I think I’m going to start giving these issues “Friends” episodes titles (they fit, though they do get a little long). This one could be called “The One Where Gwen Moves in With the Parkers, Then Peter Tries to Talk Logically to Mary Jane and She Dumps Him.”

She doesn’t just dump him over Gwen, but also because his Spidey lifestyle is giving her nightmares. It’s a “well, duh” moment and I can’t believe it didn’t occur to Bendis sooner. We’re thirty-two issues into the comic. This revelation belonged around issue twelve.

There’s also Peter beating up his impostor (not visibly Hispanic and not Ultimate Mysterio either) and Bendis losing control of the dialogue. He’s got to do regular declarative comic book dialogue and he bombs completely. The rest of the comic, the talking, it works. That scene gets painful though.

While it’s dramatically effective, the issue’s very problematic.

Big issue. Well, not really.

Well… sort of.

It’s one of those times Bendis lets the pacing get away from him and he ends up spending too little time on something important because he’s got to have the payoff scene.

Captain Stacy dies this issue, the Wasp guest stars and… wait, no. Those two events cover it. I mean, there’s Peter, Mary and Gwen walking and talking and there’s some more talking later. Oh, and Ben Urich investigates a little (it’s the Spider-Man impostor… who speaks Spanish).

Bendis has this character talk about assuming Spider-Man was white being a racist assumption. Umm, if the good Spider-Man is white and the bad one is….

Nevermind.

Bendis had been turning in a lot of good issues and this one isn’t bad so much as too fast for its own good. He races to the cliffhanger, dragging the reader along.

How many references can Bendis fit into one comic? And well. I’m not suggesting they aren’t good references.

Let’s see… “Batman: Year One,” Ferris Bueller’s Day Off and Bullit.

Lots of Bagley big eyes on Mary this issue. They look like they’re going to take over her head.

Bendis resolves last issue’s hard cliffhanger, but does nothing with the impostor storyline. instead, he sticks to that cliffhanger resolution. Peter’s on the run so he calls Mary to take a cab in and save him. They go to the hospital, then they escape when the cops arrive. It’s all very cinematic and it’s kind of exactly the reason to read Ultimate Spider-Man. It’s fast, Bendis gets in some honest human moments and it’s fun.

It leaves the reader wanting for what comes next. It’s so well-done, I didn’t even notice Gwen is missing (even though she’s bunking at Peter’s).

I’m usually pretty reserved in any Bagley praise—Bagley hands are one of the more frightening things in comics—but he does give Jonah a great expression here. There’s no dialogue and he and Bendis take most of a page to do it and they make this great moment where the reader can tell what Jonah’s thinking from his expression.

The issue’s incredibly frustrating, but in a good way. Gwen moves in (or comes over for a sleepover while her dad’s away) and Mary gets pissed off. Peter’s confused; plus he’s got a Spider-Man impersonator committing crimes. I can’t remember if it’s Ultimate Mysterio.

So after all the buildup—the fight with Mary Jane, the oddness of having Gwen around—then Peter heads off to fight the impostor.

And gets shot by the cops.

And Bendis ends the issue. It’s exceptionally frustrating, but if it weren’t, it wouldn’t work.

Okay, so the Rhino is a Spider-Man villain. I thought he was, but couldn’t remember for sure.

Bendis turns the issue into something of a joke. He introduces Ultimate Rhino, all right, but it’s got very little to do with Spider-Man. In fact, Peter’s inability to escape his daily life to fight Rhino is the entire issue.

Only a little of the issue is actually spent on Peter though. Bendis gives Gwen a nice showcase—though Bendis’s crying sounds, mixed with the Bagley art, made me think she was throwing up and I didn’t remember them making Ultimate Gwen Stacy pregnant (that development was a 616 one, right?).

Once it becomes clear what Bendis is doing, it’s hard to get upset about him wasting an issue on it… because it’s so much fun. Bendis’s ability to waste space but still deliver an enjoyable read is his saving grace.