Ultimate Spider-Man

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Ultimate Spider-Man (2000-present) is a superhero comic book series published by Marvel Comics. The series is a modernized reimagining of the long-running marvel comic Spider-Man. It is set outside of the Marvel Universe continuity in the Ultimate 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.

Spoiler warning: Plot, ending, or solution details follow.
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 # The Talk (issue 111
Annuals 1 2 Ultimate 6 1 2 3 4 5 6 7 External links

Power and Responsibility

Issue 1 - Powerless

Norman Osborn: You a fan of Greek mythology, Justin? Ever hear the myth of Arachne?

Peter Parker: Sodium carbonate... that is such an odd choice. I wonder if... that is a bold compound -- AHH! [French fries fly in his face]

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 Crusher Hogan a second time.]
Spider-Man: You okay?
Crusher Hogan: You think I've never been dropped on my head before?
Spider-Man: No, I kind of figured you had been.

Issue 4 - With Great Power

[Peter Parker is livid.]
Ben Parker: Don't try to be something else. Don't try to be less. Great things are going to happen to you and your life, Peter. Great things. And with that will come great responsibility. Do you understand? Great responsibility.
Peter Parker: My dad...if he's so great...[yelling] Then where the hell is he!?!

Issue 6 - Big Time Super Hero

Spider-Man: Hey! As hall monitor, I'm going to have to ask to see your hall pass.
[Green Goblin starts to come out of the smoke]
Spider-Man: Uh... you wouldn't happen to be the new home ec teacher, would you?

Learning Curve

Issue 8 - Working Stiff

Peter Parker: Uh -- it looks like the script's in a recursive loop. A--a recursive loop. 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 condtional statement like this to the script -- upload over the older script.

Issue 9 - Meet The Enforcers

Spider-Man: Don't you guys read the papers? What am I saying? You guys? Read?

Mr. Big: You want to get at the Kingpin? I'll tell you--you find something he wants, something he loves, and just...try to keep it from him. That...he hates more than anything.

Issue 10 - The Worst Thing

Kingpin: Who sent you?
Spider-Man: Uh...Uh...Carson Daly.
Kingpin: I don't know who that is.

[Kingpin has just spotted Spidey.]
Kingpin: Elektra, take care of this. I have guests.
Electro: Electro. "-TRO". As in "To electrocute"

[After Spider-Man is thrown out a window]
Electro: Anything else, boss?
Kingpin: Yes. Find this Carson Daly person and destroy him.
Electro: Yes, sir.

Issue 12 - "Battle Royal"

Spider-Man: You a mutant?
Electro: Are you?
Spider-Man: I asked you first.

Spider-Man: Hey, big guy! You still with us?
Ox: Uggh. I don't feel well.
Spider-Man: Well, you look terrible if that makes you feel better.

Kingpin: Who are you working for?
Spider-Man: You're right. You don't know me. You don't know why I'm doing this. And I promised myself that if I ever had a moment face-to-face with you again...That I would tell you. There are all kinds of things I wanted to say to you and I was afraid I was going to forget to say them...and I really wanted to remember to tell you these things because they are really important to me.
[Spider-Man pulls several notecards out of his backpack]
Spider-Man: You are so fat--That when you cut yourself shaving...marshmallow fluff comes out.

Issue 13 - Confessions

[Peter just revealed to Mary Jane that he is Spider-Man, and both confess their love to each other]
Mary Jane: Face it, Tiger, you just hit the jackpot.

Double Trouble

Issue 15 - Confrontations

Spider-Man: Hey, aren't you J. Jonah Jameson, Editor in Chief of the Daily Bugle? Aren't you the guy printing all that totally made up garbage about me just to sell newspapers? Well, I have only one thing to say to you...
[Spider-Man jumps away]
Spider-Man: Love the paper! It's hysterical.
[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: Peter Parker is Spider-Man.

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: Yeah, uh -- You might want to cut back on the sugar there, sparky.

Kraven the Hunter: I'm here to hunt a one-of-a-kind species. I'm here to hunt the one you call Spider-Man.
Reporter: And -- uh -- What are you going to do with him when you find him?
Kravent the Hunter: Oh, I'm going to kill him -- with me bare hands.

Issue 18 - The Cycle

[Spider-Man is wriggling in Doc Ock's grip]
Spider-Man: No, I'm with the haircut police. There's a fifty-dollar-fine for bowlcuts in this city.
Doctor Octopus: I like my hair.
[Later Doctor Octopus has captured Spider-Man]
Spider-Man: You're stronger than you look. But then again, I guess you'd have to be.
Doctor Octopus: You're ruining my moment here.
[Doc Ock squeezes Peter's neck]
Spider-Man: Okay, okay, your hair is fabulous!

Issue 20 - Live

Spider-Man: [to Dr. Octopus] I still kinda feel bad for you and your silly arms incident... so I'm all like: maybe he just needs a hug?

Spider-Man: [to Dr. Octopus] You could rent yourself as a children's ride, you don't have to be all... [Dr. Octopus knocks him into a truck] Piooff!


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: I jumped out of line at Taco Bell... for this? [delivers devastating blows] Your outfits don't even match! How hard is it to get your outfits to match? [Yet more blows] Do you know I fight guys with mechanical arms and actual electrical power? I am A-list, baby. [Yet more blows] I am a merchandising empire waiting to happen... [Yet more blows] ...and you can't even come up with a coherent group fashion statement! [muggers are unconcious, and Spider-Man continues talking] I'm not saying you have to put on the tights--tights aren't for everyone. And by the looks of most of you--tights would definitely be a bad move. But if you expect to be taken seriously by guys like me...you're really going to have to work on your presentation. [Turns to crowd] And may that be a lesson to all of you youngsters looking to get into the not so lucrative field of having a guy like me conk you one on the head...Oh, never mind... [Swings away] I'm late for class.

Harry Osbourn: Has he come out yet?
Flash Thompson: What?
Harry Osbourn: Have you come out of the closet yet?
Flash Thompson: What?
Harry Osbourn: I've had a lot of time to think things over and it's pretty obvious, Flash.
Flash Thompson: What?
Harry Osbourn: Has he come out yet?
Peter Parker: No.
Flash Thompson: Stop it!
Gwen Stacy: I thought you were when I first got here.
Flash Thompson: You be quiet, serial killer lady. All I need is to listen to this from two geeks, a nutjob and a serial killer! Allyalls can kiss my backside.
Mary Jane Watson: But guys first, right?
Flash Thompson: All y'all.

Issue 23 - Responsible

Peter Parker: Gwen?
Gwen Stacy: Wanna buy some girl scout cookies?

Gwen Stacy: Sorry I ruined your phone sex. [Glances back at Peter] Nice boxers.

Aunt May: Okay. Put on some pants.

Gwen Stacy: [hugging Peter] Hey, it's my own personal super hero!
Peter Parker: Ow! Agh!
Gwen Stacy: What?
Peter Parker: The spikey thing on your jacket.
Gwen Stacy: Ha! Sorry.

Issue 24 - Ultimatum

Nick Fury: Peter, optimism is a revolutionary act.
Peter Parker: Who told you that? The guy who poked out your eye?
[Fury jumps up, but then controls himself]
Nick Fury: Yes.

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


Issue 37 - Still

[Venom is standing in front of Peter Parker, the face of the costume pulling back to reveal Eddie Brock's face.]
Venom: Our fathers died to create me... and now you will, too.


Issue 40 - Average Bear

[Spider-Man enters just with a Spider-Man mask, and a shirt with a spider logo]
Spider-Man: You guys are just happy to be walking clichés. Not a care in the world. Seriously good for you. But come on guys, leave the lady alone.
[Gang looks at Spider-Man puzzled]
Spider-Man: What?
Thug 1: What are you suppose to be?
Spider-Man: What?
Thug 1: The hell is this?
Spider-Man: I'm Spider-Man. Read a paper.
Thug 1: Where's your costume?
Spider-Man: Your mom's washing it for me.
Thug 2: Ooooghhh, ddaayyymmnn!!

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?
"Spiderman": ........ ok now im done
[Jean Grey stares angrily at spiderman]
"Spiderman": ok now im 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: Man! I am trying to keep a secret identity here!! No one respects my secret identity!! No one!! One secret! That's all I want. I want to put on the mask and keep it on!! And every time I turn around someone somewhere finds out I'm Peter Parker!
[The X-Men snigger.]
Shadowcat: We, uh, we didn't know your name.
[Peter buries his head in his hands.]

Cats and Kings

Issue 50 - The Black Cat

Black Cat: Crossed a black cat... seven years bad luck.
Spider-Man: Um... did I just have seven years bad luck or am I going to have seven years bad luck?


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.]
Spider-Man: You suck. [turns to the rest of the crew] You suck! And you suck and you suck.
[points to Sam Raimi]
Spider-Man: All right, Evil Dead 2 was cool, but the rest of you suck!

[Spider-Man just angrily performed mind-boggling acts of acrobatics to prove how inferior the film will be to him.]
Spider-Man: Are you filming me? You're filming me now? Why are you filming me?
Avi Arad: Because a little CGI tweak and I just saved, roughly, 1.2 million on special effects.

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: Spider-hearing?
Avi Arad: Or something.

Issue 58

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

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?


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? So, you just stay here and I'll go find somebody.

[Spidey is battling the Gladiator]
Spider-Man: OK, clearly you are the textbook definition of that noise you make when you strum your finger up and down over your lips.

Issue 62

Gwen Stacy: I don't even know if I like boys.
[Mary-Jane looks shocked]
Mary Jane: Are you messing with me here?
Gwen Stacy: [laughs] Yeah.

Issue 65 - Detention

Kenny McFarlane: Listen, he's- he's not a bad guy. He's just, I don't know, loud. He's not a bad guy.
Peter Parker: Yes, he is.
Liz Allen: He speaks.
Kenny McFarlane: Dude, you and him just need to, like, sit down and--
Peter Parker: Kong, I've known Flash Thompson since I was seven years old. And I've met a lot of bad people... He is a bad person. Sure, now he's just-- He's just "one of those guys" who likes to bust on everyone. Takes his shots, gives a wedgie, dumps a bucket of something on someone... and everyone laughs. Just jokes, right? He gets to say and do whatever he wants because he has a basketball jacket and a nice haircut... Because really, in this world... I guess all you need is a nice hair cut. But here's the thing... He's going to grow up. He's going to become a man. And because you have rewarded him for his behaviour year after year after year... Because his parents don't seem to care... Because all he knows now is that it's okay to act this way, to treat people like this... He's going to grow up to be a full-grown... Greedy, mean, selfish liar. The world is filled with them. The world is being run by them. And your "friend" is one of them. You need to learn this and learn it fast. This is the world. This is why Gwen is dead. This is why Harry is gone. This is why half of us don't have parents anymore! Because good people don't get to be happy. And somethimes they don't get to live! We just sit and wait for one of these evil two-faced, greedy liars to step on our heads!!
Kenny McFarlane: Me too?
Peter Parker: You too, what?
Kenny McFarlane: Am I one of these people?
Peter Parker: You're best friends with someone who treats you like crap. He hangs around with you- I'm sorry, but he hangs around with you solely to make himself to feel superior. And the truth is- you are ten times the guy he is. But you let him treat you like this. You let him.
Kenny McFarlane: What about you, man? What kind of person are you?
Peter Parker: I'm nothing.

Peter Parker: I'm sorry, Gwen.


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 Paker's Body glances 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): Rrrrrrrrrr.
[Flash's eyes widen in apparent fear and suprise.]

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. Now I'm talking about talking.

Spider-Man (In Wolverine's body): [to Wolverine] You need to do a full body shampoo, man. You need to wash everywhere!

Spider-Man (In Wolverine's body): And don't think that just because two big super heroes showed up for this that you're some kind of special-
Wolverine (In Spider-Man's body): Shut up!
Spider-Man (In Wolverine's body): What?
Wolverine (In Spider-Man's body): Don't make your stupid jokes when you're in this... state. You're making me look bad.
Spider-Man (In Wolverine's body): What?
Wolverine (In Spider-Man's body): I have an image.
Spider-Man (In Wolverine's body): You have an aroma!

Spider-Man (In his body again, o the X-Men): You know why everyone hates you? It's not because you're Mutants. It's because you're a bunch of *&!@£'s! [He screams out a bunch of Expletives, angrily, and webs away] AAAARRRGGH!
Jean Grey: Oh God, I didn't realize he'd be so upset. I should send him a basket of something.
Colossus: [To Nightcrawler] How am I a [Expletive]]? I'm just standing here.

Mary-Jane: That...thing you did this Morning. Let's not do it again 'til we're older, huh?
[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.
Sue Storm: Get the diploma. For Dad.
Johnny Storm: You didn't.
Sue Storm: I have four separate doctorates in chemical sciences.
Johnny Storm: Still didn't graduate high school.

Mary Jane Watson: Peter, do guys like confidence in girls? Girls with confidence?
Peter & Liz: No.
Peter Parker: Guys like skanky outfits.

Liz Allen: Mary Jane Watson-Parker, you're making me beg.
Peter Parker: What?
Mary Jane Watson: Don't 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: Okay, you'll let me know when you make up your mind?

Mary Jane Watson: We're going to the beach Friday night?
Peter Parker: Meh.
Mary Jane Watson: Bikini.
Peter Parker: Okay.

[After Johnny accidentally flames on because he was too close to a bonfire]
Johnny Storm: Uh... I can explain this.

Issue 69 - Meet Me

Mary Jane Watson: You know Gandhi never webbed someone by their feet and hung them upside down froma a lamppost.
Peter Parker: Except that one time.


Issue 70 - Ultimate Strange (1 of 2)

Hawkeye: See ya at prom
Black Widow: Be nice, Clint. Just a kid.
Hawkeye: Hate kids.
Black Widow: You have kids?
Hawkeye: I know.

Ben Urich: So I hope you learned something.
Peter Parker: That people suck?
Ben Urich: You are a bright kid.

Issue 71 - Ultimate Strange (2 of 2)

Ben Urich (Nightmare): A big robot will grab him and squash him and throw him in the East River and no one will ever find him. And he'll end up on a milk carton... and in ten years no one will even remember there was a Spider-Man.
J. Jonah Jameson (Nightmare): No way.
Ben Urich (Nightmare): Way.
J. Jonah Jameson (Nightmare): No way.
Ben Urich (Nightmare): Watch!
[Giant robot smashes through the wall and grabs Peter]
Ben Urich (Nightmare): See?
J. Jonah Jameson (Nightmare): When you're right, you're--


Issue 74

Captain Jeanne De Wolfe: The Gladiator-museum thing.
Spider-Man: He called himself the Gladiator?
Captain Jeanne De Wolfe: He was nuts. Nutty people 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: You go sit.
Flash Thompson: But--
Mark Raxton: Go, sit.
Flash Thompson: But--
Mark Raxton: Sit!
Flash Thompson: But--
Mark Raxton: Sit!

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: I gotta get in a band.

Mark Raxton: What's so special about this Peter Parker?
Mary Jane: Everything.


Issue 80

[Spider-Man is fighting Moon Knight]
Spider-Man: You wore white to a superhero fight? I mean, look at you! You're filthy!! Even I know that's insane, and I'm suffering from deep emotional problems stemming from my chaotic dual life!

[Moon Knight throws crescent darts at Spider-Man and Spidey webs them. He is holding them now.]
Spider-Man: Do you make these things yourself or do you have them custom made?
Moon Knight: Those are mine!
Spider-Man: Until you threw them at me. Now they're mine.
[Moon Knight steps back in horror.]
Moon Knight: How old are you?

[Elektra and Spider-Man are in a lift. Spidey cannot help staring at her voluptuous chest.]
Spider-Man: What was your name again?
Elektra: Stop staring at them.
Spider-Man: What? No. What? I was...
[Spidey looks down in shame. Elektra smirks.]

Issue 82

Hammerhead: Skank! Back off! I'm conducting business!
Black Cat: Gasp. Do you think I look skanky in this outfit?
Hammerhead: It's not a negative.

Spider-Man: Jeez!
Black Cat: Time to go bye-bye. Come on...
Spider-Man: I've been shot at now three times in fifteen minutes.
Black Cat: And there was that grenade in your face.

Issue 83

[Spider-Man & Black Cat have just lept into the middle of a fight involving Elektra, Iron Fist, Hammerhead, Moon Knight, Shang-Chi and The Enforcers]
Spider-Man: Uh... Who's the good guys and who's the bad guys?
Black Cat: I'm not totally sure.
Spider-Man: Look who I'm asking.

Issue 84

[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 nuts, you know that?? And this from a guy in his red and blue underwear!! NUTS!!!

Issue 85

[Black Cat has pinned Spidey against the wall and wants to make out with him.]
Black Cat: I am going to do it, Spider-Man. I am going to take off this mask and I am going to kiss you.
[Black Cat pulls off his mask, revealing Peter's childish face.]
Black Cat [utterly horrified]: I thought you were -- you are just a little -- how -- how old are -- BLUUUAAGGHH!!
[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 87

Kong: Peter, you seen Flash?
Peter Parker: Flash Thompson? Wait, let me check my underwear.

Kitty Pryde: But we... Should get out of here. The sunglasses are the lamest disguise ever.
Peter Parker: That's a disguise?

Kitty Pryde: A seven-foot rhino?
Peter Parker: Coulda been eight-foot.
Kitty Pryde: An eight-foot rhino?
Peter Parker: What can I tell you?
Kitty Pryde: There was an eight-foot rhino running around New York.
Peter Parker: Yes.
Kitty Pryde: A real rhino?
Peter Parker: Don't be silly. It was a guy dressed up as an eight-foot rhino. A big metal rhino...thing...
Kitty Pryde: Trashing the city?
Peter Parker: Yes.
Kitty Pryde: Why? Why would someone do that?
Peter Parker: I couldn't tell you. Says the guy who dresses up as a spider.
Kitty Pryde: You'd think that would be on the news.
Peter Parker: Eh. The media.
Kitty Pryde: You saved the day there, right?
Peter Parker: This time it would seem so, yes.
Kitty Pryde: Wow.
Peter Parker: You've had your share.
Kitty Pryde: No rhinos.
Peter Parker: I had no idea this would impress you so much.

Mary Jane Watson: Flash Thompson.
Peter Parker: He's going to rich off this, isn't he?
Mary Jane Watson: It's the world we live in.
Peter Parker: Everyone's getting rich but me.
Mary Jane Watson: Flash Thompson: Spider-Man.
Peter Parker: I know.
Mary Jane Watson: Flash Thompson: The hero.
Peter Parker: I know.
Mary Jane Watson: And you know he was all crying for his mommy.


Issue 92

Colossus: You don't recognize me?
Spider-Man: Aunt May?
Colossus: I'm one of the X-Men
Spider-Man: Big giant Russian metal man!
Colossus: Colossus
Spider-Man: Oh. I thought it was big giant Russian metal man.

Spider-Man: Or, women have decided to take over the world. I knew it was coming, but no-one listens to me.

Spider-Man: I'm really hoping it's Central Park.
Colossus: I don't think it is.
Spider-Man: I know. So be prepared for me to start crying any minute now.

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 its mutants, sends them here, and hunts kills them. For sport
Spider-Man: For sport?
Shadowcat: They broadcast it on TV. We came here last month and stuck our noses in. The professor was way mad at us. He told us not to, and we did it anyhow.
Spider-Man: We're on TV right now??
Shadowcat: Maybe.
Spider-Man: Right now??
Shadowcat: Maybe.
Spider-Man: They kidnapped you out of your home and now they're going to kill you on TV??
Shadowcat: And you.
Spider-Man: Doesn't that sound rather inhumane?
Shadowcat, Jean Grey & Cyclops: YES!!

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 want to try to kill me for that I completely understand!

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!

Spider-Man: If I was a lesser super hero, I would say something lame like- "Your show's been cancelled." But that's not 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: 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]


Issue 95

J. Jonah Jameson: Vampires!??
Ben Urich: There's mutants, Spider-Man, Captain America frozen in a block of ice for decades, Tony Stark is a human tank -- But vampires is too much for you?

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.

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.

Spider-Man: Who- what's your name?
Morbius: Morbius. And if we ever bump into each other again... Let's both pray you've grown the $%#@ up.

Mary Jane Watson: It's dead. It won't bite you and give you frog powers.

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.

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.

Ben Grimm: Wait, you know the name of Kevin Costner's character in Waterworld? How many times have you seen it?

Susan Storm: Okay, sweety, remember when you told me to tell you when you were acting in a way that is socially "unacceptable"?
Reed Richards: But it's water now, Susan!

Reed Richards: Spider-Man, you can't just touch this building. We have the highest security system known to man on this--
Spider-Man: Well, I don't have my cell phone on me.

Issue 99

[Peter telling Aunt May that he's Spider-Man]
Peter Parker: Spider-Man. The guy in the suit. 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.
Peter Parker: You knew my dad was alive and you didn't tell me!!!

Issue 101

[After the Fantastic 4 have arrived to help Peter against Fury & the Spider Slayer regiment]
Human Torch: Dude, leave the guy alone! We're so not joking around.

Mr Fantastic: Why don't you tell us what is going on here? Peter Parker has done nothing wrong.
Nick Fury: Well, I'm kind of in the middle of a domestic military operation, Richards. So follow my direct order and go home!!
Human Torch: Yeah, well, I have like three friends in the world. You aren't doing this to one of them.

Thing: No offense, Red, but you are one ugly--
[Carnage attacks Thing]
Thing: Hey, I'm not done... childishly insulting--
[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: Man, I don't know what's going on...

Issue 102

Peter Parker: Where did you get 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! oh, now what? You're going to what?? Hit me? Will that make you feel better?
Peter Parker: YES!

Issue 104

MJ transforms into a Goblin-like creature in Reed Richard's lab
Thing: Sweet Aunt Petunia on a cracker!

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 is a very serious situation.
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??!!
Nick Fury: Wait a sec... Did you make a deal with Doctor Octopus to make super-soldier experiments behind my back and it all blew up in your face and now you're going to get fired and maybe indicted--
Henry Gyrich: Is he in there?
Nick Fury: Is who in where?

Doctor Octopus: Call me crazy... I guess I liked being called Doctor Octopus.

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: Kid, I'm this close to bringing you all up on charges.
Ben Grimm Fury, why are you treating this dude like he's the bad guy? He's so not the bad guy.
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 contained.
Ben Grimm: Yeah? And none of it was his fault. You have the bad guy. In fact, the dude beat him up and gave him to you.
Nick Fury: It's a situation and it needs to be contained.
Mary Jane Watson: He looks up to you like a father. Do you know that? He'll kill me for saying this, but- but he does. He wants to be you when he grows up. He wants to be on your team. He wants to be the greatest hero in the world. Even after all of this. And you're just going to- what? Throw him in jail Because... why?

Aunt May: Heeeey...
Peter Parker: I'm so glad you're okay.
Aunt May: Hey. That costume... It'sss a terrible costume.
Peter Parker: I know.

Jessica Drew: I gotta get some money.
Peter Parker Don't rob a bank. You' make me look bad. Oh, uh, Aunt May knows I'm Spider-Man now.
Jessica Drew: Is she okay?
Peter Parker: She's- she will be.
Jessica Drew: Thank God.
Peter Parker: I know.
Jessica Drew: Really. And MJ?
Peter Parker: Dodged that bullet.
Jessica Drew: Reed Richards is so awesome.
Peter Parker: He so is.
Jessica Drew: We should be him when we grow up.
Peter Parker: Okay. This is a very weird conversation.
Jessica Drew: Yeah, I'm going to go.

Peter Parker: Organic web shooter, cool. And icky.

Ultimate Knights

Issue 106

Peter Parker: I love hospital food. I don't know why people are so down on it.

Johnny Storm:Well, it it isn't the most popular super hero on the planet.
Peter Parker: Yeah, what's up with that?
Johnny Storm: Or is it a clone of the most popular super hero on the planet?
Peter Parker: Don't even joke, Johnny. Seriously.

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: I am saying 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 asissitant uder the tables who kept yelling things like: 'Frank please...it was 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 my Ben... all rolled up into one amazing person.

death of a Goblin

Issue 112

Peter's teacher: so, congratulations kids, your all parents now.
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 coversation, but... [Nick] Fury ain't here


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'?

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. What if I stood up and told them I was Spider-Man. The Spider-Man! The actual Spider-Man. I saved the school from the Green Goblin. I've met Captain America. They made a movie about me and you all went to see it!! (Even though I didn't get a 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 don't think I can. I can't protect the person from--
Kitty Pryde: But what if... they had, I don't know, mutant powers and could take care for themselves?
[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: That was insanely forward of me. That this-- That thing about having a girlfriend with powers. That was way--
Peter Parker: Uh, I actually thought it was, like, an excellent point. I wasn't freaked out.
Kitty Pryde: I was.
Peter Parker: Clearly.

[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: Hi, Herman
Shocker: AIIEEE!!!
[Shocker flees, and runs straight into a web]

Annual 2

Spider-Man: Faaaaar out, it's Daredevil!
Daredevil: YOU!
Spider-Man: Hey, it is me!

[Daredevil & Spider-Man are pinned against a wall avoiding The Punisher's gunfire]
Spider-Man: So... who makes your costumes?
Daredevil: Shut up.

Spider-Man: Hey, Moonbeam, I missed you too!

Spider-Man: Yay, people of actual authority!

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