Annual 3

After hinting at their relationship status, MJ begins avoiding Peter for unknown reasons. While he's swinging through the city attempting to figure it out, Spider-Man spots a getaway car, but finds no one driving it. At school, MJ warns Peter that the News Club is trying to figure out who Spider-Man is, knowing he goes to their school. MJ tells Peter that she'll throw off the scent, but still remains coy about why she avoided Peter. Instead of shooting at him like usual, the Police ask Spider-Man for his help to track down the villain responsible for the robbery. Using security footage, Spider-Man tracks the culprit, who the police dubbed "Mysterio," but he escapes and destroys all the evidence. Talking to MJ, she reveals the reason she's been avoiding him is because she won't go "all the way" and is afraid Peter will break up with her. Peter reassures MJ that he loves her and promises to marry her when they come of age.

Did You Know?

  • Mysterio serves as a reoccuring villain in volume 2, where he kills Kingpin and becomes a major threat towards Spider-Man. This version of Mysterio is not actually an Ultimate version like many other characters, instead he is the actual Mysterio from the prime Marvel Universe, using dimensional gateways and remote-controlled suits to act out his crimes. He is eventually found out and defeated in the Spider-Men book, where the prime version of Peter visits the Ultimate Universe and meets Miles Morales for the first time. Mysterio was left in the Ultimate Universe in S.H.I.E.L.D custody for some time, but returned to the main universe after the destruction and reconstruction of the multiverse in the 2016 event comic Secret Wars. Along with him, Miles Morales and his cast, that universe's version of Reed Richards, and Wolverine's son were brought to the main universe as well.
  • At the police station, a woman in a classic Spider-Woman outfit chants "embrace change" in the background. This is a reference to Secret Invasion; another comic written by Bendis that involves a shape-shifting race of aliens called the Skrulls impersonate many important figures in the Marvel universe in an attempt to take over Earth. Spider-Woman is not only a Skrull infiltraitor, but also their queen. The chant "embrace change" is a reference to Marvel's marketing campaign, which featured the phrase and depictions of human and skrull co-existance.
  • During an interview about this annual, Bendis explained that he had to fight editorial for a year for this story to get published, as it's about the idea that Peter and MJ should or shouldn't go all the way, in this case being sex. When pitching this to Marvel, Bendis talked about the difficulty Marvel gave him: "Yeah, it's a tough sell, because it's a touchy subject that has to be handled appropriately. But then I brought up that, I said, 'You know, you've got another Ultimate book where the brother and sister are making out in front of Captain America! And I can't have a conversation about this?'' I mean, come on. This is something that's real. This is something that happens. Anyway, that's how I sold it." [Bendis]
Ultimate Spider-Man Annual 3