Ultimate Spider-Man Annual #1

Issue Date: 
October 2005
Story Title: 

Brian Michael Bendis (writer), Mark Brooks (pencils), Jaime Mendoza (inks), Scott Hama (additional finishes), Mark Bagely & Richard Isanove (cover), Dave Stewart (colors), Chris Eliopoulos (letters), Tom Valente (production), John Barber & Nicole Wiley (assistant editors), Ralph Macchio (editor), Joe Quesada (editor-in-chief), Dan Buckley (publisher)

Brief Description: 

Kitty Pryde feels alone, and wants a boyfriend. Meanwhile, Spider-Man is busy fighting the Rhino downtown. After defeating him and rescuing the army, he goes back to school. There, he feels alone, and thinks he’s the loser of the entire building. At Xavier’s, Kitty feels the same way. After a pep talk with Jean and Storm, Kitty tells them she wants to meet up with Spider-Man, as she likes him. Despite Jean and Ororo’s warnings not to do it, since Kitty doesn’t even know the guy, she goes for it and calls Peter up. They end up having a date after school. Peter takes Kitty to the mall, where he tells her about MJ and the fact he can’t have a girlfriend because he fears her getting killed because of him. They are interrupted by Flash and Kong, who haze Peter. They go to the roof, where they look at the magnificent city lying in front of them. Kitty asks Peter if he also can’t have a girlfriend if she has mutant powers and can take care of herself. Peter thinks about it, but Kitty panics, and phases through the ground, telling Peter to forget it. She realizes how stupid that was, and goes back upstairs. They talk things out, and almost kiss, but aredisturbed by a loud explosion below. Kitty convinces Peter to let her help out in the battle, and rush into action. Shocker was robbing a bank but, thanks to the combined powers of Shadowcat and Spider-Man, ends up defeated. With everyone safe again, the watching crowd even applauds for them. Peter and Kitty websling away together, and go back to the roof, and kiss! The X-Wing arrives to pick Kitty up. They make another date Saturday night, and Kitty gives Peter her phone number and e-mail address. Peter watches Kitty leaving and, once he gets back home, he already received a message from her. They start chatting, and both happily smile.

Full Summary: 

The Xavier Institute’s Danger Room…

Kitty, while dressed in clothes of a princess, finds herself ambushed by a giant, purple dragon. She is so not in the mood for this. The dragon spits fire on her, but Kitty manages to phase herself, thereby surviving the blast. She doesn’t know why she agreed to do this. She doesn’t know why she has to be an X-Man every second of every day. She doesn’t even know for sure anymore if she had a life once.

Nightcrawler and Colossus jump down, dressed in clothes from the Lord of the Rings movie. Kurt shouts at Kitty that she doesn’t need to fear, as he, Legolas, is on his way to the rescue. The dragon simply flies away. Kitty waves the boys goodbye, thinking she is going to do her homework instead. Kurt tries to defend that the forces of doom are on their way. Kitty smiles that’s fine, and leaves. Kurt doesn’t like that, since he programmed the Danger Room so they could do this. Kitty walks away, telling Kurt he looks good when he’s playing geek. Once Kitty is gone, Peter smiles at Kurt, telling him that “cute” is good.


Spider-Man finds himself facing none other than… the Rhino! He is so not in the mood for this. While continuing his battle against the brute, Spidey thinks why he can’t just go home and do his homework. Traffic is one thing, something he can understand. But Peter thinks he really should be able to get across the city without being hit by a guy in an eight-foot tall mechanical rhino-suit. Spidey doesn’t even understand what’s wrong with his enemy this time, as the Rhino doesn’t even banter. Nothing.

Rhino tries to slam his horn into Spidey, but he dodges and the Rhino hits a wall instead. Peter wouldn’t expect an intelligent conversation from a guy who went through the trouble of building a rhino suit in the first place, though the tech design is quite nice. And the science nerd in Peter does have to admire the hydraulic suspension AI technology of the thing. Peter admits he was thinking of putting together some AI hydraulics to test the tensile of the strength in his webbing, but then he realized he doesn’t have a billion dollars.

Spidey goes to sit on Rhino’s head, but he throws Peter off it, and throws him towards the watching crowd! They run away, and Spidey falls through a window and lands into an office building. He soon gets up again, and takes a look outside. The army has arrived, but Peter jokes that he probably has to save them now as well. Peter picks up a stick, and goes to sit back on Rhino’s back. He manages to lift up a hatch in Rhino’s suit, and a little, green device is revealed. Spidey puts the stick on it, and the device explodes!

Spidey falls back, and watches how Rhino’s suit continues to explode, and how his adversary eventually collapses. After getting up again, Spidey asks one of the soldiers what those things were. The soldiers ask Spidey if he’s all right, and explains that the Rhino stole one of their prototype machines. A general cuts in, silencing the soldier. He wants to bring Spidey in for some questioning. Uninterested, Spidey simply webslings away.

The Xavier Institute…

The X-Men are having a barbeque. Kitty takes a good look around, and notices all of her teammates having fun, and she hasn’t anyone. She thinks that she is the loser of the school. A group of misfit mutants, and Kitty finds it sarcastic that she is the loser. Even Wolverine is there, and she is still the one. Kitty takes a look at Iceman, who’s talking to Kurt, having fun. Kitty wanted that Bobby at least acted like he misses her. She has had enough, and phases through her chair, out of sight. Storm just wanted to ask Kitty if she wanted some potatoes, but Kitty is already gone.

Midtown High…

Peter sits alone in the big cafeteria. He thinks he’s the loser of the school. He can’t believe that it’s actually him. He is the one that doesn’t fit in, of all these people. He wonders what would happen if he stood up and told everyone that he actually was Spider-Man. The guy who saved the school from the Green Goblin. He even met Captain America. They even made a movie about Spider-Man and he knows that everyone went to see it.

Peter wonders if all the girls would think he was cute if he told them he was Spidey. But even then, Peter knows that he can’t have a girlfriend, fearing that she could die some day because of one of his battles. Peter notices Mary Jane entering the cafeteria, and goes to sit next to a boy. MJ notices Peter as well, who simply gets up and walks away.

The Xavier Institute…

Kitty sits depressed on the school stairs; not far from her sits Storm, watching at the boys playing basketball. Jean walks up to Kitty, asking if she’s all right. Kitty tries to apologize, but Jean stops her, already noticing that Kitty needs a boyfriend. Kitty confirms. Jean is confident that Kitty will find someone. Kitty isn’t so sure, as it’s just them in the house, and almost everyone they meet wants to kill them. Jean understands.

Kitty calls Bobby a jerk. Jean doesn’t agree. Kitty corrects that Bobby is a jerk for not liking her anymore. Jean knows that isn’t true, and that Kitty doesn’t even like Bobby. Sad, Kitty corrects that she liked the fact that Bobby liked her. Jean doesn’t think that’s right, but so does Kitty. They quietly look at each other. Jean doesn’t like the thought in Kitty’s mind. Kitty replies that she likes him so much, and defends that Jean just read her mind without permission. Jean corrects that she didn’t, as the idea lay at the top of Kitty’s brain.

Kitty wants to know why it isn’t a good idea. Jean mentions that, for starters, Kitty doesn’t even know the guy. Kitty defends that she loves him so much. Jean reminds her that it’s just a guy in a costume, and tells Kitty that she doesn’t even know him. Kitty sees him more than that: it’s a good and besides cute guy in a costume. Kitty remembers that they’ve met the guy before, and that Jean talked into his mind before and knows if it’s a good guy. But Jean doesn’t want to say. Kitty just wants to talk to him.

Peter Parker’s basement…

Peter is back home and, even though it’s just four minutes later, he has already found a website that covers his battle with Rhino, and once again it turns out that Spidey is one of the bad guys. Suddenly, the phone rings. Peter picks up. It’s Kitty! But Jean and Storm are standing with her, and laugh. Not hearing anyone responding, Peter hangs up.

The phone goes again, and Kitty introduces herself. Peter is confused. Kitty asks Peter if he remembers her. He wants to know how Kitty got his phone number. Kitty explains she got it from Information. Peter understands. Kitty apologizes for calling out of the blue like this, but she just wanted to… she hesitates. Not hearing anything, Peter calls out to her. Kitty continues the conversation by asking Peter if he’s doing anything tomorrow after school and if he wants to hang out with her afterwards. Peter wonders if something’s wrong with Wolverine again. Kitty mentions that everything’s fine with him, she just wants to know if Peter wants to hang out with her.

Peter still doesn’t understand, thinking Kitty asks him if he wants to hang out with the X-Men. Kitty hesitates for a while, but corrects and asks Peter if he wants to hang out, just with her. Peter is overjoyed, and of course he wants to have some fun. Kitty asks Peter if he’s got a girlfriend. Peter denies that, but Kitty doesn’t believe him at first. Peter explains that he used to have a girlfriend, but not anymore.

Kitty apologizes for asking it like this, but Peter understands. H asks Kitty not to show up in costume, because he had some pretty close calls and some people almost discovered his identity. Kitty understands, as she was in those moments a few times. They agree to meet after school outside the building at 3:30, and Peter finishes the conversation by thanking Kitty to call him, telling her that it was a pretty cool thing to do.

They both hang up, and smile. Peter searches the web looking for information about the X-Men, and finds a website with a picture of Kitty in her Shadowcat uniform. Peter takes a closer look at it, and smiles.

The next day, Midtown high, 3:30…

Peter walks out of the building, and immediately looks for Kitty. She notices him, and waves to him. Peter smiles. He is surprised that she showed up. Kitty takes a look around, and jokes that she has only been there four seconds at the high school and already hates everyone. Peter jokes that Kitty has now already learned everything she’ll ever learn in high school. Peter asks Kitty if there’s a plan for this evening. Kitty denies that, and asks Peter where people here usually go hang out after school.

A few minutes later, at the mall…

Kitty and Peter go sit in a fast-food restaurant, and Kitty is thrilled to have a corn dog on a stick. Peter jokes that it’s a modern achievement. Kitty jokes that whenever mutants take over the Earth, the human who invented these will be spared. Peter doesn’t know what to answer to that, and Kitty mentions that she was just kidding. Peter wants to know if the X-Men are taking over the world. Kitty promises that she was only joking, and that the X-Men are really the good guys who want peace. Peter corrects that Kitty might want to watch out when she’s making jokes like that.

Peter wants to know what all this is about anyway. Kitty defends that, though they save the world all the time, she actually has no friends at all. Peter mentions that he hasn’t got any either. He tells Kitty about Johnny Storm from the Fantastic Four, who also doesn’t have any friends. Johnny told Peter this himself.

Flash Thompson and Kong show up, and punch Peter on his shoulder. While Kong laughs, Flash apologizes to Kitty, as he hadn’t seen her. Kitty tells Peter that he could wipe the floor with those guys if he wanted to. Peter knows that, but mentions that he can’t do that because, if he did, his secret identity would certainly be lost.

Kitty is surprised that Peter’s Spider-Man identity is actually a secret, and wonders why Peter doesn’t go public and live the good live. Peter fears that if he does that, a price tag would immediately be put onto his head. Kitty responds that it might not happen that way. Peter explains that it’s already happening: people hate Spider-Man, and they don’t even know who he is. He mentions to Kitty his aunt May, who is raising him, and he can’t risk putting her in danger. He would be selfish if he would go public. There are already too many people who know about his secret identity, and that’s also the reason why he had to break up with his girlfriend.

Peter wants to go deeper in it, but stops. Kitty is curious and asks Peter to go on. Peter doesn’t want to, knowing he’s whining. And he keeps hearing a little voice in his head telling him to stop it. Kitty doesn’t mind, and jokes that Peter should tell the little voice to shut up, as she’s interested. Peter understands, but before he can even start, Kitty asks Peter if his ex knew his identity. Peter confirms that, but adds that she wasn’t very careful about it and almost ended up killed. He couldn’t handle the responsibility, and broke up because MJ didn’t listen to what he said to keep her safe.

Kitty is surprised. Peter asks about Kitty’s situation. Kitty asks Peter if he knows Iceman. He does. Kitty mentions that they almost sort of… but then he ended up being a jerk and now she has to live with him in a house. Peter is sorry. Kitty too, and thinks about normal people who break up, who at least can avoid each other. Peter adds that he still sees MJ every day in his class. Kitty understands, but at least Peter can go home afterwards and forget about her, and she can’t.

Suddenly, food and filth gets thrown on the table! Peter and Kitty turn around, and notice Flash and Kong laughing at them. Kitty asks Peter if they can go somewhere where those guys can’t be. Peter confirms that they can.

A few minutes later…

Peter has brought Kitty up to the roof. She thinks it’s cool, and is okay with the wind as it phases right through her. They go to the end of the roof, and take a look at the magnificent city lying in front of her. Peter notices Kitty staring at the Triskelion, and mentions that’s where the Ultimates live. Kitty jokes that she doesn’t like Nick Fury very much. Peter smiles. Kitty apologizes, but really thinks so. Peter agrees. He mentions that he clocked Fury once a couple of weeks ago. Kitty laughs, and wants to know why. Peter jokes that it was because Fury was being a jerk.

Kitty remains silent for a while. Kitty asks if Peter truly meant what he said before, and that he can’t date anyone. Peter doesn’t think he can, because he can’t protect the person from danger. Kitty asks what if the person had mutant powers and could take care of herself. Peter thinks about it, but Kitty pulls back. She feels stupid, and tells Peter to forget about it, and phases through the floor! She lands into the sewers, and runs for it, calling herself an idiot.
Peter is confused, and calls out to Kitty.

Meanwhile, she stops running. She realizes she fought and survived a battle with Magneto, so what’s her damage? She phases back upstairs to the roof, and Peter is still there. He asks if he should leave. Peter asks if she’s all right, and Kitty apologizes for being so forwarded. Peter helps her up, claiming that it was an interesting point and isn’t freaked out. Kitty thinks she’s a spaz. Peter doesn’t think so, and tells Kitty’s she’s quirky. Kitty doesn’t know that word. Peter thinks it’s French for “cute,” Kitty smiles that “cute” is good. Peter agrees. Kitty closes her eyes, and she and Peter almost kiss!

Suddenly, an explosion is heard. They look down and see a lot of smoke. Peter wants to go check it out, and pulls out his clothes and prepares to put on his Spider-Man costume. He asks Kitty if she’ll wait. Kitty doesn’t want to and wants to help out instead. Peter refuses, not wanting Kitty to get hurt. Kitty phases through Peter’s stomach, quoting that she can’t get hurt. Peter realizes his mistake. He picks Kitty up, and webslings into action with her.

Downstairs, the Shocker is robbing a bank. He defeats some police officers, and isn’t joking this time: he will escape. Kitty lands, joking to Shocker that he does look a little funny. Shocker uses his vibrators on her, but the shockwaves go right through Kitty. He’s startled. While Kitty jokes, Spidey sneaks up behind Shocker, waiting for the right moment. Kitty continues to demonstrate her powers, and phases through Shocker’s weapons, electrocuting and damaging them in the process. He panics. Kitty tells Shocker that, whatever he does, he shouldn’t look behind him.

Shocker does anyway, and freaks out when he recognizes Spider-Man. Spidey sarcastically says “hi” to Herman. He runs away, but Peter quickly makes a web net in front of the Shocker, trapping him inside. A lot of people step forward, and Kitty proudly presents… the amazing Spider-Man! The entire crowd starts happily clapping their hands. Peter picks Kitty up, and webslings away with her. Kitty smiles, and Peter looks at her.

They land on a roof, and Kitty jokes that “Indiana Jones certainly hasn’t forgotten how to show a girl a good time.” Peter jokes back that Kitty sure is “something.” She smiles. They continue joking, but then Kitty’s beeper goes off. It’s her ride home. They look up, and notice the X-Wing hanging above their heads.

The plane starts beaming Kitty up. Peter feels sorry to see her leave, and asks Kitty if he can call her. She totally agrees with that, and asks Peter to better e-mail her, because the Professor hates it when people call after ten. Peter wants to do this again, and Kitty agrees. Suddenly, Kitty tells Jean to shut up, who’s saying something telepathically in her mind.

Kitty asks Peter what his schedule is like. It sucks. Kitty’s does too. Peter mentions that he works in the weekends on Saturday, and that’s it. Kitty asks Peter if he wants to do something Saturday night. He’d love to. Kitty takes out a pen, and writes her phone number and e-mail address on Peter’s arm. However, she doesn’t want to push things. Peter doesn’t mind, and really wants it. Kitty mentions that the only reason she won’t be available is when they’re out saving the world, but the same goes for Peter.

Kitty asks Peter if he wanted to kiss her earlier. Peter kind of wanted to. Kitty doesn’t want him to think she didn’t. Peter stops her, and… they kiss!!!

They smile at each other, and the X-Wing teleports Kitty on board. Peter watches her leaving, and returns home. Once home, he is thrilled, and for once doesn’t want to screw this up and e-mail Kitty immediately. However, the computer warns Peter that he’s got mail. He opens it, and notices that Kitty already send him a message! He starts reading it, and smiles.

Back at the Xavier Institute, Kitty sits smiling in her room, and she and Peter start chatting with each other.

Characters Involved: 


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



Mary Jane Watson

Flash Thompson, Kong

various citizens & soldiers (all unnamed)

various students (all unnamed)

as Danger Room simulation:

giant purple dragon (unnamed)

Story Notes: 

“Lord of the Rings” is a worldwide famous and immense popular series of novels by J.R.R. Tolkien. The books received a resurgence of popularity after the release of the Lord of the Rings movies, directed by Peter Jackson. Kurt is dressed up like the elf Legolas, and Peter seems to be Aragorn. Both are two of the story’s main characters. It’s possible that the dragon they battle is based on Lockheed, Kitty’s pet dragon in the “616” universe, though unclear at this point.

Peter thinks that the X-Men are calling him to help out with a Wolverine problem again, because he helped the man out three times now: in Ultimate Marvel Team-Up #1, Ultimate X-Men #34-37 and in Ultimate Spider-Man #66-67.

Kitty and Iceman first kissed in Ultimate X-Men #50. This caused Bobby and Rogue to break up, and with her leaving the X-Men. Bobby and Kitty argued ever since, but eventually became a couple in Ultimate X-Men #57. Though in Ultimate X-Men #61, Kitty discovered that Bobby was secretly sending e-mails to Rogue and kept telling her how much he loved her. This was too much for Kitty and she broke up with him.

Spider-Man defended the school from the Green Goblin in Ultimate Spider-Man #6-7.

Spider-Man met the Shocker for the first time in Ultimate Spider-Man #8, and managed to quickly defeat him without any trouble. They faced each other a couple of times since, and each defeat of the Shocker ended up in a rather hilarious result.

Peter told Mary Jane that he was Spider-Man in Ultimate Spider-Man #13. They broke up in Ultimate Spider-Man #75, since Peter was too upset with her for going to a transformed Harry Osborn after he told her not to. Though MJ later stated that she wanted to do everything in her power to get Peter back and even gave up a possible relationship with Mark Raxton to prove it, as seen in Ultimate Spider-Man #78.

Spider-Man first met the Rhino in Ultimate Spider-Man #28, though in that story he arrived on the scene too late, and Iron Man showed up and managed to defeat the Rhino and took him back into custody. This issue actually marks the first time Spidey and Rhino fight each other.

Kitty and Peter first met in Ultimate Spider-Man #42-44, and saw each other a few times shortly afterwards. Kitty was revealed to have feelings for Spidey in Ultimate X-Men #56.

Spider-Man met Johnny Storm, the Human Torch of the Fantastic Four, in Ultimate Spider-Man #68-69.

When Peter checks his mail, it’s shown to us that he also received a message from Ralph Macchio, the Ultimate book’s editor.

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