# Ultimate Spider-Man

Ultimate Spider-Man (2000-present) is a superhero comic book series published by Marvel Comics. The series is a modernized reiteration of the long-running Marvel comic book Spider-Man. It is set in the Ultimate Marvel continuity, which takes place outside the prime Marvel Universe.
Due to the extensive amount of quotes in the game, they are not included here. For the Ultimate Spider-Man video game, please see the main article.
| Issues 1-25 | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 | 17 | 18 | 19 | 20 | 21 | 22 | 23 | 24 | 25 |
| Issues 26-50 | 26 | 27 | 28 | 29 | 30 | 31 | 32 | 33 | 34 | 35 | 36 | 37 | 38 | 39 | 40 | 41 | 42 | 43 | 44 | 45 | 46 | 47 | 48 | 49 | 50 |
| Issues 51-75 | 51 | 52 | 53 | 54 | 55 | 56 | 57 | 58 | 59 | 60 | 61 | 62 | 63 | 64 | 65 | 66 | 67 | 68 | 69 | 70 | 71 | 72 | 73 | 74 | 75 |
| Issues 76-100 | 76 | 77 | 78 | 79 | 80 | 81 | 82 | 83 | 84 | 85 | 86 | 87 | 88 | 89 | 90 | 91 | 92 | 93 | 94 | 95 | 96 | 97 | 98 | 99 | 100 |
| Issues 101- | 101 | 102 | 103 | 104 | 105 | 106 | 111 | 122 | 123 | 124 | 125 | 126 | 127 |
| Annuals | 1 | 2 | 3 | Ultimate 6 | Ultimate 6 | Ultimate 6 | Ultimate 6 | 1 | 2 | 3 | 4 | 5 | 6 | 7 | External links | External links | External links | External links | External links |

## Power and Responsibility
### Issue 1 - Powerless

[very first scene]
    Norman Osborn: You a fan of Greek mythology, Justin? Ever hear the myth of Arachne?
    Justin Menken: Can't say I have, Mr. Osborn.
    Norman Osborn: Well, allow me to explain. There once lived a girl in ancient Greece who was known for her exceptional craftsmanship with weaving. The things she could make, they were said by so many to be beautiful beyond compare. And this caught the attention of Athena, the Goddess of Wisdom. You know about her, at least?
    Justin Menken: Umm..yeah, I think so.
    Norman Osborn: Well, anyways, despite her wisdom, like the rest of the Olympian pantheon, she was very vain and unfortunately easily offended, and when she'd heard word of a mortal girl who's skill at weavery was said to match, maybe even surpass her own, she grew mad with jealousy, and in a fit of rage and retribution, came down and destroyed those fleeces and robes, those beautiful crafts.
    Justin Menken: Sounds just like a woman.
    Norman Osborn: Too true. And when this poor girl had seen that she'd insulted the gods and had seen her wonderful life's work burned before her eyes, she fell into despair....and thus hung herself.
    Justin Menken: Jesus...
    Norman Osborn: Yeah, but believe it or not, Athena's rage subsided and she felt pity for this poor mortal girl who she'd punished unfairly, and thus rectified this by anointing the dead girl's head with a magical potion, and spoke: "I recall my error in judgement. You shall not die today, Arachne. Rather I gift you a new life, where you shall live on once more to weave your web forever." And so, the magic changed Arachne as she awoke, her body began to shrink and blacken, her hands and feet disappeared as her limbs elongated into spindly appendages, her nose and ears fell off, and she sprouted four new limbs to match, and her eyes multiplied and darkened into beady dots. Her transformation complete, Arachne was reborn as a spider, and true to Athena's promise, lived on to spin her web forever.
    Peter Parker: Sodium carbonate... that doesn't sound like the right compound. I wonder if I mixed it Lithium and -- AHH! [French fries fly in his face, courtesy of Flash Thompson and Kenny Kong]
    May Parker: S.A.D.
    Ben Parker: Say again?
    May: Social Anxiety Disorder, I think that's what's the matter with him.
    Ben: May, honestly, would it kill you to lay off the kid?
    May: Dear, think it's worth investigating.
    Ben: Then stop bugging me about it, May.
    May: Don't you ever worry about him, Ben?
    Ben: Not one bit. He's brilliant and resourceful.
    May: I don't like it. He used to be sweet and happy.
    Ben: And now he's a contemplative young-man. He's growing up. Which means he's thinking of new ways to help the world.
    May: [warmly] Just like his father.
    Ben: [equally so] That's right.
    May: Peter? Peter? Peter?! Peter?!
    Peter Parker: Yeah, what's up?
    May: What did we say about reading at the table?
    Peter: [cheekily] That it's great and I should do it all the time?

### Issue 3 - Wannabe

    [Peter Parker has just vanquished Crusher Hogan. The MC holds up Spider-Man's arm.]
    Wrestling MC: Ladies and gentlemen... THE SPECTACULAR SPIDER-MAN!
    [Spider-Man beat Bonesaw McGraw a second time.]
    Spider-Man: You okay?
    Crusher Hogan: Kid, I do this for a living. Of course, I'm alright. But gotta say, you pack a wallop.
    Spider-Man: Good. All in all, don't sell yourself too short, hoss. You put up a decent scrap to.

### Issue 4 - With Great Power

    [Peter Parker is livid at having been confronted and told off by Uncle Ben for being out after curfew at a party to unwind due to stress at his wrestling career being caput.]
    Ben Parker: Peter, I understand there's a lot on your mind these days. God knows we all go through a time like that.
    Peter Parker: No, Uncle Ben, not exactly like me.
    Ben: Maybe not, but Peter, your father, God bless his soul, he had this philosophy he believed with all his heart and it served him very well. He believed that if there was something you excelled at, better than anyone else, something that could truly make a difference in the world, that doing that wasn't just a decision, it was an moral obligation. If you had the power to change the world, you had a responsibility to use it. And I know you've got that, just like him. I'm asking you not to squander it. Not try to be less. Not drag your feet when you could be running at mach speed. Because I know you've got it in you to be more than any of those kids in there. More than even me and you aunt. Great things are going to happen throughout your life, Peter. In fact, I've no doubt in my mind you'll be the one doing those things. And with that will come great responsibility. You understand that, kid?
    Peter Parker: [ruefully] Responsibility? Yeah, I understand. So where is he, Uncle Ben? Huh? Where's my dad? He valued "responsibility" over all else, huh? [now yelling in anger] So why the hell isn't he here to tell me this himself!? [runs off]

### Issue 6 - Big Time Superhero

    Spider-Man: You, big scary dude in the smoke! On account of you lacking a hall pass and the school currently being on fire, I'm gonna ask you once to put your jacked arms in the air!
    [Green Goblin emerges from the smoke]
    Spider-Man: [whistles impressively] Wow. Been eating your veggies, huh? We can call a time-out, right?
    [Goblin lobs a desk at him, which he promptly leaps over]
    Spider-Man: Yeah, didn't think so.

## Learning Curve
### Issue 8 - Working Stiff

    [Viewing on Peter Parker's photo of Spider-Man]
    J. Jonah Jameson: Crap. Crap. Crap. What? Did you take these with a disposable camera?
    Peter Parker: Uhh...
    J. Jonah Jameson: (continues viewing) Crap. Crap.
    Peter Parker: Uh -- it looks like the script's in a recursive loop. Y'know? The line you changed is causing the script to call itself over and over again without a conditional statement to allow the script to exit or stop calling itself. None of the pages on the site are rendered because the results of the script are needed, but since the script is recursively calling itself, you'll never get results and the pages will never render. See? Technically, web sites don't crash, web servers do. And the web server hasn't crashed...yet. It will, if or when this recursive loop maxes out the web server's CPU resources. All you need to do is add a conditional statement like this to the script -- upload over the older script, and BOOM! So, what do you think?
    Robbie Robinson: Peter, word of the wise about dealing with criminals, especially in journalism. It's hit-or-miss. They're not like the guys you see on TV. You can't count on them to respect the rules of engagement. They take what they want when they want and they'll kill you if you don't hand it over. They become animals on the streets. They'll bite, claw, scratch, scream, hit, shoot, cut, whatever it takes. And Kingpin? Think the biggest, meanest kid at your school. Now imagine he's got to stand on. That's his shield. He can get away with it because he can afford to. Anytime we tried before, his lawyers would give us the publicity run around. Trials with people like him end up like comedy, it's a joke. That's all it is to him. We've tried to beat him, son. But he bought half our stock. That's how life goes. People like that more often than not get what they want, and nobody gets in their way.
    Peter Parker: [under his breath as Robbie walks away] Except me.

### Issue 9 - Meet The Enforcers

    [the Enforcers wait outside in an alleyway]
    Fancy Dan: Boys, lemme tell ya, I hate that place.
    Montana: What place, Dan?
    Fancy Dan: The burger joint down at Broad Street.
    Montana: Which one? There's thousands of em. We're in New York. Be specific.
    Ox: You talkin' about McDonald's?
    Fancy Dan: That's it!
    Ox: What's not like about McDonald's? They got a 60 cent menu! Got the best burgers in town!
    Fancy Dan: Fer real, pard. What's the hate against McDonald's?
    Fancy Dan: I wanna take a wreaking ball to it every time I walk by it!
    Montana: Again, what fer?
    Fancy Dan: Nothing.
    Montana: Nothin', my ass. You wouldn't be bitchin' over nothin'. Spill. What'd they ever do to ya?
    Fancy Dan: Alright, fine! Back in high school, I tried applying for a job there, but they never got back to me.
[Montana and Ox stare blankly at him]
    Fancy Dan: What, why're you looking at me like that?
    Montana: That it? Yer angry because Micky D's was too good for big, bad Fancy Dan, huh? My Lord, when was this, Dan? 1982?
    Fancy Dan: Whatever, I'm over it.
    Montana: That right?
    Fancy Dan: Yeah, I am.
    Montana: So, because you're over it, you literally want to demolish it, Ah reckon?
    Fancy Dan: Yeah! Because it pisses me off every time I see it!
    Ox: Dan, you crack me up sometimes.
    Fancy Dan: Yeah, bite me, Ox.
    Spider-Man: C'mon, you guys seriously don't know who I am? I mean, yeah I know I'm new on the block. Lemme break it down, I'm Spider-Man. You're criminals. I'm a superhero, therefore I'm gonna stop you from committing crimes, yadigg?
    [After Montana got Spider-Man by the throat with his whip]
    Ox: Look at 'im! Can't believe you got the cahones to walk around in tights like that!
    Mr. Big: So, you came here looking for the Kingpin, huh?
    Spider-Man: Uh-huh?
    Mr. Big: Any particular reason why you're gunning for him?
    Spider-Man: Well, I'd say it's between him and me, Mr...Uh...
    Mr. Big: Big. Mr. Big. And no offense, kiddo, but I see a big flaw in this plan of yours.
    Spider-Man: Really? So, this the part you laugh and tell me how unstoppable he is and how futile my efforts are? That I'll be "sleepin' wit da fishes?".
    Mr. Big: Heh heh, wouldn't that be the cliche thing to do, huh? Nah, this ain't The Godfather, buckaroo. Instead, I offer this little scrap of advice. You really wanna get at the Kingpin? Here's how you do it. You find something he wants, he needs. And you try to take it from him. That. That he hates more than anything.
    Spider-Man: Uh, any reason you're telling me this?
    Mr. Big: Well, from one..."professional" to another, just because we work for him doesn't mean we really give that much a damn about him, know what I'm saying?
    Spider-Man: Wow, no honor among thieves?
    J. Jonah Jameson: People are sheep. They'll read what you give them.

### Issue 10 - The Worst Thing

    Kingpin: Who are you? And why are you here? Who was it that sent you?
    Spider-Man: Uh...Uh...Carson Daly?
    Kingpin: Who?
    [Kingpin has just spotted Spidey.]
    Kingpin: Elektra, may I ask you rectify this nuisance? I've got guests I should be getting back to.
    Electro: Electro. "-TRO", boss. As in "To electrocute". And don't worry, I'll rectify this no sweat. He's in for a real shock!.
    Spider-Man: Oh wow, how original.
    [After Spider-Man is thrown out a window]
    Electro: Anything else?
    Kingpin: Yes. Locate this Carson Daly and kill him. Quietly.
    Electro: Be my pleasure, Mr. Fisk.
    [After Spider-Man is beaten by the Kingpin]
    Peter Parker: [To himself] Peter Parker, you're the biggest loser this side of Forest Hills. Recap time. Second outing. Grabbing dirt on the Kingpin. Complete and utter bust.

### Issue 11 - Discovery

    [Kenny is choke-holding Flash]
    Kenny McFarlane: Just saying, man, I've seen every single Keanu Reeves movie ever made and I still don't get the hype.
    Flash Thompson: You're telling me, you sat down and watched every movie with Keunu Reeves? Every movie? Every one? Just to complain about him?
    Kenny McFarlane: Yup.
    Flash Thompson: You're literally his number one fan.
    Kenny McFarlane: Eat a chair, Flash!
    Flash Thompson: Kenny and Keanu, sitting in a tree!
    Kingpin: This new occurrence of costumed vagabonds. I'd be lying if I said it wasn't irksome.
    Electro: [munching on potato chips] Mr. Fisk, relax. Take it from me, you won't have to worry about Spider-Man at all. And even if he does show his schivy-clad ass, I'll smoke him like a salmon!
    [At the same time, Spider-Man inadvertently cause a blackout to Fisk Towers as Electro snaps his fingers]
    Electro: ...I didn't do it.

### Issue 12 - Battle Royal

    [After Ox brutally subdued Spider-Man]
    Electro: Don't worry, lemme handle him. I'll fry this punkass kid!
    Montana: Wait, he's a kid?
    Electro: You betcha! Bet your ass he's little over 13.
    Spider-Man: You a mutant?
    Electro: Are you?
    Spider-Man: Asked you first, dude.
    Electro: Heard mutants were born that way. I volunteered for this.
    Spider-Man: Huh, wanna tell me who did it for you?
    Electro: Oh, you'd like that, wouldn't you?!
    Spider-Man: Uh, duh, I did ask, right?
    Spider-Man: Hey, big guy! Still with me
    Ox: Uggh. I don't feel so good.
    Spider-Man: Oooh. Maybe that's a sign, hoss? Look for a healthier, legal-er career? Maybe in the janitorial section?
    Kingpin: I'm not privy to whatever you're doing. Why you've been interfering in things that have nothing to do with you. Unless I'm to assume you must be a spy of some sort. An enhanced enforcer, like my friend Mr. Dillon. But I will tell you right now, you made the biggest mistake of your life when you chose to cross me tonight. You may very well pay for it with your life. Now I want an answer. 'Who. Are. You?'
    Spider-Man: Alright, I get it. It's really gotta burn you up, huh? I mean, the cops, the courts, the lawyers, everyone's bending the knee and letting you stick your big fat thumb in every pie you can get your meaty hands on. You're so used to getting your way 'cuz you got the funds for it. You throw some money their way, they turn around and say "Will that be all, Mr. Fisk?". But not me. No, of all the law enforcement, all the constitutional liberty, me, some dude in a colorful onesie is the one who's giving you a really bad day. That's got to be mega embarrassing. You're right, you don't know who I am, Kingpin. Because that part doesn't matter. Hell, I could be an alien, a robot, a mutant, Bill Clinton, you name it. But that's not the important thing. Who I am is just one person who got sick of you and your crap. I'm Spider-Man. And you wanna know what else?
    [he pulls several notecards out of his backpack]
    Spider-Man: You are so fat--That when you cut yourself shaving...marshmallow fluff comes out. No? Okay, You're so fat--That your high school yearbook picture was taken from a helicopter. Damn, tough crowd. How bout you're so fat--That when you step on a scale, it creaks, groans, sags, and cries out "One at a TIME, PLEASE!".
    [Kingpin roars in annoyance and rage, snapping his buttons and revealing his muscles, before lunging at Spidey]
    Spider-Man: [still cheerfully insulting him] You're so fat, your belly button goes like "ECHO ECHO ECHO!!!" . When you back up, you go "beep beep beep" like a dumptruck or bus. Every time you get on a elevator, it exceeds maximum weight.
    [flips over as Kingpin punches the wall, clutching his hand in pain and growling in anger]
    Spider-Man: (as he sticks to a wall, his mask lenses narrow, now serious) Or how about this? You're such a fat, smug, greedy bastard you think you can rule New York and make life shit for ordinary people because you're big, mean, and rich. I mean, I wonder just how much blood is on those sausages you call hands? You take advantage of decent folks in a bad way, you have your goons handing out narcotics to kids. I've read about and heard about at least 65 murders and snipings this year alone in New York, all of which your wide ass's implicated in! You're a sick piece of crap, fatso! Gotta wonder how you can even stand looking at yourself in the morning?

### Issue 13 - Confessions

    [Peter and Mary Jane sit in Peter's room on his bed, Peter nervous and sweating, with MJ patiently and eagerly waiting for him to speak]
    Mary Jane Watson: Sooo? Whatcha got to tell me, Pete?
    Peter Parker: Well, it's...it's something big, MJ. Like really big, and really important.
    Mary Jane: Uh huh, so what is it?
    Peter: Well, that's just it. It's like...life-changing important. Like, top-secret, something nobody, and I mean nobody else could know. Ever.
    Mary Jane: Are you trying to tell me you're gay?
    [Peter's jaw drops and he gives her a "WTH" look]
    Peter: NO! Definitely not that! Why would you even--!?
    Mary Jane: Peter, you said it's life-changing, what was I supposed to think?
    Peter: No, it's definitely not that. But, just...please, MJ. I need you to promise me. Your solemn word to never speak this to anyone under any circumstance. Do you promise?
    Mary Jane: Uh...sure?
    Peter: No! "Uh sure" isn't sincere! It's not a "Yeah sure, dude" type deal, alright? It's like...big! Please, MJ, just promise me. Please!
    Mary Jane: Babe, okay! I solemnly promise not to tell anyone.
    Peter: Good! Actually, maybe we should take a blood oath just to be--
    Mary Jane: Peter Parker, for God's sake just spit it out already!
    Peter: [flinches, and takes a deep breath] I'm...I'm Spider-Man.
    [Mary Jane gets a stunned look on her face. She looks at him with a mixture of shock, confusion, and awe]
    MJ: You're...you're who now?
    Peter: Spider-Man. You remember, right?
    MJ: Guy in blue and red? Who threw down with Bonesaw McGraw at WWE? Who saved Midtown High from that huge ugly Goblin thing? You're telling me you're him?
    Peter: The very same. I'm him.

## Double Trouble
### Issue 15 - Confrontations

    Spider-Man: Hey, aren't you J. Jonah Jameson? Chief editor of the Daily Bugle? The guy who prints libel and all that other false bullcrap about me in the paper? Yeah? Well, I got one thing to say you, buddy.
    [Spider-Man jumps away]
    Spider-Man: HAHAHA! Dude, I love the paper! It's hysterical! See ya!
    [J. Jonah Jameson starts to walk away, then falls flat on his face.]
    Robbie Robertson: Jonah!
    [Spider-Man has webbed JJJ's feet to the pavement.]
    J. Jonah Jameson: Ben, this story has more holes in it than a Michael Bay movie.
    Kenny McFarlane: Flash, Liz! You guys are never gonna believe it! Parker is Spider-Man.
    Flash Thompson: You're right, Kong. I don't believe it at all.

### Issue 17 - Taking Advantage

    Ben Urich: Hey Peter, you wouldn't happen to know where Doctor Otto Octavius is?
    Peter Parker: No!!! No, no of course not, no I mean -- why -- why would I know?
    Ben Urich: Yeeeah, might wanna cut back on the Mars Bars there, kid.
    Kraven the Hunter: What I do, ladies and gents, is hunt the biggest and the baddest things on Earth. And I'm here to hunt the one you call Spider-Man.
    Reporter: Mr. Kravinoff? What will you do once you find him?
    Kraven the Hunter: Oh, I'm going to kill him -- with me bare hands.
[Peter has an appropriate O_O face at this]

### Issue 18 - The Cycle

    [Spider-Man is wriggling in Doc Ock's grip]
    Doctor Octopus: And just who are you supposed to be?
    Spider-Man: Moi? Don't you read the newspaper? I'm just your friendly neighborhood Spider-Man!
    Doctor Octopus: Cute, yet intriguing. You are quite the spectacular specimen. One of Hammer's latest guinea pigs I presume? A new super-solider from S.H.I.E.L.D. perhaps?
    Spider-Man: Nah, I'm just a member of the New York Police Department's haircut division. There's a fifty-dollar fine on bowlcuts in this city.
    Doctor Octopus: Well, I like my hair, thank you very much.
    [Later Doctor Octopus has captured Spider-Man]
    Spider-Man: You're stronger than you look. And the mecha arms? You make 'em yourse-ack!
    Doctor Octopus: You're getting on my nerves.
    [Doc Ock strangles Spidey]
    Spider-Man: I have a knack for that--ACK!
    Doctor Octopus: Not anymore.

### Issue 20 - Live

    Spider-Man: [to Dr. Octopus] I still kinda feel bad for you and your condition. God knows, having robotic arms fused to your waist's gotta be damn unpleasant. Maybe once we wrap this up, I'll testify in court. I'll say 'Hey guys, cut him some slack! He's just angry, has a robotic harness burned into his spine. All he needs is a hug, am I right? I mean, he's got the arms for it!'
[Doc Ock growls in fury, using his arms to grab a car and lob it at Spidey, who flips out the way]
    Spider-Man: [to Dr. Octopus] Suggestions for future career choices, Doc? You could rent yourself out at Disney World, like the Magic Carpet ride, man! You don't gotta be a supervill-- [Dr. Octopus knocks him into a truck] Piooff!

## Legacy
### Issue 22 - Reflections Of...

    [Spidey is kicking around a bunch of inline-skating muggers. He exhibits an inability to stop talking to his enemies.]
    Spider-Man: Wow. This is just sad. I mean, really? I actually jumped out of line at Taco Bell... for this? [starts systematically slugging the thugs once by one] Your outfits don't even match! How hard is it to get matching outfits, guys? I mean really! [continues pummeling them] I mean, my usual's the Green Goblin, Doctor Octopus, Kraven and Electro, and even the Juggernaut! The got powers! They got they're own style. Like moi. And me? I'm A-list, baby! I'll have so much merch by the end of next year! And then there's you lugheads, who can't even come up with a coherent group fashion statement! [muggers are unconcious, and Spider-Man continues talking] I'm not saying wearing spandex's a priority. It's not, trust me. It's itchy and rides up in the crotch. And from looks of ya, it'd be worse on you. But, if you're trying to take yourselves seriously as legit criminals...heed my advice and come up with a better presentation. [Turns to crowd] Alright folks, hope this's a lesson. If you're gonna rob a bank, it doesn't hurt to do it in style. Now anyways, toodles. [swings away on a webline] I got class in five.
    Flash Thompson: Well would you look at that, Harry Osborn, back from the dead.
Harry Osborn: oh hey, look, flash Thompson fashionably late.
    Flash Thompson: Aw c'mon, Har, don't I get a hug?
    Harry Osborn: No, you don't actually. Know why? Cuz while I was on leave and getting my head straightened back on, know what Peter and MJ here did? They wrote me everyday, kept me updated on what I was missing. When they were able to, they called. They even sent me pictures in the mail. Cuz you see they actually cared about what happened to me, cuz they're actually my friends, whereas you, Midtown's biggest burliest butthead, seems like you're too good for me. Cuz I didn't get none of that from you. Seems like once someone's not falling in line behind you and kissing your ass like Kenny here, it's all out of sight and out of mind for you.
    Flash Thompson: Well hey come on, I thought about it--
    Harry Osborn: Of course you did, and so did I. I've had a lot of time to think things over during my therapeutic leave, and it's pretty obvious, Flash.
    Flash Thompson: What?
    Harry Osborn: You gay?
    Peter Parker: Pfffttt HAHAHAHAHAHAHAHAHAHAA!!!!
    Flash Thompson: Wait, what the f-
    Harry Osborn: Well go on guys, don't keep me in suspense here, has he come out or what?
    Gwen Stacy: Hell, I thought he was when I got here
    Flash Thompson: Bite me, psycho girl! I don't need to take this from you freaks! Two nerds, a wacko, and Jason Voorhees' daughter, All accusing me of faggotry! All ya'll can kiss my ass!

### Issue 23 - Responsible

    Peter Parker: Gwen?
    Gwen Stacy: Wanna buy some girl scout cookies?
    Peter: This late at night?
    Gwen: Sorry, you're right. Forgot to bring em. Really came to ask if I could kill myself on your front lawn.
    Gwen Stacy: Oh, sorry if I interrupted your phone sex, dood. [Glances back at Peter] Nice boxers.
    Aunt May: Okay. Put on some pants.
    Gwen Stacy: [hugging Peter] Hey, it's my hero!
    Peter Parker: Yowch! Gwen! Easy!
    Gwen Stacy: What?
    Peter Parker: Your spike bracelet, it's kinda stabby...
    Gwen Stacy: Ha! Sorry.

### Issue 24 - Ultimatum

    Nick Fury: Peter, optimism is a revolutionary act.
    Peter Parker: Who told you that? Guy poked your eye out?
    [Fury jumps up, but then controls himself]
    Nick Fury: Yes, actually.
    The Green Goblin: Ah, poor Harry. Truly is a shame. Seeing as everyone in his life has a dirty little secret they're keeping from him, for his own good, of course. Boy's too much like his mother. She, who was so concerned with maintaining a shallow, cushy lifestyle that...well, she never really had much of a life. Harry's so-so the same. Never would suspect that his best friend is New York's premiere local superhero, and his father is... THIS! But more significantly, that we're both the next stage in human evolution, after knocking out some of the kinks. But now that I think about it, Martha, his mother, my ex-wife, pounded 1973 vintage scotch to delude herself into a haze, whereas all Harry needed was a few high intensity hypnotherapy sessions in the Himalayas for four months to wash out that nasty taste he got of... well, a domestic dispute turned lethal and fiery. Now hold on, it's this part that's the hardest.
[Goblin takes an abating agent to reverse his transformation, grunting in pain, before pulling himself back up by the counter, Norman Osborn once again]
    :But right now's not about him. It's about you and me, Peter. Or do you prefer Spider-Man? Either way, whatever you were up to following our little disagreement on the bridge, you'll have to throw a monkey wrench in. Because now, I'm making you an offer. One I sincerely hope you don't refuse. You can still go out there and keep up the good work, but you'll do so under MY jurisdiction. If I need something of you, you'll carry it out, no questions asked, no compunctions holding you back. Because so long as you listen and obey, you'll be rewarded handsomely. You and Harry could live like modern day princes. But, the second you defy me, in any way shape or form, I'll see to it your sweet Auntie or your cute little girlfriend Mary Jane are slowly burnt to a crisp, right in front of you. Then, I'll delight myself in beating you half to death, take my time with it. And then let you struggle through the broken bones and damaged nerves and muscles and sinew. And once you feel yourself coming back together, then I'll finish the job. Now then, we understand each other, son?
    [Spider-Man is taking a midnight swing to collage his thoughts in a way to resist Osborn's threats, only to spot a cloaked figure on a rooftop. His lenses narrowing, he swings down and confronts him]
    The Green Goblin: Thought I'd asked you to put the costume away.
    Spider-Man: Thought you got riddled with artillery fire and drowned in the East River. Guess we're just not as smart as we think we are, huh?
    The Green Goblin: Heh, so, am I to take this juvenile display of defiance that you're choosing to make this endeavor a bloody one?
    Spider-Man: Choosing? CHOOSING?! That's the word you use? Choice? As if that actually applied to me in "this situation". You didn't really offer me anything resembling a choice, Gobby. Try threatened. You threatened me with an ultimatum. Threatened my family. Threatened my life! And "juvenile display"? Was I the one who transformed himself into a 40-foot pointy-eared scaly green freak of nature and fucked a high school up in a fit of rage? Was I the one who murdered his wife? Was I the one who brainwashed his own son into thinking everything's just honkey-fuckin'-dory?! NO! That was YOU, Stormin' Norman. All you. Oh, and getting it to the Greek, what EXACTLY is your beef with me? Just what did I do to you?
    The Green Goblin: "What did you do to me"? Hehehehe HAHAHAHAAHAHAHAHAAHAHAHAHAAHAHAA!!!
    Spider-Man: Dude, everything that's happened to you is, must I say again, YOUR FAULT!. I had nothing to do with it. ANY of it. And even still, want nothing to do with you now! Lemme make this crystal ball clear: I won't work for you. I won't kill for you. I'm not your property. Not your servant, not your slave, not your apprentice, your flunkie, your sidekick, not your ANYTHING! I. Don't. Belong. To YOU! PERIOD.
    The Green Goblin: Ah, but you DO! No matter how much you deny it, I made you who you are now! You owe your powers to me, Parker. Your gifts were given by me! Therefore, your responsibilities are to me, boy!! And if you know what's good for you, you'll learn to obey me!
    Spider-Man: That a fact? That's all I need. A lecture in responsibility from YOU, of all people. Let me go with...hmm, no. And by no, I mean HELL NO. With a nice heaping helping of "fuck off!" I say again, I. DO NOT. BELONG. TO YOU!! You understand me!? And wanna know "what's good for me?" YOUR WARTY OLIVE-GREEN ASS EMBEDDED IN THE PAVEMENT, THAT'S WHAT! There's NO "us"! Spidey & Gobby, Dynamic Duo, doesn't exist. Never gonna be a thing. It's just not gonna happen! And you wanna know what else? You set a ugly green flat-foot within three feet of Mary Jane, Aunt May, or hell, anyone I know, and I will give you a fight you wouldn't believe! You feel me?! I'll hit you as hard as I can, give you everything I got and then some! I'll beat your ass into a smelly pile of relish! You're. Not. Touching them! And I won't let you do this. Whatever crazy Saturday morning cartoon baddie scheme you got brewing in that scaly head, forget it all. Never happening. Not tonight, not tomorrow, not ever! I've already lost enough. Two people, too many. I won't let you hurt anyone else. I won't let you kill anybody else. And if you try, I'll show just how good a job you think you did on me. I'll BREAK you in half, Goblin.

## Public Scrutiny
### Issue 32 - Just Some Guy

    [Spidey has just beaten his homicidal imposter to a pulp and yanks off his mask]
    Spider-Man imposter: P-Please... I'm- I'm just some guy...
    Spidey-Man: Just some guy? Just some guy?! [slams the imposter against a wall, eyes narrowed, practically seething under his mask] You have any idea what you've done to me!? You think I wanted to put on this ****ing costume, "Just Some Guy"!? You think I asked for these powers?! Asked for the slander and the mistrust?! Asked to get shot in the shoulder!? Asked for all the pain, trouble, and all-out BULLSHIT this has gotten me?! NO! I asked for NONE of it! But you know what, Just Some Guy? I do it anyway! What it is, this life, this job, this suit, this thing I do? It's a mission! It's what I do, all I can do, to make sense of it. What it all represents is something your stupid, selfish, worthless ass could never understand! You've ruined any goodwill I could've built up with these people! You've made my life and my job twice as hard, dammit! YOU! You're right about one thing. You're NOBODY! You're nothing! You're a loser! A flake! An ASSHOLE! You wanted to be hot shit, so you put on a superhero's suit and ruined his ****ing life, damn the consequences, right!? You murdered the police captain! He was a good man! He had a daughter! She's my friend! You know what you've done to her?! You ruined her life to! Everything you've done this week, ALL that you've done has affected me personally! NOW I'M JUST ANOTHER FUCKING CRIMINAL! [grabs the imposter by the throat, throttling him angrily]
    Spider-Man imposter: Please...I'm sorry...
    Spider-Man: NO! No apologizes! No "I'm sorries". I don't want to hear it! I should kill you for this! You understand me!? I should! Give me a reason not to! Tell me you don't deserve it! THEY ALL THINK THIS IS WHAT I AM! WHY PROVE THEM WRONG! TELL ME, DAMMIT! TELL ME!!!
[As the guy gasps and chokes, blacking out, Spider-Man comes to his senses, remembering what he said. He looks up, aware of all the bank patrons starring at him, horrified. All of them seeing what he was about to do. He looks back down at the imposter, hanging unconscious in his arms. He instantly lets him go, his hands shaking, his body trembling, like he's trying hard not to cry. Some of the people look on sympathetically at the clearly troubled hero, some are still just scared]

## Venom
### Issue 37 - Still

    Eddie Brock: It only hurts this much now because you have nothing to compare it to. It's all just training wheels. [...] it all fades away. When real life starts... you'll know it.
    [Venom is standing in front of Peter Parker, the face of the symbiote pulling back to reveal Eddie Brock's face.]
    Venom: Our fathers died so that I could live... and now you will, too.
    Peter Parker: Eddie...? What did you do?
    Venom: What you made me do. We were friends... [Venom lunges at Peter, tackling him to the ground] AND YOU BETRAYED ME!
    [Venom grabs Peter by the throat, hoisting him in the air.]
    Venom: Well, not anymore. The suit, this symbiote belongs to me. You tried to destroy it. Well, it's not yours to decide. It's mine now. It's like a poison. It's eating at my body. Tearing at my mind. I can feel it inside me, and outside me. Like poison in my veins. Like venom. Cold, black, venom.

### Issue 38 - Father's Pride

Dr. Richard Parker: [on a video tape, haggard, disheveled, and just so weary] Hello Peter, I--God, how do I begin? How can I express this right? You're around...about 6 years old right now, so innocent, so bright and full of vigor, you wouldn't understand this at all, but I pray that, if your aunt and uncle ever can forgive me, they'll show you this one day when you're old enough, or if you even find it yourself. I never dreamed the day would come that I would ever end up telling you this. It's something a father should never have to say to his son, even postmortem. And if it were a perfect world, or just a better one, I wouldn't. But it's time I told you the truth. Gave you some answer. Why we had to leave you. We're living in a world of liars. Those who would do or say anything just for the the appearance that they are better than they are. And never for a second would they ever actually try to be what they say. To be better. I'm finding more and more people who are simply words, and no action. It's disheartening to know that this's more or less the "real world". A world of naysayers and complainers. But me? No, I wanted to actually do something. I had talent, knowledge, patience. You could accomplish marvels with these. You hear those who complain, that world is a terrible place, right? So, I made it a mission to prove them wrong and to start solving all these omnipresent problems. And my reason? I watched my own bull of a father wither away in front of me, from cancer. And for the longest time, I was left to wonder one thing: why? So, I dove myself into 5 years of biology study. Graduated with 2 degrees, you already saw the plaques in my office, heh, if you remember that is. But me and your Mom got accepted into Empire State University. I looked into stem cell research, neurogenesis, regeneration. When I realized the sheer scope of what cancer was and what it did, I dedicated myself to the possibility that no boy or girl ever had to suffer through that again. I wanted to be the guy that finally cracked the cure for cancer. What a dream. If I did, what a legacy to leave behind. Fix one of the Lord's few mistakes. And the Black Suit was my best bet. I was so close. The early stages already showed so much potential. But, I made mistake number one when it came to funding. I made a deal with Bolivar Trask. Those men in suits your Uncle Ben talks about? He was the sleaziest, the absolute worst of them all. That fake-smiling slimy son of a bitch didn't care about the medical aspects of the suit. No, he wanted to make it another damn weapon. One more thing some trigger-happy investor or bidder would pay top dollar for, no hesitation. All that time, work and effort. All for nothing. Framed me for embezzlement, stole it, left me and your mother broke. That's why we left you with your aunt and uncle. Peter, you're too young right now to understand this, but if you grow up to be a scientist like me. You ever inherit this big brain. You ever think about applying yourself to something like this, ever try to give freely of yourself. I'm telling you now. And I shouldn't, but I will now: don't. Don't share them. Never sell them. Never give them away. Hold them close, in your heart. Because, and I mean it, if you let them, they will take it from you. And twist it. Twist it so tight it snaps. They will violate it. Corrupt it. Weaponize it. They could take a spatula and find a way to kill someone with it. And they wouldn't care. They never do. They use people like me, idiotic naive visionaries who think they actually could affect change. Do some good. What an amazing and utter waste of time, huh? And God help me, if my work. If my suit... is sold off to dangerous men, ever used to hurt anybody, I will never forgive myself. People will say I'm a monster. And they may end up being right. I just wish I had more time... I'm sorry, son...I hope if that ever comes to pass... That they won't think the same of you... Or that you won't think it of me... I love you, Peter. [closes on a stunned Peter's face, that twists into barely-contained rage, gritting his teeth]

## Irresponsible
### Issue 40 - Average Bear

    [Spider-Man enters just with a Spider-Man mask, and a shirt with a spider logo]
    Spider-Man: Hey, fellas? Look, I wouldn't typically be the one to tell you how live your life, especially like this. But how bout leave the poor lady alone.
    [Gang looks at Spider-Man puzzled]
    Spider-Man: What?
    Thug 1: Who're you supposed to be?
    Spider-Man: Seriously?
    Thug 1: Yeah, who the hell are you?
    Spider-Man: Uh, I'm Spider-Man. Ah doi. You not read the Bugle?
    Thug 1: Where's your costume?
    Spider-Man: Your girlfriend's washing it for me.
    Thug 2: Oooogghhh, ddaayyymmnnn!!

### Issue 43 - Help

    Jean Grey: In fact, you're the first guy in six months who hasn't immediately pictured me naked, so I appreciate that.
    Jean Grey: Until now... you done yet?
    Spider-Man: ........ Ok now I'm done.
    [Jean Grey stares angrily at Spider-man]
    Spider-Man: Ok now I'm really done.

### Issue 44 - Tampered

    [Spidey wakes up in the X-Men's mansion.]
    Spider-Man: You took off my mask?!
    Beast: We wanted to make sure you were still breathing.
    Spider-Man: Oh my God! Ever wonder if there was a reason I was wearing the mask in the first place? Every time I turn around, off comes the mask and then "Hey everybody! Check it out! It's Peter Parker!"
    [The X-Men snigger.]
    Shadowcat: We, uh, we actually didn't know your name.
    [Peter claws at his head]

## Cats and Kings
### Issue 50 - The Black Cat

    [Spider-Man meeting and seeing Black Cat for the first time]
    Spider-Man: You...are a considerable step up from the usual riffraff I find sneaking around the rooftops in the middle of the night.
    Black Cat: Hmhm, glad to know I meet someone's standard.
    Black Cat: Should never cross a Black Cat's path, hon. That's seven years bad luck for you.
    Spider-Man: Um... did I just have seven years bad luck or am I going to have seven years bad luck?

### Issue 52 - Cat Fight

    [Recounting what Black Cat said to Elektra]
    Spider-Man: "I'm not my father"? Who would her father even be? Batman?

## Hollywood
### Issue 54

    [On the set of the "Spider-Man" movie, Tobey Maguire is "crawling" on a wall in the Spidey costume.]
    Tobey Maguire: And one day the world will know just how conflicted-- AGH! AAGGH, can't see. I can't see!!
    Sam Raimi: CUT! What's wrong, Tobey?
    Tobey Maguire: The problem is I can't see out of this mask! Everytime I turn my head the mask shifts and--
    [Suddenly, he stares right at the real Spider-Man glaring at him with narrowed lenses.]
    Spider-Man: &@#! you. [points to Avi Arad] %$&* you, [turns [turns to the rest of the crew] %*$% you!
    [points to Sam Raimi]
    Spider-Man: All right, I liked Evil Dead 2, so you're cool, but aside from that, #*$% all of you, I'm out!
    [Spider-Man just angrily performed mind-boggling acts of acrobatics to prove how inferior the film will be to him.]
    Spider-Man: Are you seriously freaking filming right now? Why?
    Avi Arad: Because a little CGI tweak and I just saved, roughly, 1.2 million on special effects.
    Spider-Man: Screw. You.

### Issue 55

    [Sam Raimi and Avi Arad are on set of the "Spider-Man" movie, and on a distant wall, the real Spidey glowers angrily at them]
    Sam Raimi: Avi, why are we whispering? He's a half-mile away.
    Avi Arad: He might have spider-hearing.
    Sam Raimi: Seriously, "spider-hearing?"
    Avi Arad: Or something.
    Spider-Man: Well, I don't have spider-hearing. But I do listen. And I'm hearing your little conniving comments. And they're pissing me off!

### Issue 58

    [Spidey faces Brazilian authorities]
    Spider-Man: Speako Englisho! Please, does anyone speak anything even remotely close to English? I speak a little Klingon...

### Issue 59

    [Peter just fled Newark airport wearing his Spidey outfit plus earmuffs, a pullover, diapers, gloves and other outrageous stuff. On TV, eyewitnesses report a "crossdressing Spider-Man"]
    Mary Jane: Dressing up like a woman now? Is there anything you want to tell me?
    Peter: That I'm tired, I've had one hell of a night, that you're hot with your hair down?
    Mary Jane: You think flattery will spare you a lecture?
    Peter: It's worked before.
    Mary Jane: Not tonight, babe.

## Carnage
### Issue 60

    [Spider-Man talking to Gladiator, who is hunched over and looks smaller than he actually is.]
    Spider-Man: Hey, why don't you go and pick on someone your own...
    [Gladiator turns around, revealing his true, gargantuan size as he towers over Spider-Man.]
    Spider-Man: ...size? Alright, you stay here, and I'll go find somebody else? Okay?
    [Spidey is battling the Gladiator]
    Spider-Man: Listen, tryouts for Troy are over!

### Issue 62

    Gwen Stacy: I don't even know if I like boys.
    [Mary-Jane looks shocked, but switches to an unamused look]
    Mary Jane: You're messing with me, right?
    Gwen Stacy: [laughs] That I am.

### Issue 65 - Detention

    Kenny McFarlane: Listen, he's- he's not a bad guy. He can be loud. Mean even. But I promise you, man, he ain't a bad guy.
    Peter Parker: Uh, yeah he is, Kenny.
    Liz Allen: I'm with Peter, Ken. He's a dick.
    Kenny McFarlane: Look, buddy, all you two need to do is sit down and talk things out.
    Peter Parker: Kong, I've known Flash Thompson since I was seven years old. There's no "talking things out". I've met a lot of bad people these past two years... He's one of them. Sure, now he's just-- He's a bully. Plain and simple. Takes his shots, gives a wedgie, dumps a bucket of water, or even piss... and everyone laughs. Just jokes, right? He gets to say and do whatever he wants because he has a football jacket and a nice haircut... Because really, in the world as it is now... I guess all you need for everyone to like you, because no one'll ever tell you any different. But here's the thing...maybe he'll grow up, become a man. And because you've rewarded him for his behavior year after year after year... Because his parents don't seem to care... Because all he knows now is to be a bully, to treat people like shit... he'll be a thug. A criminal. Because that's all he knows how to be. The world is full of them. The world is being run by them. And your "friend" is one of them. Learn this and learn fast, Kenny. That is the real world. That is why Gwen is dead. That is why Harry is gone. That is why me, Kitty, and MJ are all of us down an actual family. Because good people don't always get a chance to be happy. And sometimes, they end up dead. Or even worse, forgotten. Because of people like that. Because of people like Flash. That is the cold hard truth, Kong.
    Kenny McFarlane: And me?
    Peter Parker: What do you mean, "and you?".
    Kenny McFarlane: Am I one of these people?
    Peter Parker: No, Kenny. You're not. You're....well, an idiot, to put it bluntly. Because you're best friends with someone who treats you like crap. You get that? Flash hangs around with you around with you solely to make himself feel superior. Having you kiss his ass and nod your head to every stupid thing that spews out his face makes him feel big and strong and better about himself, because God knows Mommy and Daddy don't. And yet you're worth ten of him.
    Kenny McFarlane: What about you, Pete? What kind of person are you?
    Peter Parker: [looks rueful, but pats Kenny on the shoulder before walking away] Nothing special.
    Mary Jane: [in disbelief] Completely wrong, Pete.
    Peter Parker: I'm sorry, Gwen.

## Superstars
### Issue 66 - Even We Don't Believe This

    Flash Thompson: Whomp whomp. (Flash flicks two fingers on the back of Peter Parker's head.)
    [ Wolverine in Peter's body turns his head to glance at Flash, Flash continues to give a cocky grin. This time, Wolverine in Peter's body fully glares at Flash.]
    Wolverine: (in Peter's body, obviously in a dangerous voice) Touch me again, fratboy. Go ahead, just try it. I dare you.
    [Flash's eyes widen in apparent fear and surprise.]

### Issue 67 - Jump The Shark

    Brian Michael Bendis: Even I couldn't milk three issues out of this one.
    Kitty Pride: Xavier's School for Gifted Youngsters... gifted youngster speaking.
    Wolverine (In Spider-Man's body): When I find out who did this to me, and- wait, why am I talking to myself. I never talk to myself. I'm talking as much as the kid talks. Dear god, I gotta get out of this body!
    Spider-Man (In Wolverine's body): [to Wolverine] You need to do a full body shampooing, man. You need to wash everywhere!
    Wolverine (In Spider-Man's body): Picked a bad day to start a fight with me, bub! You don't scare me with yer ramblin
    Spider-Man (In Wolverine's body): Cause you're messing with Spidey and Wolvie, and we're the best there is at what we do! And what we do isn't--!
    Wolverine (In Spider-Man's body): Kid, shut up!
    Spider-Man (In Wolverine's body): What?
    Wolverine (In Spider-Man's body): Stop the quippin'! It's annoying! I don't do that! It makes me look like a chump!
    Spider-Man (In Wolverine's body): Really, making you look bad? Of all people, I'm making you look bad? You look a chump?
    Wolverine (In Spider-Man's body): Yeah, believe it or not, squirt, I gotta an image ta maintain.
    Spider-Man (In Wolverine's body): And a stench!
    Spider-Man (In his body again, and is mad at the X-Men): Ugh! This whole bad day is your fault! All of you! Look, wanna know why everyone doesn't like you. It's not because you're mutants. I certainly assure you of that. It's because you do things like this and act like bunch of self-righteous *&!@#$%'s! [He screams out a bunch of expletives, quite angrily cussing them all out, and webs away]
    Jean Grey: Oh God, I didn't realize he'd be so upset. I should've never involved him in this. I have to apologize to him. Maybe send a gift basket.
    Colossus: [To Nightcrawler] How am I a expletive? I'm just standing here.
    Mary-Jane:: [To Peter] That thing you tried to do this morning, can we not do that till we're older?
    [She hugs Peter, who is in a state of Shock]

### Issue 68 - Popular

    [Sue has just told Johnny he needs to get his high school diploma]
    Sue Storm: Because you need to graduate high school. You only have a semester left.
    Reed Richards: It's nothing, Johnny. It takes barely any effort, just do it.
    Sue Storm: Get the diploma. For Dad.
    Johnny Storm: You didn't.
    Sue Storm: Because I have something better. I have four separate doctorates in chemical sciences.
    Johnny Storm: And yet no diploma.
    Sue Storm: I don't need one. You do, little brother. Get one.
    Mary Jane Watson: Peter, do guys like confidence in girls?
    Peter & Liz: No.
    Peter Parker: Guys like skanky outfits.
    Liz Allen: I will not dispute this.
    Mary Jane: So, one piece or two?
    Liz: I'd personally go as skimpy as I could.
    Peter: Can't say I wouldn't mind.
    Liz & MJ: Hush, perv.
    Liz Allen: Mary Jane Watson-Parker, you're making me beg.
    Peter Parker: What?
    Mary Jane Watson: Liz, do not call me that.
    Mary Jane Watson: Hi.
    Johnny Storm: Hi?
    Mary Jane Watson: I'm Mary Jane Watson-Parker. I-I mean-- I'm- I'm Mary Jane Watson.
    Johnny Storm: Alright, but you'll let me know when you make up your mind, right?
    Mary Jane Watson: We're going to the beach Friday night?
    Peter Parker: Meh.
    Mary Jane Watson: Bikini.
    Peter Parker: What time?
    [After Johnny accidentally flames on because he was too close to a bonfire]
    Johnny Storm: Uh... Yeah, I don't think I can bullshit my way out of this.

### Issue 69 - Meet Me

    Mary Jane Watson: You know Gandhi never webbed someone by their feet and hung them upside down from a lamp post.
    Peter Parker: Y'never know, maybe he did and we just never saw.
    Johnny Storm: FLAME ON! NO ONE STEAL MY JACKET!

### Issue 70 - Ultimate Strange (1 of 2)

    Hawkeye: See ya at prom, twerp.
    Black Widow: Be nice, Clint. He's just a kid.
    Hawkeye: And I hate kids.
    Black Widow: Clint Barton, you are a father.
    Hawkeye: There's a difference, Nat.
    Black Widow: Is there?
    Hawkeye: I say there is.
    Black Widow: You say a lot, Archer Man.
    Ben Urich: So I hope you learned something.
    Peter Parker: That if you trip on the sidewalk, everyone is gonna laugh at you?
    Ben Urich: You are a bright kid.

### Issue 71 - Ultimate Strange (2 of 2)

    Ben Urich (Nightmare): Picture this, J.J. Say a giant robot busts in, grabs him, crushes him like Play-Doh and tosses him in the East River and no one will ever find him. Ten years will pass and nobody will even remember the name Spider-Man. He'll be ancient history.
    J. Jonah Jameson (Nightmare): You serious?
    Ben Urich (Nightmare): As a stroke.
    J. Jonah Jameson (Nightmare): I don't believe it.
    Ben Urich (Nightmare): Watch!
    [Giant robot smashes through the wall and grabs Peter]
    Ben Urich (Nightmare): See?
    J. Jonah Jameson (Nightmare): Genius is as genius says, Urich.

## Hobgoblin
### Issue 72

    Spider-Man: Okay, I gotta skedaddle. I got another group of ungrateful weasels to save across town. Btw, when the police come, make sure to stare at them blankly, too. Oh, and if one of you could blame me for all this, that'd be a big help.

### Issue 74

    Captain Jeanne De Wolfe: The Gladiator-museum disater, thanks for helping out there, sport.
    Spider-Man: He called himself the Gladiator?
    Captain Jeanne De Wolfe: He's psychotic. Psychos tend to do that.

### Issue 78 - Dumped

    Teacher: Excuse me, Mr. Parker where are you going?
    Peter Parker: Bathroom.
    Teacher: You sit down right this--
    Peter Parker: Or what? You'll fail me? I could teach this class.
    Liz Allen: What is so special about Peter Parker?
    Flash Thompson: Someone please explain to me... What is so frickin' special about Peter Parker?
    Mark Raxton: Sit down, ace.
    Flash Thompson: Hey, do you know who--
    Mark Raxton: Sit down.
    Flash Thompson: No--
    Mark Raxton: Sit!
    Flash Thompson: But--
    Mark Raxton: Just sit down, dammit!
    Singer of Mark's band: YOU'RE MY MOLTEN MAAAAAAAAAAAANN!! AND I'M MELTING ON YOUUUUUUUU!
    Kenny McFarlane: Catchy.
    Kenny McFarlane: Why am I here?
    Mary Jane Watson: Because we love you, Kenny.
    Liz Allen: And your car.
    Kenny McFarlane: (I gotta get in a band.)
    Liz Allen: Go! We have a previous engagement.
    Kenny McFarlane: Oh, now I know why I'm here.
    Liz Allen: Toodleicious!
    Kenny McFarlane: Damn, I gotta get in a band.
    Mark Raxton: What's so special about this Peter Parker?
    Mary Jane: Everything.

## Warriors
### Issue 79

    [After Hammerhead kills Silvermane]
    Hammerhead: I think I've got enough up here already.
    Hammerhead: [repeating line] (What) the hell is Tivo?

### Issue 80

    [Spider-Man is fighting Moon Knight]
    Spider-Man: I can't believe this. You're wearing white? At nighttime, in the moonlight. I mean, look at you! You're filthy!! How the hell are you ever going to prowl the rooftops stealthily? They're gonna see you coming a rooftop away, Einstein!
    [Moon Knight throws crescent darts at Spider-Man and Spidey webs them. He is holding them now.]
    Spider-Man: Hey, these're cool! They're like batarangs. You carve these out yourself or do you have 'em custom made?
    Moon Knight: Those are mine!
    Spider-Man: Until you threw 'em at me. Now they're mine.
    [Moon Knight steps back in bewilderment]
    Moon Knight: Okay, just how old are you?
    [After Ben Urich informs Jonah of a lead to Fisk Enterprise]
    J. Jonah Jameson: BOOM!
    Ben Urich: Yahtzee!!
    J. Jonah Jameson: Wait, what?
    Ben Urich: I was trying it out.
    J. Jonah Jameson: Yeah, don't.
    [After Peter suggested to change the headline "Moonman" to Moon Knight]
    J. Jonah Jameson [pondering]: Yeah, Moon Knight. That's a name that sells papers.
    [Peter looks aspire]
    J. Jonah Jameson: [flatly] What're you waiting for? A raise? Get back to work!
    [Elektra and Spider-Man are in a lift. Spidey cannot help staring at her voluptuous chest.]
    Spider-Man: What was your name again?
    Elektra: Elektra. And my face is up here.
    Spider-Man: What? No, I wasn't....
    [Spidey looks down in shame. Elektra smirks.]
    Kingpin: People. The people who you risk your life for everyday. Why do they think they hate you?
    Spider-Man: Because I dress in red and blue spandex that rides up in my junk and made it my purpose in life to be the needle stuck in your wide ass?
    Kingpin: They--
    Spider-Man: Oh wait. I know why. It's because I run a criminal empire and cloak it in charity work and quote unquote legitimate businesses and try to sell myself as something I'm not. No, that's you, Fisk.
    Kingpin: No, Spider-Man. They hate you because you're a constant reminder of what they aren't. Special. Unique. Amazing even. They're ungrateful because you make them feel small. Useless. Unspecial. They are in fact like sheep. Deep down, they're grateful to be ordinary. You're vigilantism, stopping crooks and villains alike, I'm sure, because you want to change the world, yes? Perhaps because you're young. Because you benefit from optimism and idealism that comes from being a child. And I truly do envy that, son. I don't envy the day you realize what the reality is. Heroes are outcasts. They're loathed and envied. To be a beloved hero is a fantasy. In the real world, people want to be free to do whatever they want. But, when they see you beating down the dogs, they feel you're bearing down on them. Like they aren't allowed anymore, lest you come after them next. In truth, I don't hate you. I don't hold anything against superheroes in general. Because, nothing you do, in the long scheme, could ever dent my outcome. My goals. You're a nuisance at best. The law, the rules, are shackles. Keeping the greedy from getting what they want. And so, they want me to give it to them. That's the cruel truth of the world, my boy. People, at their core, don't care about anything but themselves.
    Spider-Man: That's how you see it, but you're the criminal, so I don't particularly care or believe what you say. And as for reality? Mutants are a reality. Captain America's a reality. Iron Man and his battle suits are a reality. The Hulk is a reality. And if they can be real, so can I.

### Issue 81

    [Upon executing Shang-Chi]
    Hammerhead: Do you have a gun?
    Gang Thug: No.
    Hammerhead: [drawing his pistol] You should get one.
    Spider-Man: Listen, if you're displeased with our service, please file a complaint to our--
    [Spider-Man punches Hammerhead in the head, not knowing that his head is in fact made of steel]
    Spider-Man: $%@#! SON OF A MOTHERF-AAACK! What the hell are you made of, titanium?! God, I think I broke my freakin' hand!

### Issue 82

    [Hammerhead is holding Spider-Man at gun-point]
    Hammerhead: Skank! Back off! I'm conducting business!
    Black Cat: Gasp! Y'think I look skanky in this outfit?
    Hammerhead: It's not a negative.
    [Hammerhead fired his gun, but only in causing it to explode in his hand by Spider-Man, who webbed Hammerhead's hand]
    Hammerhead: ARGH! RrrrMy hand!!!
    Spider-Man: You shot a bullet into my web. Or did I shoot a web into your bullet? (I always get the two confused.)
    Spider-Man: Jeez!
    Black Cat: Time to go, spider. Come on...
    Spider-Man: Interesting night. I got shot at three times in fifteen minutes. Must be a record.
    Black Cat: And there was that grenade in your face.
    Ox: I wasn't doin' nothin'!!
    Police Officier: You have the right to an attorney.
    Ox: I was lookin' for dim sum!
    Police Officier: If you can't afford an attorney--
    Ox: I'm out on parole.

### Issue 83

    Spider-Man (thinking on Hammerhead): That head on him is freaking me out. What is he? A mutant? Was he whacked by a radioactive hammer?
    [Spider-Man & Black Cat have just leapt into the middle of a fight involving Elektra, Iron Fist, Hammerhead, Moon Knight, Shang-Chi and The Enforcers]
    Hammerhead: Oh, come on!! You never did this to Wilson Fisk!
    Spider-Man: Uh...Who's the bad guy here?
    Black Cat: I'm not completely sure.
    Spider-Man: Look who I'm asking.

### Issue 84

    [While fighting Elektra]
    Spider-Man: Hey uh, are you busy Friday night, because me and my girlfriend have split up and--[Spider-Man then kicks Elektra]
    [Spidey has just stopped a huge battle between Black Cat, Elektra, Iron Fist, Hammerhead, Moon Knight, Shang-Chi and The Enforcers by filling the room with webbing.]
    Spider-Man: You guys are freaking crazy! Yeah, and this's coming from a weirdo in red and blue spandex! I resemble that!
    [Hammerhead is webbed by Spider-Man]
    Hammerhead: (to Spider-Man) Son, I've got a list!! And you've just made the top of-- [Hammerhead's mouth is then webbed] hmmmff!!
    Spider-Man: Yeah yeah, "I've gotcha on a list, boy!", could you be any cheesier? God, which 30s crime movie did you walk out of, Pachino?
    Moon Knight: (to Spider-Man) YOU IDIOT! The entire city hangs in the balance over what happens here and you're sticking your nose in where it doesn't belong!!
    Spider-Man: As in, all five boroughs?
    Moon Knight: Yes.
    Spider-Man (to Montana): Can you believe he wears white to a super brawl, at night?
    Montana: Kid, just shut up....
    Spider-Man: You can't blend in to the shadows in white. Hence why Batman works in black.
    Moon Knight: Now the police are here and we have nothing to show for this-Gaaacklllck!
    [Elektra has ran Moon Knight with her sai]
    Elektra: You really shouldn't involve yourself in other people's affairs, Mr. Spector.
    [Hammerhead took a picture of Moon Knight's unmasked face from his mobile phone]
    Hammerhead: I own you!

### Issue 85

    [Black Cat has pinned Spidey against the wall and wants to make out with him.]
    Spider-Man: Cat? What--what're you--woah!
    Black Cat: [seductively] You've got this kitty purring, Spider. I want to see if you can kiss as good as you fight.
    [Black Cat pulls off his mask, revealing Peter's quite youthful face.]
    Black Cat [utterly horrified]: I thought you were -- you're just a-- H-how old are--Oh my god, I was about to---
    [Black Cat vomits on Spidey and runs away in shame.]
       Note: Spidey is about 15-16, and Felicia Hardy, aka Black Cat, is probably at least in her twenties.
    [Kingpin is speaking to a informant, whose face is obscured]
    Kingpin: At least one good thing came of this.
    Informant: Yeah?
    Kingpin: Spider-Man trusts you now.
    Informant: Yeah, guess he does. So, what do you want me to make him to do for you?
    [Full-page shot of the informant, namely Jeanne De Wolfe]

## Silver Sable
### Issue 86

    [Spider-Man about to crush Omega Red with a fork-lift]
    Omega Red: You know what I'm going to do to you when I--
    Spider-Man: Don't know, don't really care.
    [Spider-Man crushes Omega Red]
    Spider-Man: Woof! Uh, anyone got any Advil?
    Omega Red (weakly): Ow.
    [After Silver Sable upper-kicks Flash Thompson, after having thought he was Spider-Man]
    Silver Sable: Clearly, this is not Spider-Man.

### Issue 87

    Kong: Hey Pete, you seen Flash?
    Peter Parker: Flash Thompson? Wait, lemme check my underwear.
    Kitty Pryde: But we... Should get out of here. The sunglasses are the lamest disguise ever.
    Peter Parker: [snorts] That's a disguise?
    Kitty Pryde: A seven-foot rhino?
    Peter Parker: Coulda been eight-foot-two.
    Kitty Pryde: An eight-foot rhino?
    Peter Parker: Wasn't exactly a real rhino. It was some mobster dude in a military-prototype weaponized exoskeleton that had a huge horn on his head. On the side in black it was labeled R.H.I.N.O.. Dunno what the acronym stands for.
    Kitty Pryde: There was a man in an eight-foot-two mechanical rhino exosuit plowing through traffic in Times Square? Smashing God knows how many cars? In broad daylight?
    Peter Parker: Yup. Oh, and Iron Man was there to, he had my back.
    Kitty Pryde: You aren't pulling my leg? You're being absolutely serious?
    Peter Parker: Kitty, we are the both of us superpowered genetic anomalies. I say "eight-foot-two robotic rhino-man", you say "sounds like Tuesday afternoon".
    Kitty Pryde: I guess you're right
    Peter Parker: I know I am.
    Kitty Pryde: Any idea why the "R.H.I.N.O." would do such a thing?
    Peter Parker: Beyond money or indescript bloodlust, not a clue, said the skinny freak in the red and blue unitard.
    Kitty Pryde: You'd think that would be on the news.
    Peter Parker: Eh. That's American media.
    Kitty Pryde: Well, babe, you did save the day, right?
    Peter Parker: I certainly hope so.
    Kitty Pryde: Wow.
    Peter Parker: Hey, you ever have your fair share of this kinda stuff? Y'know, with the X-Men?
    Kitty Pryde: Saw crazy powerful baddies, but never mechanized rhinos.
    Peter Parker: Had no idea you'd be this impressed.
    Mary Jane Watson: Flash Thompson.
    Peter Parker: He's going to rich off this, isn't he?
    Mary Jane Watson: Well, that's the world we live in, right?
    Peter Parker: Yeah, and here I am, broke as the day I was born.
    Mary Jane Watson: Flash Thompson: Spider-Man.
    Peter Parker: Uh huh.
    Mary Jane Watson: Flash Thompson: The "hero".
    Peter Parker: Uh huh.
    Mary Jane Watson: [grins] And we both know he was really screaming like a bitch and running completely the other way, right?
    Peter Parker: [grins back] Without a doubt.

### Issue 88

    [Having seen the news media swarming over Midtown High School looking for Spider-Man]
    Chen: Wow, are we so entirely screwed.
    Fake Spider-Man: I CAN'T HOLD IT IN ANY LONGER, I MUST REVEAL MYSELF TO THE WORLD!!!

### Issue 90

    Tony Stark: "Spider-Man is currently in an midair engagement with some skinny bald prick in dressed like a buzzard that joined S.W.A.T. That basis for an SNL skit if there ever was one. Maybe I should ring 'em up my next leave of absence.
    Elijah Stern: You're a puppet. A puppet! With no puppeteer!! Who doesn't even know he's a puppet.
    [Vulture is plunging to the ground after having his equipment shot by Silver Sable]
    Spider-Man: Wonderful, now I gotta save his stupid ass.

## Deadpool
### Issue 91

    The Ringer: I'm the Ringer!!! Straight up, I'm from Waldorf, Maryland!
    Spider-Man: What? What does that even mean? I don't get the reference! Does not compute! Spider-Brain.exe has crashed!
    Spider-Man: I gotta- did I miss a memo? Did Maryland become cool?
    Deadpool: Faaaaar out... it's Spider-Man! There's something we didn't expect to get today... Bonus.

### Issue 92

    Reaver member: I want to take off his mask.
    Deadpool: Hey. What did I say when you took the job, loser? If you're wearing a mask, it stays on. It's on for a reason. Respect that.
    [Spider-Man wakes up in front of Deadpool]
    Deadpool: Yo, Spider-Man? Mornin', sweety. Rise and shine. Time to greet the day.
    Spider-Man: What's-- who--??
    Deadpool: Now, throw him overboard.
    [Spider-Man is then thrown out of a high-flying helicopter]
    Spider-Man: Are you shitting me!!!?
    Colossus: You do not recognize me?
    Spider-Man: Aunt May?
    Colossus: I am one of X-Men.
    Spider-Man: Shiny Russkie!
    Colossus: Colossus.
    Spider-Man: I was close, wasn't I?
    Colossus: Indeed you were, comrade.
    Bonebreaker: I'm the Bonebreaker and I am here to break some bones!!!
    Spider-Man: Well, can't say there'll be any confusion, right?
    Colossus: And if Kitty attacked you, and Storm attacked me...we're dealing with a shapeshifter.
    Spider-Man: Or, women have decided to take over the world. I knew it was coming, but no one listens to me.
    Colossus: This is serious situation, comrade. Joking at this time is most inappropriate.
    Spider-Man: Lemme cope, dude.
    Spider-Man: I'm really hoping it's Central Park.
    Colossus: I don't think it is.
    Spider-Man: I know. Don't get alarmed if I crawl up in the fetal position crying, kay?
    Cyclops: Ready.
    Storm: Ready.
    Colossus: Ready.
    Spider-Man: Meh.
    Spider-Man: What's Krakoa Island?
    Shadowcat: It's a prison island for mutants. The nation of Genosha imprisons mutants, sends them here, hunting them, and kill them. For sport.
    Spider-Man: You serious?
    Shadowcat: They broadcast it on TV. We came here last month to investigate it. And oh boy, professor was not pleased. He'd given us explicit instructions not to. Buuuut, we did it anyways.
    Spider-Man: We're on TV right now??
    Shadowcat: Maybe.
    Spider-Man: As of this moment?
    Shadowcat: I said "Maybe?" didn't I?
    Spider-Man: They captured you, brought you here to kill you on live television?
    Shadowcat: And you.
    Spider-Man: Doesn't that sound rather inhumane?
    Shadowcat, Jean Grey & Cyclops: YES!!
    Deadpool: Well, that's one way to look at it.

### Issue 93

    Spider-Man: But I'm not a mutant. Not that there's anything wrong with that! But there is something wrong about riffing a ten-year-old Seinfeld bit. So if you're killing me over that, I completely understand!
    [Deadpool grabs Nightcrawler by the throat]
    Deadpool: It's the blue smelly one... What's-his-face? You should'a listened to your team captain, Cyclops, and ran like hell, Furby! If you can tell me in 20 words or less why you thought this was a good idea, I just might let you go.
    Nightcrawler: KKgg!
    Deadpool: See, I don't get it either.
    Deadpool: It's funny, I came here with starry-eyed dreams of killing me some X-Brats... but all I can think about is that hunky Spider-Man!
    Spider-Man: If I was a lesser superhero, I would say something lame like- "Your show's been cancelled." But that's far beneath me.
    Shadowcat: The fact that you thought of it is a cause for concern.
    Spider-Man: Name calling!? See, now you've mad me all mad and stuff. You know how hard it is for a guy like me to find a nice girl? You're making me look bad in front of my lady on TV. I mean, sure, kidnap me, kidnap her, but when you start with the name calling!!

### Issue 94

    Spider-Man: I have spider-sense! You got to learn to trust the spider-sense!
    Spider-Man: If this is a TV show going out live to half the world, do you think we could be up for an Emmy, because I think--
    [Spider-Man gets shot by one of the Reavers]
    Spider-Man: [extremely pissed off, webs and pound the Reaver] %*&*%*@#er, I swear to God, the next %$#@head that shoots me I will stick my hand up your ass and work you like a puppet!
    Deadpool: Don't--
    [Spider-Man unmasks Deadpool]
    Spider-Man: Dude, could you do me, and the entire world watching a favor, and SHUT THE HELL--Oh dear god---
    [Spider-Man and everyone present are surprised]
    Shadowcat: Holy crap!
    [Deadpool's entire face and head is heavily mutilated nearly to a skull, with a hear shaped clear dome around it]
    Deadpool: See, whaddid I tell you!?
    Deadpool: Do you understand? Do you?
    Spider-Man: I understand you smell like a Taco Bell dumpster on a hot day!
    [Deadpool pins Spider-Man to the ground and points his guns at his face]
    Deadpool: I like you, Spidey. You and I, I feel a spiritual connection between us. [cocks hammer] Emphasis on the "spiritual".
    [After Deadpool exploded into nothing]
    Reaver: Let's do it for Wadey!!

## Morbius
### Issue 95

    J. Jonah Jameson: Vampires!??
    Ben Urich: Jonah, babe, here in New York City, we got mutants, Spider-Man, Captain America frozen in a block of ice for decades, Tony Stark with a high tech arsenal of walking tanks, Bruce Banner who turns into a big green monster when sufficiently pissed off, Hank Pym who can grow and shrink at will -- But vampires is too much for you?
    J. Jonah Jameson: Am I not allowed to hope for something normal today, Urich!?
    Peter Parker: Ms. Brant, what happened?
    Betty Brant: Urich didn't come home last night. He's been missing for a day. Ten bucks says Wilson Fisk tossed him in the river.
    Peter Parker: I'd take that action, but I'd feel really bad about it.

### Issue 96

    Morbius: Stand down hellspawn!! You know who I am!
    Spider-Man: First of all, I don't know know who you are and secondly--
    Morbius: I'm not talking to you, boy!
    Spider-Man: Okay. The wolf is talking. I'm officially creeped out.
    [Having been bitten by a vampire]
    Spider-Man: NOOOOOOOOOOOOO!!! DAMN YOU! YOU'VE TURNED ME INTO EDWARD CULLEN!!!
    Spider-Man: Who- what's your name, dude?
    Morbius: Morbius. Michael Morbius. And if we ever bump into each other again... Let us both pray you have matured..... thoroughly.
    Mary Jane Watson: It's dead. It won't bite you and give you frog powers.
    Liz Allen: [hysterically] YOU DON'T KNOW THAT!!!

## Clone Saga
### Issue 97

    Peter Parker: And that is?
    Mary Jane Watson: That's Mark Raxton. The Molten Man.
    Peter Parker: Molten Man? Wow, now that's a bad costume!
    Mary Jane Watson: His band. The Molten Man.
    Mary Jane Watson: Well, I'm engaged to the Human Torch.
    Peter Parker: Myuk nyuk. You wish.
    Mary Jane Watson: Actually, I'm holding out for Daredevil.
    Peter Parker: He's in his 30's, MJ, good luck.
    Spider-Man: Okay... Uh... Are you mad about a sale?
    Spider-Man: You know, I'm no doctor but... I think you may need different medication.

### Issue 98

    Reed Richards: Johnny, drink this.
    Johnny Storm: It's water.
    Reed Richards: Yep.
    Johnny Storm: I can see the headline: Doctor Reed Richards, leader of the world famous Fantastic 4, discovered water. Nobel Committee in emergency session.
    Reed Richards: I made it from my urine.
    [Johnny gives a blank stare, officially broken from reality]
    Ben Grimm: Wait, you know the name of Kevin Costner's character in Waterworld? How many times have you seen it?
    Susan Storm: Reed, sweetie, remember when you asked me to remind you when you were behaving in an "unacceptable manner"?
    Reed Richards: But it's water now, Sue!
    Susan Storm: That you made from your own piss! And tried to make Johnny drink it! That's fucking disgusting!
    Reed Richards: Spider-Man, you can't just crawl in whenever you feel like it. The Baxter Building has the most sophisticated and dangerous security system on Ear--
    Spider-Man: Sorry, Reed, I don't have my phone on me. [revealed to be holding the Scorpion, a clone of him] Could I ask a favor and have you give him a lookover?

### Issue 99

    [Peter telling Aunt May that he's Spider-Man]
    Peter Parker: Spider-Man. The guy who crawls on walls. Who swings on webs. Who wears the red and blue unitard. That's me.

### Issue 100

    Peter Parker: You knew my dad was alive and you didn't tell me??!!
    May Parker: You're Spider-Man and you didn't tell me, boy!
    Peter Parker: Fair enough!

### Issue 101

    [After the Fantastic 4 have arrived to help Peter against Fury & the Spider Slayer regiment]
    Human Torch: Fury, for God sakes, leave him the hell alone! I am not kidding! What he's been through tonight was punishment enough! So, Back. Off.
    Mr Fantastic: Excusing Johnny's lack of tact, Director, but reasonably, couldn't you tell us what is going on here? Peter here, as far as I see, has done nothing wrong.
    Nick Fury: I'm kind of in the middle of a domestic military operation, Richards. So reasonably, follow my direct order and go home!!
    Human Torch: Yeah? Well here's my retort. Kiss my ass, Nick. I've got four friends. A total of four. I am sure as hell not letting you arrest one of them. He isn't responsible. So if you think about detaining him without due process, you're going through me first.
    Thing: No offense, Red, but you are one ugly--
    [Carnage attacks Thing]
    Thing: Hey, I ain't done... childishly insultin'--
    [Carnage throws Thing from outside the Parker's house in Queens to a convenience store.]
    [Carnage is turned back into Gwen Stacy]
    Peter Parker: Oh my God... Gwen!!??
    Human Torch: Now it's a chick?
    Thing: Kid, I have no idea what's going on...

### Issue 102

    Peter Parker: Where did you get the OZ from?
    Unidentified voice: He got it from me.
    [ Otto Octavius is shown, infront of Reed Richards & Nick Fury]
    Otto Octavius: His father.

### Issue 103

    Otto Octavius: Oh! You've finally got me, haven't you, Arachnid? So, are you going to punch me in the jaw again? Humiliate me? Like you had before? Will that satisfy you, boy!?
    Peter Parker: YOU BETTER FREAKING BELIEVE IT!

### Issue 104

    MJ transforms into a Goblin-like creature in Reed Richard's lab
    Thing: Sweet Aunt Petunia on a cracker!
    Spider-Man: I don't have anything to follow that, so, ditto!
    Nick Fury: HALT!! My name is Nick Fury and this situation is under S.H.I.E.L.D. control!!
    Henry Gyrich: Yeah, uh-huh... Henry Gyrich, FBI!!!
    Nick Fury: We have the situation here, Henry. Send your farm boys home.
    Henry Gyrich: Fury, this is an FBI operation. So, no offense, you stand down.
    Nick Fury: Oh yeah?
    Henry Gyrich: Yeah! Fury, where's Doctor Octavius?
    Nick Fury: Who?
    Henry Gyrich: Doctor Otto Octavius?? Where is he?
    Nick Fury: Oh! Guy with the bowl cut and the metal arms?
    Henry Gyrich: Yes!
    Nick Fury: Well, I don't know. In jail, right?
    Henry Gyrich: Fury. This isn't
    Nick Fury: What is the situation?
    Henry Gyrich: I know you know.
    Nick Fury: Know what?
    Henry Gyrich: Stop it! What are you doing?
    Nick Fury: Defending the country. What are you doing?
    Henry Gyrich: Where's Octavius, dammit??!!
    Nick Fury: Wait a sec... Judging by your obvious nervousness and desperate tone, did you collaborate with Dr. Octavius behind mine and the President's backs, to create clones of a known superhero for devious reasons, mostly likely as rogue mutant deterrent operatives meant for very treasonous domestic terroristic purposes, and since it's clearly gone wrong, you're at risk of sedition, unsanctioned human experimentation, and being in cahoots with a known domestic terrorist? Am I right, Henry?
    Henry Gyrich: (weakly) Is he in there?
    Nick Fury: (grinning smugly) Bitch, you tell me.
    Doctor Octopus: If people insist on calling me Doctor Octopus...then Doctor Octopus I shall be!
    Various impacts rock the Baxter Building
    Thing: Oh, great. Now I have to reset the Tivo.

### Issue 105 - Clone Saga: Epilogue

    Nick Fury: Where's Peter Parker?
    Ben Grimm: Who?
    Nick Fury: Son, I'm this close to bringing you all up on charges.
    Ben Grimm: Fury, yer treatin' this kid like he's the bad guy. And he ain't!
    Nick Fury: No. He wasn't the bad guy. But he was the weapon of choice of the bad guy and that situation has not been sorted out.
    Ben Grimm: Yeah? And none of it was his fault. Ya have the mastermind behind it all. In fact, the kid beat 'im up and gave 'im to ya.
    Nick Fury: It's a situation and it needs to be contained.
    Mary Jane Watson: Fury, just stop. I mean just stop. You heard the big guy. None of this is Peter's fault. And you wanna know the strange thing? Peter looks up to you. Y'know that? All your interference, all your butting in, all of your condescending, and somehow he still finds a way to admire you. You wanna know why. Because he's like you. He wants to do his part, Director. To help protect the world. Help the people. Isn't that what you do? He wants a place on the Ultimates. And yet you'd punish him for it. You ask me? That's fucked up. And I'm sure you know that it's true.
    Aunt May: Hi sweetie.....
    Peter Parker: I'm so glad you're okay.
    Aunt May: Hey. That costume... It'sss a terrible costume.
    Peter Parker: Welcome to the club.
    Jessica Drew: I need get some money.
    Peter Parker: Do me a favor, Jess? Please don't rob a bank. You'll make me look bad. Oh, uh, Aunt May knows I'm Spider-Man now.
    Jessica Drew: Is she okay?
    Peter Parker: She will be.
    Jessica Drew: Thank God.
    Peter Parker: Amen.
    Jessica Drew: Really. And MJ?
    Peter Parker: Long since dodged that bullet.
    Jessica Drew: Gotta say, Reed Richards is a pretty cool dude.
    Peter Parker: I'm with you there.
    Jessica Drew: And Sue Storm is hot as fuck.
    Peter Parker: Wait, say what no-
    Jessica Drew: Yeah, see ya, Pete.
    [Spider-Woman leaps off a building, web-swinging away]
    Peter Parker: It's been one of those days...
    Peter Parker: Organic web shooter, huh? It's cool, but disgusting.

## Ultimate Knights
### Issue 106

    Peter Parker: I love hospital food. I don't know why people are so down on it.
    Johnny Storm: And there he is, ladies and gentlemen, boys and girls! I give you the world's greatest superhero.
    Peter Parker: Who told you that?
    Johnny Storm: Or are you a clone of the world's greatest superhero?
    Peter Parker: Buzz off, Johnny.
    J. Jonah Jameson: Readership is falling in every newspaper in America, Urich! Newspapers across the country are folding up shop! And this ridiculous article is what you hand in?
    Ben Urich: Project Pegasus is a real thing, and it's not my fault readership is down in every paper in America, Jonah.
    J. Jonah Jameson: Yes, it is, Ben.
    Ben Urich: Is it?
    J. Jonah Jameson: Considering your work has kept politicians back and thugs behind bars, Ben, I'll say yes, it is.

## The Talk (issue 111)

Peter: You'd need to be a genius doctor of particle physics to even know the terms that describe what was happening and how they defied all those laws and terms...
Peter: ... But then there was this nice, terrified lab assistant under the tables who kept yelling things like: 'Frank please... I'm so, so sorry... it was an accident'.
Aunt May: Peter. I love you. You are my son. In my wildest dreams I couldn't even imagine that you would have grown up to be this good of a person. You are the best parts of your father, your mother, and your Uncle Ben... all rolled up into one amazing young man.
Peter: An Amazing Spider-Man. And I've got the best of you, to.

## Death of a Goblin
### Issue 112

    Norman Osborn: [monologuing to himself] I hope you're happy, Nicholas. Keep me locked in here like some sort of wild animal. Cover up your dirty little secrets, maintain your perfect PR with your federal and corporate lapdogs. Go above and beyond to shift the blame onto someone else. I'd be lying if I said I wasn't sick of it. So, I think it's time you got a upclose look at the beast you're poking with a stick. You bit a hand that you could've eaten well out of, had you chose. But instead, you ruined my life. Added me to your collection of scapegoats. And as the Lord himself says, do unto others as they've done unto you. So please do watch, Fury. Watch intently the monster as he comes out. Watch him gnash his teeth. Scrape the walls with his claws. Watch the Goblin as bares down on you. Seizes you as you sleep, and roasts you alive, till the flesh shrivels, and peels off your BONES!!!
    Peter's teacher: Flash and Liz. Mazel tov, it's a boy. Kenny and Izzy.
    Kenny: But we're both dudes
    Peter's teacher: If you say so.
    Carol Danvers: You might have missed this part of the conversation, but... [Nick] Fury ain't here. You got complaints, Normy, you got to talk to me.
[Peter's just walked into his living room after Aunt May has left on errands, only to find Norman Osborn sitting on the sofa before him, in a bathrobe]
    Norman Osborn: Hello, Peter. Sorry if it looks a little ridiculous, was in a hurry and not much fit here but your aunt's robe.
    Peter Parker: What do you want, Norman? Like, seriously, how many times am I gonna have to say 'No' before you get a clue and leave me and my family the hell alone?
    Norman Osborn: As many times it takes before you get a clue and realize what you are. Peter, you might hate it, but the truth still stands. You're my greatest creation. You're my life's pursuit and struggles made flesh.
    Peter Parker: An accident, Osborn. That's the word you're looking for. An accident. Some hapless nerd who was in the wrong place in the wrong time. And, despite how much it's ruined his life, has tried to make the best of it ans use it for something besides myself considering what a big damn mess people like you tend to make of things. I wasn't planned. And I certainly didn't choose this. You did. And even if you didn't mean to, you still tried to hurt me and mine for your own sick goals. Hell, it's not even limited to me or my family. You wrecked your own, to! You murdered your damn wife, man! And you've mangled up Harry's life far worse than you ever did mine! Everything that kid hates about himself and every hardship he's had to go through is directly thanks to you. Your own son. Bad enough that you brainwashed him into thinking everything was honky-dory, bad enough that he hasn't had a semblance of anything normal or average for an entire year. But now you've thrust this mutant Goblin shit on him too! Yeah, he really is his father's son now, whether he wanted to be or not! And Mary Jane? She still has nightmares from when you tried to kill her. You're the monster in my and her closets. That much a certain. I'm not your accomplishment, Norman, And I'm Well refused to be...I dunno, your ward, your apprentice, your puppet, your accomplice, whatever you'd like to use. I'm not your achievement, and I'm damn sure not your son. You have a son. And you ruined him. I guess that's one more thing Harry and I share in common, just two more poor saps whose lives you irrevocably fucked up. That seems to be more your life's work than anything you've procured in a lab or debated in a conference room.
    Norman Osborn: You're right, son. And like I said last we met, when I tried to induct you into our circle of fellows for a higher purpose, those were adjustment periods. But I think I finally have my head on straight. So I'm here to start over. Clean slate, fresh start. No threats, no blackmail, no ascertaining some barbaric pecking order. I want to rebuild my life, because this mutant supervillain deal, the revolving imprisonments and apprehensions, the loss of reason resulting in meaningless violent bouts of rampages, the cycle of violence I found myself wrapped up in with you and Nick Fury? A constant cycle of destruction from selfish meaningless battle over and over and over? It's all worn it's welcome out. I just want to be recognized for all that I've endeavored to accomplish in my life. I want my company back, to put my life back together. Maybe set things right with Harry and be there for him the way I failed to do these past 2 years. And maybe just maybe I could make it up to you and your family. So, what do you say, son? Would you be willing?
    Peter Parker: Wow. Like, really, just wow. You really don't think much of me if you expected that to win me overm You really think I'd buy this "seen the light" spiel? Get real, Stormin' Norman. Each time you've made a dramatic comeback, you had all the opportunities to repent, make amends, or hell, maybe even cooperated with Fury and the feds and served your time and maybe just maybe you could have softened him up into helping reinstate you. God knows that's what he's been trying to do with me, and this new S.HI.EL.D. chick, this Danvers lady, hovering over my life, breathing down my neck, has been carrying over on. But if you think that this wet-eyed puckered lip ruse is gonna pull a burlap sack over my face and put me under your scaly foot well and good, you're just as crazy as I've always said you were. And if you do mean it, you can go ahead and do anything you want, but I'm having no part of it.
[Harry Osborn has just been murdered by his own father, who was shot dead Director Danvers mere seconds ago]
    Carol Danvers: [gently] Kid, I'm... I'm sorry for all this... [Spidey furiously lunges at her, gripping her chestplate] Wait, HEY!
    Spider-Man: [trembling in fury] Do you see what you've done!? You just couldn't let well enough alone, could you Director?!
    Carol Danvers: Parker! You're acting like I pulled the trigger!
    Spider-Man: You practically have! Harry was my best friend, and I lost him three times over because of SHIELD butting into my life! You knew what a monster Osborn was, and yet you poked him like a rabid dog, and you lured him in with Harry on a fishhook, like you did with me. You let his own father kill him, dammit! It is your fault! Harry was finally doing fine until you dragged him right back into the middle of this #@%$ nightmare! Harry Osborn's blood is on your hands! Own that, Danvers! I didn't like it when Fury interfered with my life, but at least he didn't get the people I care about killed! Do me a huge favor, and stay the hell out of my life! Before you get someone else I love killed! Could you do me that one favor? Please?
    Carol Danvers: [shamefully] Of course...
    Spider-Man: [sorrowfully] Thank you... [wordlessly swings off]

## The Worst Day in Peter Parker's Life
### Issue 122

    Shocker: Let me be the one that tells you, kid. This is what happened when you try to make your dreams a reality. These sick elitist assholes will reach up behind you and steal it all! And not in that cliche way from the cartoons. I'm talking in a nasty, evil kind of way that doesn't seem human. That will haunt you for the rest of your life.
    Spider-Man: And yet you're the one who kidnapped, tied up, and is in the middle of torturing me! You wanna---urk----talk about haunting?

## War of the Symbiotes
### Issue 123

    Chen: Mister Brock, might we have a word?
    [Eddie Brock then turns into Venom]
    Venom: Might WE have YOU for dinner?
    [Wild Pack begins firing at Venom]
    Chen: Gonna go with no. Almost guaranteed to give you indigestion.
    Venom: We'll cope, but not on an empty stomach.

### Issue 124

    Peter Parker: Oh for God sakes. What is your deal? Not a day, huh? Not an hour. Not a minute. You won't gimme one moment of privacy without popping in unannounced?
    Nick Fury: Kid.
    Peter: What? You think because you're the great Nick Fury, top cop of the world, you can just come here where I work??
    Nick Fury: Uh, yeah?
    Peter: Fair nuff.
    [After Peter was told to stay off investigating the Beetle by Nick Fury]
    SHIELD pilot: General, do you think he'll behave?
    Nick Fury: Not one bit, son.
    SHIELD pilot: How do you know?
    [Nick is smirking]
    Nick Fury: Because if I know Peter Parker as I think I've come to these past two years, he's guaranteed to do the exact opposite of what I tell him to do.

### Issue 125

    [Bolivar Trask on keeping Venom in high security]
    Bolivar Trask: Well, I've seen the end of King Kong, so I'm going to leave and let you do what you have to do.
    Adrian Toomes: We'll get what we need as soon as possible. I'll call with updates.
    Bolivar Trask: Please do, Adrian.

### Issue 126

    May Parker: I fall asleep in front of the TV, and once I wake up, see an honest-to-goodness monster was running up and down Fifth Avenue. Top it off, I have to worry about you right in the middle of it! I'm proud of you, I really am...but I only ask this little thing...please don't drive me insane, sweetheart.
    Peter Parker: No promises, Aunt May.

### Issue 127

    [After the Green Goblin cause an explosion to the Triskelion.]
    Curt Conners: What happened, Stark?
    Tony Stark: Breakout, as usual, doc.
    Curt Conners: Well, then, Mr. Stark, being one of the world's premiere superheroes and one of SHIELD's top operatives, shouldn't you be out there defusing the crisis?!
    Tony Stark: Oh gee, lemme get right on that with my armor that's currently a pile of sparking scrap and wires. Because that'll definitely slow him down, huh Curt?
    Curt Connors: [burying his face in his hands] I seriously ought to mull over my life choices and options.

## Annuals
### Annual 1 - More Than You Bargained For

    Spider-Man: Great, the army has shown up... for me to save.
    [Peter is reading an Internet messageboard, just after taking out the Rhino]
    Text: This makes me h8 Spider-Man even more. So the Army is there to take care of whatever this is but smug Spider feels he needs to stick his ugly nose into it. What an arrogant wad! The Army is there fatso!!!! Wo don't need you!!! Who asked you!??? My uncle thinks that Spider-Man is a disfigured freak and that is why he wears a mask. And he looks fat lately.
    Peter Parker: 'Fat'? Me? FAT?
    Peter Parker: (Thinking) I'm the loser of the school. I can't believe it. I'm the loser. It's me. I'm the one that doesn't fit in, even now. What if I stood up and told them I was Spider-Man. The Spider-Man! The actual Spider-Man. The SPECTACULAR Spider-Man! I saved the school from the Green Goblin. I've met Captain America. I've trained under Iron Man and Daredevil. I fought with and then teamed up with the FRIGGIN' HULK HIMSELF. They made a movie about me and you all went to see it!! (Even though I didn't get a damn dime from it.)
    [Shadowcat is romantically interested in Spider-Man, who is single.]
    Kitty Pryde: So can you not date anyone? Is that what you were saying before?
    Peter Parker: I--I dunno, Kitty. Because, as Batman once said, "If my enemies found out I had someone special, they wouldn't rest until they got me through her". It's sort of Rule Number One of being a superhero.
    Kitty Pryde: And what if, hypothetically, this someone special was born a mutant, and had phasing powers and could look after herself?
    [Kitty is taken aback by her own words and literally sinks through the ground. Then she musters the strength to phase back up.]
    Kitty Pryde: Oh god. That...that was so lame. Like, I shouldn't have said that.
    Peter Parker: Actually, you make a valid arguement.
    Kitty Pryde: [blushing cutely] Soo, what do you think?
    Peter Parker: [grins goofily] I think... maybe we could give it a try?
    [Kitty has phased through Shocker's weapons, breaking them]
    Kitty Pryde: Whatever you do... Don't look behind you
    [Spider-Man is on the wall behind the Shocker]
    Spider-Man: Hiya, Shultz.
    Shocker: AAAAAHHHHH!!!
    [Shocker flees, and runs straight into a web]

### Annual 2

    Spider-Man: Faaaaar out, it's Daredevil!
    Daredevil: Hey kid.
    Spider-Man: Wassup?
    [Daredevil & Spider-Man are pinned against a wall avoiding The Punisher's gunfire]
    Spider-Man: So...you sew your own uniform, or do you
    Daredevil: How about less talking, more fighting, squirt?
    Spider-Man: Fuddy Duddy.
    Spider-Man: Hey, Moonbeam, I missed you too!
    Spider-Man: Yay, people of actual authority!

### Annual 3

    Spider-Man: Mysterio... is his name?
    Captain Frank Quaid: We got to calling him that. We have another name for him but I'm pretty sure you're under age.
    [Mysterio holding Spider-Man by the neck]
    Mysterio: Sorry, wall-crawler, I'll take you on when I'm ready. And I'm not ready yet!!
    Captain Frank Quaid: Did you get a good look at him?
    Spider-Man: I'd know him if I saw him again.
    Captain Frank Quaid: Really?
    Spider-Man: Guy with a cloud for a head? Sure.
    Captain Frank Quaid: Great.

## External Links

* Ultimate Spider-Man at Marvel.com
* Ultimate Spider-Man on www.spiderfan.org
* An Ultimate Spider-Man cover gallery