both be him when they grow up. Peter finds this to be an odd conversation. Jessica agrees and thinks she’s going to take off. They’re both quiet for a while, not sure how to say goodbye, until Jessica asks Peter if he’s ready for the most awkward hug ever. Peter doesn’t know what to say, so she just hugs her. It takes Peter a while to react, but he hugs Jessica back, and smiles. She smiles too.

Jessica says goodbye and, as webs come out of her fingers, she web-slings away, leaving Peter alone. He still smiles, and finds Jessica’s organic web shooter cool.

The next day, at The Triskelion…

Fury, with Tony Stark and some other people standing behind him, asks a scientist to “show him.” The doctor opens a door, which access a big room. Fury walks in it, and sees two holding tanks with the bodies of the Scorpion-clone and Gwen Stacy in them. He quietly stares at them. When the doctor finally asks the general what to do, Fury orders the scientist to get to work.


Peter stands in front of his destroyed house. MJ and her mom appear behind him, and she asks her mom for a moment alone with Peter. Anna refuses to let MJ out of her sight, but MJ tells her to just go stand a short while away from them, and she does. MJ walks over to Peter and they hold each other’s hand. Peter asks MJ about the Norman Osborn explanation she gave her mom. MJ says she believed it, and wants to leave it at that. Peter thinks that perhaps they should tell MJ’s mom what really happened, but she doesn’t think so. Peter jokes he should start blaming Osborn for everything.

MJ tells Peter he’ll stay at her place, to which he replies he thinks he’ll have to, because he and his aunt sure can’t afford to fix this. MJ smiles that means Peter will stay with her forever. Peter promises MJ he meant what he said before, and she warns him he better does. He asks how she’s feeling. She thinks she’s okay. As a crowd gathers to gawk at the ruins of the Parker home, Peter and MJ simply smile at each other.

Peter found all this so weird. MJ smiles she doesn’t remember a thing of it. Peter feels exhausted. MJ doesn’t want to go school today and is sure they’ll get the week off. Peter jokes she sure is the “half-cup full girl.” MJ is just glad she got Peter back. All said and done, nothing else matters to her.

Peter and MJ kiss. MJ takes Peter’s hand, wanting them to go home. Peter smiles and follows her, and fails to notice one thing. Kitty has been standing in the crowd in her civilian clothes, and saw the whole exchange, including the kiss. As the crowd disperses, Kitty still stays, shocked about what she just saw.

Later, at 5:55 PM…

MJ wakes up in bed. She gets up and goes to check on Peter, who’s still sleeping in the other room. She smiles and goes to the bathroom to brush her teeth. Suddenly, her hands start to shake heavily. She holds it tightly until it stops. When the shaking ends, MJ smiles, glad it’s over. On that moment, she sees the image of the Peter-clone with the scarred face in the mirror, who asks MJ if she’s okay.

MJ freaks out. She turns around, only to recognize the real Peter standing behind her. MJ pulls back and screams. Peter gently places his hands on her face and tries to calm MJ down. He tells her it’s okay, and they embrace.

Characters Involved: 


Mary Jane Watson

Aunt May

Anna Watson (MJ’s mother)

Colossus, Cyclops, Iceman, Marvel Girl, Professor X, Shadowcat, Storm, Wolverine (all X-Men)

Captain America, Iron Man, Wasp (all Ultimates)

Agent Woo, Nick Fury, Sharon Carter (all SHIELD agents)

Henry Peter Gyrich

Human Torch, Invisible Woman, Mr. Fantastic, the Thing (all Fantastic Four)

Franklin Storm (father to Sue & Johnny)

Jessica Drew/Spider-Woman

a SHIELD scientist (unnamed)

various SHIELD agents (all unnamed)

various Queens residents (all unnamed)

in holding tanks at the Triskelion:

Scorpion (one of Peter Parker’s clones)

Gwen Stacy

Story Notes: 

Peter’s joke that Jessica could take the name Spider-Girl is what his daughter’s codename is in the alternate, futuristic series Spider-Girl and it’s follow-up series, The Amazing Spider-Girl.

Spider-Woman is what Jessica Drew is called in the proper 616 universe.

This story obviously takes place before Ultimate X-Men #78, where the Professor is killed by Cable.

Issue Information: 
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