Ultimate Spider-Man #107

Issue Date: 
May 2007
Story Title: 
Ultimate Knights: part 2

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

Brief Description: 

Kitty is the newest student at Peter and MJ’s class, much to their disliking. Both Jessica Jones and all of the other students ask her lots of questions. Some of the students recognize Kitty from television, leading to a flurry of questions, causing her to freak out and flee the class. The teacher scolds the students for their behavior to Kitty, while she was nothing but nice to them. Nobody notices that Miss Jones has taken a picture of a sad Peter on her mobile phone. Later, Peter has a talk alone with Kitty but she is too upset with him. That afternoon, he visits a sleeping Aunt May at the hospital, but can’t stand the time passing by so slowly. He puts on his Spider-Man costume and web-slings through town, where he, against better judgment, decides to accept Daredevil’s offer and meet up with him on a rooftop. There, besides Daredevil, Spider-Man also recognizes some other familiar faces: Dr. Strange, Moon Knight, Iron Fist and Shang-Chi, all of whom want to kill the Kingpin. Spider-Man is adamantly against this and promises he’ll tell Nick Fury if the guys decide to do it. Another option they discuss is to try again what Shang-Chi did earlier: create a new identity of a super-human to become Kingpin’s newest bodyguard and so infiltrate his tower where they can hurt him most. The group decides to go through with this plan. After the meeting, Iron Fist informs somebody about what his friends are planning to do. He explains that he betrays them because he refuses to go to jail for anyone. This somebody thanks Iron Fist for the info and, if it turns out to be true, he has certainly earned the friendship of… the Kingpin!

Full Summary: 

Peter’s teacher welcomes Kitty into her new class and suggests she takes the empty seat next to Mary Jane. Kitty does as told, while MJ and Peter look shocked, though remain silent. Behind them, the other students are all whispering to one another. The teacher asks the class if they’ve got any questions for Kitty. Jessica takes a picture of Kitty with her cellphone. The teacher remarks that the principal said she was a mutant. As she takes some books out of her bags, Kitty confirms it.

Kong recognizes Kitty as one of the X-Men, which Kitty confirms this as well. When Kong asks if she got kicked out, Kitty just says they parted ways. Kong still thinks Kitty got kicked out and asks what she did. However, Kitty repeats that she wasn’t kicked out and just parted ways with the X-Men. Flash asks about Kitty’s mutant powers, while Kong actually wants Kitty to show her. She is against it, but Kong keeps insisting so she agrees to do it. She picks up a book and phases her hand through it. The students are all stunned and Kong asks if that hurts. “No,” Kitty smiles.

Liz angrily says that Kitty thinks she’s better than them. Kitty denies it, but Liz remarks Kitty calls her “Homo superior.” Kitty mocks she didn’t coin the term, though Liz doesn’t care, as that’s still what Kitty calls herself. Kitty makes it clear she believes everyone is equal, but Liz still doesn’t buy it. As MJ tries to calm Liz down, Kitty explains she didn’t say that she was superior or even hinted at it. She’s sure there are tons of things Liz can do that she can’t. Kitty mentions she’s not very good at math and maybe Liz is. Liz says she isn’t, to which Kitty’s point has been made.

Flash asks Kitty if she fought Magneto. She confirms it and wants to tell an exited Flash about it. Jessica again takes a picture of Kitty with her mobile phone, remembering that she’s the one dating Spider-Man. Kitty asks Jessica who she is. Jessica introduces herself as the student executive producer of the school television news. “Great,” Kitty sighs as she quietly looks at Peter, who doesn’t say a word.

Kitty denies that she’s dating Spider-Man. Flash thinks that’s why Kitty is going to school here. Because she’s dating Spider-Man and everyone thinks he goes to school here. Kitty again says she isn’t dating Spider-Man, but Flash does believe and that means the web-slinger goes to school there. Kitty repeats she doesn’t know what Spider-Man does because she isn’t dating him. To this, Kong smiles it’s good to know Kitty is single. The teacher suggests that the class leave Kitty alone for now and go back to their curriculum. After all, it’s Kitty’s first day there and it’s obviously a big deal.

Ignoring this, Jessica interrupts the teacher and asks Kitty why exactly she and Spider-Man broke up. Kitty glares at Peter, who doesn’t look back. She phases through a shocked Flash and through the wall. She emerges through some lockers, and lots of students see this. They all stare at Kitty who runs away.

Flash mocks that he’s got “first dibs” on Kitty. Kong disagrees, joking Flash doesn’t even like girls. Flash disagrees, mocking that he likes Kong’s mom. They argue about it, until the teacher slams his fists on his desk shouting it’s enough. Kitty was nothing but nice to them and what do they do? They make her feel cheap and a freak and unloved. While the teacher says this, Jessica looks at a picture from Peter she took on her phone, and notices how sad he looks.

Later, outside…

Peter and MJ find Kitty sitting on the tribune. Upset herself, MJ tells Peter she’s sitting on her spot. Peter wants to go talk to her, and MJ warns Peter not to be mean. She’s going through hell. Peter promises he won’t. MJ knows but she just feels bad. Peter jokes MJ should, because she stole Kitty’s boyfriend away from her. He’s the most popular super hero right now, and quite the catch. MJ looks angrily at Peter and he realizes he’s in trouble. MJ asks if Peter asked Kitty to transfer there, which he denies. She then asks if Peter didn’t even hint at it. “Yeah,” Peter jokes, he said to Kitty, “You should leave that cool private school with your own plane and the coolest workout room… ever. And you should come here and have beans three days a week.” Oh, and the wedgies. Peter jokes MJ should have seen Kitty’s eyes light up when he told her about the glorious wedgies.

MJ smiles that girls don’t give wedgies. Peter knows, but girls do give verbal wedgies. This, MJ has to confirm. Peter promises he didn’t know Kitty was coming there. He swears. He hasn’t even spoken to her. MJ asks how Kitty knew she and Peter had broken up. That’s what Peter wants to find out now. He tells MJ he’ll talk to her later. MJ asks Peter if he’s going out later and be Spider-Man, but he reminds MJ he’s got his aunt to worry about. He walks over to Kitty.

Peter says hi to Kitty, but she just tells him to leave. Peter asks Kitty if she doesn’t want to talk, but she gets upset about that, saying it’s a bit late for that now. Peter mentions he has been trying to call Kitty. However, Kitty thinks Peter should have gotten his butt on a train and come to Xavier’s and told her he was breaking up with her in person. Peter reminds Kitty he has been a little busy. And, she’s not at Xavier’s so that trip would have been a waste. And Peter wants to know why exactly Kitty isn’t at Xavier’s. Kitty doesn’t think that matters, but Peter says it does. Kitty lies Xavier politely asked her to leave. Peter doesn’t understand. Wiping a tear from her eye, Kitty says the school was too crowded and she made Xavier’s choice very easy by letting him have it when he refused to go into Peter’s aunt’s mind and make her forget he’s Spider-Man.

Peter is startled to hear that. Kitty informs Peter that she and the X-Men saw him on TV and came to help. By the time they got there, it was over and they found out Aunt May had had a heart attack. So, she and Jean went to the hospital and Jean read Peter’s mind and she asked Xavier to help him out with his mind powers but he wouldn’t. And she lost it on Xavier like she’s never lost it on anyone. Peter doesn’t know what to say. Kitty asks Peter if he’s feeling bad now. He is, and she says that’s good. Peter tells Kitty that was an incredibly cool thing she wanted to do, but he wouldn’t want Xavier to do that as well.

Kitty is confused. She knows Peter didn’t want Aunt May to know. That he wanted to tell her on his own time. Peter knows, but it happened and, when stuff happens, he’s got to take responsibility for it. Kitty recalls that’s what Xavier said. But, Peter appreciates the thought, though. However, he still wants to know why Kitty is here. Kitty explains that her mom moved eight blocks away so now she goes to school here, of all the juicy joints to chose from. Peter agrees it’s crazy. Kitty mentions she arrived just in time to find out by coming to Peter’s rescue, only to see him making snuggle noses with Mary Jane! With whom Peter has been in love with the entire time and Kitty knew this.

Peter promises it’s not about Kitty, but about MJ and that he almost lost her. Kitty isn’t really glad to hear that. Peter exaggerates that he really almost lost MJ. Really lost her. And he realizes that he made a stupid mistake. Kitty gets upset believing she’s that big mistake. Peter wants to say something, but Kitty interrupts. She says she can’t wait until they’re seniors. They get yearbooks and Peter can write in hers that she was his “big mistake.” She takes her bag and phases through the tribune, leaving Peter alone. Below, MJ was watching the whole time. Her hand starts to shake heavily, and she holds the shaking hand with her other hand hoping to make it stop.

Later that night…

Peter is at the hospital visiting his aunt May, who is asleep. He thinks he needs a vacation, thinking about finding his clone, Jessica, and hang out with her. He hates the idea that his clone is having a better life than he is. He stares at the clock and notices it’s only 7:45 PM. Peter thinks about going to the movies and just relaxing. He hated the talk he had with Kitty and the fact that everything nasty she said about him is true. But that talk will be nothing compared to the one he’s going to have with Aunt May once she is recovered. That’s going to be even worse and Peter’s worried he’s going to give her another heart attack when they discuss the mess he has been giving her this year. Peter stares at the clock again and sees only two minutes have past. He tries to make himself stop from thinking he isn’t interested in seeing what Daredevil is planning against the Kingpin.

He does his best not to put on his costume, but can’t resist it. He web-slings through town and lands on a rooftop where he sees “a rooftop filled with crazy people.” One is Dr. Strange, who is on TV more than he sleeps. Another guy is Iron Fist, whom Peter doesn’t know anything about except he has an iron fist and that the guy hangs out with Shang-Chi, who is also present, and who is a Master of Kung-Fu. He thinks that’s actually pretty cool. There’s also Moon Knight, whom Peter is certain is crazy. And he’s not making that assumption based on Moon Knight’s costume. And last, there’s Peter’s “best friend,” Daredevil. Peter at first doesn’t believe Daredevil has super-senses, but when Matt touches his cheek to indicate he knows Peter is there, Peter is inclined to believe otherwise.

Peter knows he’s going to regret it, but lands in the middle of the group and says hi to them. Moon Knight wants to attack Spider-Man with one of his moon-shaped weapons, though Spidey immediately tries to calm him down. Daredevil tells Moon Knight to put the weapons away, explaining they’re all friends there, and he does as told. Dr. Strange says hi to Spider-Man, and Peter mocks that Strange is on late night-shows all the time. Strange jokes back that it’s better than having a real job. Shang-Chi and Iron Fist remember Peter from their last encounter, for which he apologizes. Iron Fist mocks Spidey should be sorry, and he changes the subject by asking what this party is all about.

Daredevil reveals it’s like he said: he wants to bring down the Kingpin. They all have different reasons for doing it, and they’ve been tripping over themselves and each other to get him. And what do they have to show for it? It’s Kingpin who has an army and a fortress-police and politicians in his pocket. And they’re still surprised they haven’t been able to bring him down. Peter asks Daredevil that by “bringing the Kingpin down,” he means… Daredevil smiles at Peter. He recalls Daredevil said yesterday he wanted to kill the Kingpin, to which Daredevil indicates that may be their only option.

Considering this, Peter warns that, if they do this, someone else will be there to take the Kingpin’s place. “Not necessarily,” Iron Fist believes, but Peter is headstrong that it’s inevitable. Daredevil agrees with Iron Fist, reminding Peter they killed Hitler. And that was for the Third Reich. Peter jokes it eventually came back in the form of MTV. Seriously, he asks if they are all comfortable with killing a man at his own tower. “No,” Dr. Strange admits and Peter thanks him for that.

Continuing, Strange indicates that, if someone of them does kill the Kingpin, he would like to have the opportunity to throw Nerf balls at his fat head on a stick as it’s paraded up and down midtown. Spidey reminds the group they’re supposed to be representing something. “We will,” Daredevil says, but Spidey was talking about something loftier. Moon Knight angrily tells Spidey to grow up, and Iron Fist explains that they’ve tried that and tells Peter to look at where that has gotten them. Peter isn’t defending them but, if they do manage to whack the Kingpin, or whatever, he’ll go straight to Nick Fury and tell on them. He’ll point fingers and make a stink. He warns that, if they want to bring the Kingpin down, or get the goods on him so the guy goes to fat jail forever, that Peter will be behind. But he won’t allow this to happen. And it won’t.

Daredevil can’t believe this. Peter also warns Daredevil that, if he ever shows up in his civilian life again, they’ll fight each other for real. And Peter doesn’t think Daredevil will like the end of that chapter. Daredevil answers he doesn’t fight kids, but Peter rejoins that he won’t have a choice. Iron Fist interrupts, asking what the plan is, other than killing the Kingpin. Actually, Daredevil admits, he really liked Shang-Chi’s idea. He tried to infiltrate the organization by auditioning to be the Kingpin’s new assassin-bodyguard. He’s been looking for weeks and feels naked without one. Shang-Chi explains Kingpin calls his bodyguard his “fist” and that he’ll be looking for a new possible infiltrator, and can’t try it again. Iron Fist also informs that Kingpin knows him.

Dr. Strange says he’s on too many talk shows and that he can’t kill anyone. Daredevil tells Strange he doesn’t have to kill anyone, just try to convince the Kingpin that he did. Chiming in, Peter remarks he has midterms and that the Kingpin has seen his face. Moon Knight thinks he could do it. Shang-Chi thinks they can make a new identity for him, and Spector really thinks he can do it. Dr. Strange could cast some enhancement spells to boost Spector’s appearance and power. Daredevil likes the idea and thinks Spector is perfect for it. If he gets up there, he can hurt the Kingpin where it’ll hurt him most. They’ll break the back of his day-to-day operations, hit him where it hurts. He’ll get sloppy and paranoid.

Later, at an unknown location…

Iron Fist sits in a dark room where only one light burns. He repeats Daredevil’s last words. Someone asks who Moon Knight will be posing as. Rand doesn’t know as they’re still working on it, but doesn’t believe Spector is a well man. Shang-Chi knows, but they haven’t told him. Fist promises to work on that. When the man asks about Spider-Man, Iron Fist confirms he’s a kid. He thinks he might be thirteen and jokes Spidey’s a real wise-ass, too. The person corrects that Spider-Man is older than thirteen, but agrees he’s a wise-ass. Iron Fist asks if they’ve got a deal now, because he won’t go back to prison. Not for them, not for the person he’s talking to now, not for anyone.

It remains quiet for a while. The person tells Danny Rand, the Iron Fist, if this turns out to be true, he has certainly earned his friendship. Danny looks up and looks at both the Kingpin and Rose…

Characters Involved: 


Mary Jane Watson

Aunt May


Daredevil, Dr. Strange, Iron Fist, Moon Knight, Shang-Chi

Flash Thompson

Liz Allen


Jessica Jones

the Kingpin

Rose (Kingpin’s associate)

Peter and MJ’s teacher (unnamed)

various students at Peter’s class (all unnamed)

Story Notes: 

Kitty left Xavier’s school after his death in Ultimate X-Men #80.

Spider-Man’s last encounter with Moon Knight, Shang-Chi and Iron Fist was during the Warriors storyarc, from Ultimate Spider-Man #79-85. He first met Dr. Strange in Ultimate Spider-Man Team-Up #12-13.

Issue Information: 
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