Peter spends a relaxing evening at the beach with his friends. Among them are Johnny Storm, Kitty Pryde, Kenny Kong, Mary Jane Watson, Bobby Drake, and Liz Allen. The peacefulness of the night is broken when it is discovered that Liz has flame powers.
Liz is in shock as she bursts into flame. Kitty wonders if Liz is a mutant. Johnny tries to calm Liz down but is physically rebuffed. Bobby manages to relax the fearful teenage girl and return her to the group sans flames. Liz angrily denies that she is a mutant.
Liz cools down a bit but Johnny has to leave on a Fantastic Four mission. He apologizes for what has occurred. Liz frets over what she has become. Bobby thinks she is in intense denial. Liz reactivates her flame powers and leaves in a hurry, Bobby close on her trail. Kenny demands that Peter should go with Bobby. He knows that Peter is Spider-Man. Mary Jane thinks that Kitty told Kenny. However, Kenny figured out Peter's double life all on his own.
Meanwhile, Bobby attempts to calm the once again frenetic Liz Allen. He teaches her how to fly properly by pointing her head. A training mishap leads to Bobby taking Liz in his arms and de-flaming her. Her clothes are gone so Bobby shields Liz in ice. Spider-Man joins the pair. Liz accidentally fires off some flames.
The trio talks for awhile. Bobby wants Liz to come with him to Professor Xavier. Spidey tries to impart that Liz faces a choice. She can either be evil or fight for good. Liz wonders why she still has to attend high school if she is a mutant. She eagerly wants to know who Spider-Man is under the mask. Unfortunately, the self-proclaimed "Master of Magnetism" interrupts the conversation. He extends a beckoning arm to Liz.
Bendis keeps the pace moving in this issue. However, the plot largely suffers from this continuing tone. We are supposed to believe that Spider-Man, Iceman, and Liz Allen are forming a lasting bond of friendship. But Bendis never gives us the chance to catch our breath before we discover that Magneto wants Liz. What is the motivation for Iceman to care about Liz Allen? Why does Spider-Man sound like an adult in giving a speech reminiscent of the "with great power comes great responsibility?"
I felt like this issue left way too many character motivations underexplored or virtually explored in favor of "shock" moments. In regards to Kong, how many people does that make that know that Peter Parker is Spider-Man? Furthermore, why was Johnny Storm in this issue if he's going to do virtually nothing and then make a quick exit?
Magneto's appearance has the effect of making Ultimate Spider-Man feel like an average issue of Ultimate X-Men. This is not a good thing. Immonen does a competent job on the art side of things but panels bog down where Bendis goes overly talky. All this exposition has the potential to confuse the reader. Let's remember that Bendis is relying on the past knowledge that this trio was in a 1980s cartoon show for kids. He's got to update the concept and I don't think that Bendis is doing so in an effective manner.
Bendis gives us many concepts here. He manages to mix and match and throw out and introduce even more plot threads. All of this points to a clear lack of direction. What was once a promising beginning feels like a missed opportunity. We'll see how the climax resolves itself. In the meantime, I can not recommend this issue to anyone but devoted USM readers.