Issues 118-122

Spider-Man and his Amazing Friends.

118-120

While trying to cope with Harry's death, Johnny comes to Midtown High and invites Peter, MJ, Kenny, Kitty, and Liz Allen, who appears to be going through a change. During this, Bobby Drake, A.K.A Ice-Man arrives and is also invited. While sitting at the campfire, Liz catches fire, only to find that she herself is a mutant. Panicked, Liz flies away, with Ice-Man and Spider-Man following her, however Johnny is called away by a Fantastic 4 alert. Spider-Man and Ice-Man manage to calm Liz down and help her cope with her mutant gifts, only to be visited by Magneto, who promised her father to recruit her when her powers emerge. Liz returns to her home, finding out that her mutant uncle is actually her father and a member of Magneto's brotherhood. Magneto tracks her down, but Spider-Man and the X-Men confront him. Liz refuses Magneto's offer, who leaves peacefully. Peter reveals his identidy to Liz and encorages her to join the X-Men, which she does.

121-122

Peter and Kitty were given a clas project to take care of a fake baby. On the presentation date, Peter reveals their baby was destroyed. Peter explains that the day before, Kitty handed it to him, as she was sick of being the only one to take care of it. Taking it to the Daily Bugle, a super-villain called Omega Red confronts Jameson over his coverage on a previous battle with Spider-Man. Omega Red is defeated, but the baby was destroyed in the ensuing battle. Peter and Kitty are given a B-, much to Peter's dismay.

While helping MJ break into journalism, they're inturupped by a robbery commited by longtime punching bag, The Shocker. However instead of trouncing him like usual, this time Shocker is able to beat Spider-Man and kidnap him. While MJ and Kitty attempt to track down Peter, he is being tourtured by Shocker, who rants about how his life was ruined by big corperations and how he won't let Spider-Man mock him ever again. Peter eventually breaks free and is about to beat on Shocker, only to be stopped by Kitty. Shocker is once again arrested, with the police calling him a joke.

Did You Know?

• This version of Liz Allen was a minor supporting character throughout the series, notably possessing the trait of being fearful and bigoted towards mutants. Ironically, she herself was a mutant, a trait passed down by her father, a super villain known as The Blob, who's most well known for the infamous scene where he eats the corpse of The Wasp during Ultimatum. After this arc Liz becomes a minor supporting character in the Ultimate X-Men books. Her Earth-616 counterpart has no relationship to anything X-men related, instead she is the ex-wife of Harry Osborn and CEO of Alchemax, the corporation that serves as the main antagonist in Spider-Man 2099.
• The name of the arc, “Spider-Man and his Amazing Friends” is a reference to the 80’s cartoon sharing the same name, as it includes Ice-Man and heavily focuses on Firestar, A.K.A Liz Allen. Like Human Torch, Ice-Man later becomes a supporting character in Volume 2, with him and Johnny also becoming minor supporting characters in Ultimate X-Men post-Ultimatum.
• Despite being an X-Men villain, Ultimate Omega Red never fights them, as he only appears in Ultimate Spider-Man. His only real design change compared to earth 616 is his whips being deployed from above his hands instead of below his wrists.