• The Burglar
• Harry Osborn
• Green Goblin/Norman Osborn
• Justin
• Dr Octopus/Dr Otto Octavius
• Crusher Hogan

• The Shocker
• Kingpin/Wilson Fisk
• Electro
• Ox
• Montana
• Fancy Dan Crenshaw
• Mr Big
• Walter Dini

TALES OF WONDER SPECIAL:
Ultimate Spidey Vol. 1-3 HC Combo: $39.95

ULTIMATE SPIDER-MAN #1-7: Power and Responsibility

Story: Brian Michael Bendis and Bill Jemas
Script: Brian Michael Bendis
Pencils: Mark Bagley
Inks: Art Thibert (#1-7) and Dan Panosian (#4)
Cover Art: Joe Quesada

Ultimate Spider-Man #1: "Powerless"
48 pages • October 2000

Enter Norman Osborn and his assistant, Justin. Norman is holding a genetically-modified "00" Spider (injected with a chemical known as "OZ") when his phone rings. He gives the spider to Justin while he answers his phone, but Justin isn’t wearing any protective gloves, so he panics and throws the spider into its container. However, he forgets to put the lid back on…

Cut to Peter, studying in a Taco Bell. Kong and Flash are throwing tacos at him. Uncle Ben walks in and starts talking to Peter, and spots Mary Jane. The three talk happily. The next day at school, and Peter is being bullied once again by Flash. Harry turns up, and agrees to go to Peter’s house after school. At basketball, the coach shouts at Peter for throwing like a girl. It's now dinner at the Parker home. Aunt May jokingly decides Peter has Social Anxiety Disorder.

Later, in Pete’s basement, Harry and Pete are studying. Peter talks about how his parents were killed in a plane crash, and how he regularly works on some of his dad’s unfinished formulae down in the basement lab. Cut to Harry’s house. Norman shouts at Harry, when Harry tries to remind him there is a school trip to Osborn Industries tomorrow.

It's now the next day, on the aforementioned trip. The class are happily walking along, when the escaped "OZ" spider bites Peter on the back of the hand, jumps onto Mary Jane and then onto the floor, where Kong steps on it. Pete passes out. Back on the bus back from the trip, Pete’s hand is in a bad way. The teacher decides he has to go to the hospital.

Meanwhile Norman, Justin and Shaw (another one of Norman’s cronies), due to the spider bite, inadvertently have their first human "OZ" test experiment. They agree to keep an eye on Peter. Cut to Pete, asleep in bed. Aunt May and Uncle Ben worry about him, but agree not to sue Osborn Industries. At school the next day, people are taunting Pete and MJ. Kong decides to kick Pete in the arse from behind like Flash did, but before he can, Pete spins round and flips him over his head. Peter promptly faints again. Pete wakes up in hospital. A nurse takes a sample of his blood, which Shaw steals when nobody is looking. Shaw goes to Norman’s office. They examine Peter’s blood, and decide it is deteriorating – he is going to die. They agree to kill Peter so that nobody links his death-due-to-blood-deterioration back to Osborn Industries.

Cut to dinner at the Parkers’. Aunt May has made Peter a loaf of Banana Bread – apparently it helps Social Anxiety Disorder. The next day, Peter is walking to school, when Shaw tries to run him over from behind, but Pete’s newfound spider-sense enables him to back flip over the car. Shaw stops the car and pulls out a gun, so Pete legs it at a high rate of speed. Shaw then calls Norman, and they agree to stop trying to kill Peter and just study him.

Peter, having panicked about his newly discovered powers, runs home to his basement and takes a sample of his blood. He realises it was the spider bite that gave him his powers. However this takes him all day for him to figure out, and by now his Aunt and Uncle are home. He has an argument with them about how he skipped school, and coincidentally puts his hand on the wall and inadvertently pulls off the plaster. He gets angry with his Aunt and Uncle and runs to his room.

At 4:12 am, Pete wakes up, and climbs up a wall for the first time - onto his bedroom ceiling.

Ultimate Spider-Man #2: "Growing Pains"
24 pages • November 2000

Pete is sitting in his desk in class looking very bored, when all of a sudden he spasms out and snaps the desk in half. The teacher tells him to go and find another desk, but Peter goes to the toilets instead, where he discovers he now has huge muscles. Later, in basketball, everyone is shooting hoops again – Pete’s up. However, he notices Flash is annoying MJ, so instead of throwing the ball at the hoop, he throws it at Flash and hits him square in the face. Flash tells Peter he’ll fight him after school. At the fight, Peter continually dodges Flash’s swings with ease. Eventually Peter tires of this and puts his hand out to protect himself and meet Flash’s punch. However, Peter’s hand is so solid that it breaks Flash’s hand on impact. That evening, at Harry’s house, Kong (who saw the fight) tells Harry about how Peter broke Flash’s hand. Norman can’t help overhearing, and once Kong’s gone he tells Harry to invite Peter round for a trip of Osborn Industries – to “make up for the spider incident”. Harry seems appreciative that his father has actually noticed him! Meanwhile, things are not good at the Parkers’. The Thompsons are suing the Parkers for $2500 in medical fees, and the Parkers can’t afford to take them to court over it – they’ll probably lose. This puts the Parkers in real financial difficulties. Peter gets angry when his Aunt and Uncle lecture him over it, and storms off.

Once again, Peter wakes up in the middle of the night that night (at 3:04 am). This time he gets up, goes to an abandoned warehouse, and tests his powers for the first time. The next morning, Peter apologises to his Aunt and Uncle at breakfast. He forgets to put his glasses on, but finds he no longer needs them.

Later that day, Harry is showing Peter round Osborn Industries. The pair meet Dr Otto Octavius, who offers to take a sample of Peter’s blood and do some tests on it. Peter says he’d rather not, but “Doc Ock” shocks him and takes some anyway. Pete flips out, and runs home. Doc Ock promptly takes the sample to Norman, who studies it and discovers Peter’s blood has now stabilised. In fact, Peter is now stronger than any other human. Norman decides to repeat the accident on himself in order to be able to carry out more tests/get superpowers…

Ultimate Spider-Man #3: "Wannabe"
20 pages • December 2000

Osborn Industries are having a board meeting. Norman tells all his company executives about how Peter has gained powers as a result of the OZ, and that he would like to repeat the experiment on himself. However, instead of mixing spider-venom and OZ and injecting it into himself, Norman plans to inject the OZ straight into his bloodstream.

Meanwhile, on the other side of town, Kong, Flash, Pete, MJ and some others are watching Crusher Hogan at “UCW Spankdown”. The manager offers $500 to anyone who can beat Crusher. Kong tries to, but finds he is not allowed as he has to be 21. However, this gives Pete an idea – he goes home, builds himself a rough costume and heads back to the ring. Once there, he promptly beats Crusher and wins the $500. The manager tells Peter to come back on Monday, so the fight can be repeated in front of cameras. Peter slips the money under his front door, claiming it is from certain school staff members who felt sorry for what happened to the Parkers. His Aunt and Uncle find it, and are delighted.

Due to Flash’s broken hand, he can no longer play basketball. So, the next day at school (much to Flash’s disgust), the coach offers Peter Flash’s place on the school team. Peter then takes the team on a run of victories, getting them through to the state finals. Later that day, MJ asks if Pete can come round on Monday, but Pete says he can’t as he is busy. However he can’t admit why he is busy, and when he won’t tell her, MJ is upset and thinks he is blowing her off. Come Monday, Peter beats Crusher again in the ring. The manager christens Peter the Amazing Spider-Man, and gives him another $500, as well as a proper outfit.

Peter leaves the money from the fight under the door again, and goes to his room to try on the outfit. He decides to sew a spider on the front and some webs on it as well. The next day, Harry turns up as Otto and Justin are preparing to perform the test on Norman. Justin tries to take Harry out the room, but Harry sees the experiment – but it goes wrong and there is a big explosion…

Ultimate Spider-Man #4: "With Great Power"
22 pages • January 2001

The explosion at Osborn Industries has killed all the company executives who knew Peter’s secret, as well as Shaw and Justin. Otto is also badly injured, and Harry is mildly injured. Norman is missing, presumed dead. Meanwhile, Peter beats Crusher a third time. He goes to collect his money, only to find that the wrestling organisation has been robbed when no-one was looking. The manager accuses Peter, as Peter is the only one he doesn’t know behind the mask, so Peter is forced to leg it out of there.

Once he has escaped the wresting arena, Peter gets changed back into his civvies and starts walking home. On the way, however, he comes across a burglar fleeing from a crime. Pete could easily trip the burglar, but he can’t be bothered to and so the burglar gets away. Peter gets home to find himself in another argument with his Aunt and Uncle – this time as his grades have slipped. Peter gets angry, and storms out of the house. He now needs somewhere to spend the night, so he goes to Kong's. The next day, Kong is having a party, and Peter is there still, with Liz flirting up a storm with him. The two are about to kiss when MJ walks in and sees them. Pete sees this and throws Liz to one side and chases after the fleeing MJ. When he gets outside the house, however, he finds Uncle Ben waiting for him.

Uncle Ben tries to get Peter to come home. He tells Peter the famous message that “great things will happen for him in life" and with that will come "great responsibility” – a saying Ben got from Peter’s father. This makes Pete upset that his father is dead, so Peter runs off again. Peter goes for a quiet walk the city in order to clear his head (passing the Green Goblin without realising it). He realises he is in the wrong, and decides to go home and apologise to his Aunt and Uncle. However, when he gets home he finds police cars sitting outside his house…

Ultimate Spider-Man #5: "Life Lessons"
21 pages • February 2001

Harry wakes up to the sound of his mother’s screaming voice. He gets up to see his mother die at the hands of the Green Goblin. The Goblin then tries to kill Harry as well, but Harry manages to get away. The mansion burns down behind him.

Meanwhile, Aunt May retells how a burglar came to rob the Parker home. When Uncle Ben told the burglar they had no money, the burglar shot Uncle Ben and left. Peter flips out at hearing this and runs away again. However, this time he has a purpose – he grabs his Spider-Man costume and goes into action for the first time. Pete knows where to go to find the burglar as he overheard the cop's radios at his house, reporting a criminal with a gun in an abandoned warehouse. When he gets there he finds the warehouse under siege by the police. He goes in and beats up the burglar, only to recognise him as the same burglar who he let get away before. Peter looks at the burglar’s Driver's License and leaves him tied up for the police to arrest.

Peter then feels guilty about Uncle Ben’s death. He goes on an anti-crime spree, saving lives and fighting crime, in order to help fight the feeling of guilt. He has finally realised what Uncle Ben meant by what he told him, and further realizes that “with great power there must also come great responsibility”. When Pete gets home later that night, he finds MJ waiting for him. He breaks down crying in her arms.

Ultimate Spider-Man #6: "Big Time Superhero"
22 pages • March 2001

Enter the Daily Bugle. It’s the morning meeting, and publisher J. Jonah Jameson is complaining. All the rival papers have run articles about Spider-Man’s one-man anti-crime spree, whereas the Bugle ran an article about the fire at the Osborn’s mansion. Jonah tells Ben Urich to put the Kingpin feature on hold and instead write a feature on Spider-Man. Meanwhile, Peter has finally finished his fathers’ formulae, and created his web shooters, sending him over the moon. Later that day, at school, Peter accidentally cracks another desk in half. He then tells everyone he has quit the basketball team as it “wasn’t him”. Harry then shows up at school for the first time in days, but then so does the Green Goblin. Harry says the Goblin is after him.

Whilst everyone else flees from the school, Pete changes to Spider-Man and goes in to tackle the Green Goblin. The two have a huge fight and trash the school, before the Goblin grabs Spidey and flies off with him in his arms…

Ultimate Spider-Man #7: "Secret Identity"
21 pages • April 2001

The Goblin is still flying through the air holding Pete. He seems to be muttering “Parker”, which puzzles Peter. Gobby drops Peter, and Pete only saves himself from falling to his death by using his webbing to make a quick trampoline between two buildings. Spidey then pursues the Goblin, with the two eventually ending up on the Brooklyn Bridge. Two NYPD choppers turn up, and start shooting at the Green Goblin. After a bit of fighting, the Goblin falls off the Brooklyn Bridge and into the water.

The police then turn on Peter, and Pete has to leg it back to school. When he gets there, he gets changed and hides under a chalkboard, where he is “found” by a member of staff. A police officer tells everyone the Goblin has drowned. Harry says that the monster was his father, and that it was his father who killed his mother. A police officer escorts Harry away from the scene. Aunt May turns up to take Peter home. Meanwhile, under the Brooklyn Bridge, oxygen bubbles rise from the water…

ULTIMATE SPIDER-MAN #8-13: Learning Curve

Script: Brian Michael Bendis
Pencils: Mark Bagley
Inks: Art Thibert
Colors: Joe Quesada

Ultimate Spider-Man #8: "Working Stiff"
22 pages • May 2001

The Shocker is on the scene robbing a money truck. He has successfully grounded the guards and got the truck open, when Spidey turns up and quite easily takes him out by covering his vibrators in webbing and getting him to shock himself. Spidey then goes to check the guards are OK, but the guards think Spidey is also trying to rob them, and quickly offer him the cash in order to prevent anyone else getting hurt. Spidey swings off, bemused. The next day, Liz, Kong and Flash are in the school library, talking about how the Daily Bugle is offering good money for pictures of Spider-Man, and Kong moans that he has had several near-misses with seeing Spidey. Pete can’t help overhearing all this, however…

Pete gets an automatic camera and takes pictures of himself (as Spidey) down some back alley, and then heads to the Bugle to sell the pics. Robbie and Ben are in the middle of an argument with JJJ – they want to run a feature on a rumoured swamp-creature, but Jonah wants a feature on Spider-Man. The argument is solved, however, when Pete shows the three his Spidey pics, claiming he took them when Spidey was at his school. Jonah only offers Pete $50 for the pics, and Pete begrudgingly accepts, when Betty Brant interrupts the conversation to shout at Jonah. She has been given the job of maintaining the website, but not being a coder, the site has crashed. Pete quickly fixes the problem, however, and Jonah is so impressed he offers Pete a job as webmaster. Pete phones his aunt to check if it’s OK, and she requests to speak to JJJ, who is not impressed when he gets an earful of Pete’s aunt!

Later that night, Pete dreams that he (as Spidey) swings once again into the abandoned warehouse where he ran into the burglar that killed his Uncle Ben, only to find he is in his house once inside. The burglar shows up and shoots him, as if he was Uncle Ben. Pete then dreams he sees Uncle Ben (with gunshot wound), and Uncle Ben starts talking to Pete, when he wakes up in shock. Hearing Pete wake, Aunt May rushes into Pete’s room, and Peter starts crying in her arms.

The next day at school, Peter realises what he has to do. Come that evening, at the Bugle, Peter searches for the burglar on their website, referencing the information he gleaned from looking at his Driver's License. He discovers that the burglar was in league with Fancy Dan, Ox and Montana, and that they generally hang out at a hotspot known as “The Cage”. He then looks at a map of organised crime in NYC, and sees “Wilson Fisk – The Kingpin” at the top of the tree. He asks Robbie Robertson why, if the Kingpin is so well known, no-one goes after him. Robbie explains that there is a theory that, if you take out the Kingpin, someone else would probably take his place. However, Peter still decides to test this theory…

Ultimate Spider-Man #9: "Meet the Enforcers"
21 pages • June 2001

Enter Ox, Montana and Fancy Dan, making small talk. Fancy Dan wants to knock over some random McDonald’s (note that Fancy Dan’s powers are different in the Ultimate Universe – he now fires twin pistols instead of doing karate). The three enter The Cage, unbeknownst to them followed by Spider-Man, who then jumps in and starts a fight with the three of them. He eventually wins, by wrapping them all up in webbing. Spidey asks them to take him to the Kingpin, at which point Mr. Big turns up. Mr. Big explains that, despite working for the Kingpin, he doesn’t like him, and so informs Spidey that the Kingpin hangs out at Fisk Towers (his office tower), and that he is holding a fundraising gala on Friday that could be nicely ruined by Spidey… at which point, the FBI turns up and Spidey runs away.

On the way to school, Peter stops to read the Bugle at a paper stand. The assumption by the Bugle is that yesterday Spidey was found working with the Enforcers, and that was why he was at The Cage. The paper stand owner makes Peter buy the paper for reading it too long. In the school cafeteria, Kong is going on about how Spider-Man busted the mafia yesterday, when Liz breaks down in tears – she is fed up with Kong going on and on about Spider-Man. At this point, MJ turns up, and asks Pete to a movie. She asks for Friday, but Peter says to make it Saturday because he is “working”…

That evening, Peter is at the Bugle, and asks Jonah why he doesn’t present a more well-rounded look at Spidey, instead of criticising him all the time. JJJ explains that people don’t want “well-rounded”, they want “good” and they want “bad”, and that Spidey is “bad”. He says that people will read the Bugle whatever they say about Spidey. Cut to Friday, and the fundraising gala at Fisk Towers. The Kingpin has given money to reopen the Midtown Hospice after it was damaged by the Green Goblin. Peter is climbing the windows outside, and this annoys him, as “He writes a check and – ta daa! He’s one of the good guys… And somehow I’m a bad guy. Fantastic!”

Pete finds an open window on one of the higher floors, but realises he has been spotted by security cameras. His spidey sense flares: the Kingpin is creeping up behind him…

Ultimate Spider-Man #10: "The Worst Thing"
21 pages • July 2001

Spidey realises the Kingpin is towering over him (he has finally figured out what his Spider-sense means), and turns around and fights himself free. By now, however, some more of the Kingpin’s cronies have turned up, including Electro. Electro starts shooting at Pete, and eventually he gets him, knocking Peter out. The Kingpin then pulls off his mask, and realises Peter is just a kid. He asks Pete who he works for (Pete makes up “Carson Daly”), and thinking Peter is insignificant, he tosses him out the window, minus mask. Peter manages to grab hold of the side of the building, and uses his powers to slow his fall, sliding down the window past all the people at the gala dinner.

Walking home, Peter is sore and covered in bruises from the neck down – he now realises what he did was really stupid. When he gets home, he finds his aunt worried about where he’s been out so late. She eventually breaks down crying, saying she misses Uncle Ben. The next morning, Pete wakes up, finding himself aching all over. He decides he has to call MJ to cancel the movie, which really upsets her as he can’t be truthful about why he can’t go (he says he is not feeling well).

At Wilson Fisk’s office, Electro, the Enforcers and Mr. Big are called in. Mr. Big takes a stand against the Kingpin, relying on the Enforcers to back him up like they promised they would. However, when it comes down to it, they side with the Kingpin, and hold him steady for the Kingpin. The Kingpin takes Mr. Big’s hat off, and puts the Spider-Man mask on his head. He then crushes his head with his bare hands. Come Sunday morning, Mr. Big has been found floating dead in a sewer, head crushed, and Spidey mask still on. Christian Walker from Powers is interviewed on the news about it, and they agree that Spider-Man is a major suspect. Pete sees this, and realises his life keeps getting worse…

Pete tries to apologise about cutting their date off, but MJ is still quite annoyed. Liz is still depressed about having had to shout at Kong on Friday. The gang have a history lesson on Nixon, and they discuss how he recorded everything on tape, thinking he could get away with it “because he thought he was untouchable”. Pete realises the Kingpin is doing the same thing – filming everything that happens in his office – possibly including the murder of Mr. Big???

Ultimate Spider-Man #11: "Discovery"
21 pages • August 2001

Later that day, Peter is using his intelligence to figure out how he could get the Kingpin. He finds out which security camera company Wilson Fisk uses, sets up a fake e-mail account, and contacts them under the name of Arthur Simek, enquiring about how their system works. Later, Peter enters an empty classroom with Doctor Bradley. She appears to be some kind of guidance counsellor, and everyone has a scheduled meeting with her to discuss the events of the previous week – when the Green Goblin attacked the school. The questions move from the Green Goblin to Harry Osborn and then onto Uncle Ben – all of which makes Peter feel increasingly awkward, as if he’s being questioned, not counselled. He gets annoyed that Doctor Bradley is taking notes, so decides to leave. Outside the room he meets Liz (who has the appointment after his), who is still upset about the whole Green Goblin fight at the school.

At the end of the day, Peter tries to talk to MJ, but she is still mad and won’t talk to him. Pete gets home and goes to his basement, and finds he has got a reply to his email. It includes a link to a video with information about the system. The video (presented by Patsy Walker) explains that once recorded, all footage is burnt to DVD and stored at a data bank in the security guard’s offices. This is exactly what Peter wants to know. So, that evening, he swings back to Fisk Towers. In one room Electro, the Kingpin, Walter Dini (Fisk’s lawyer) and Sam Bullit (Fisk’s political front) are discussing the murder, whilst in another, the Enforcers are feeling guilty and moping about how they betrayed Mr. Big.

Spidey breaks into the guardroom and takes out the guards – however a misplaced shot from one of the guards inadvertently takes out the lights. Spidey goes and finds the DVD bank, and grabs a handful of the most recent DVDs, putting them in his backpack. He is just about to leave, however, when Electro and the Enforcers turn up, investigating the blackout…

Ultimate Spider-Man #12: "Battle Royal"
22 pages • September 2001

Spidey is in the fight of his life against four supervillains at once! He quickly webs Fancy Dan’s hands up (guns and all), but is then captured by Ox. He plays dead whilst Ox holds him around the neck, but then springs back to life at the right moment and starts fighting again. Electro accidentally takes Ox out with a misplaced shock, Spidey knocks out Montana by using his own rope against him, and one of Fancy Dan’s guns backfires, injuring his webbed-up hand. Now it’s just Spidey versus Electro. Spidey wins by breaking a water pipe, and flooding the room, getting Electro to shock himself into submission. Spidey wakes Ox and tells him to tell the cops everything when he is next questioned, if he knows what is good for him.

Spidey’s victory celebrations are short-lived, however, as on the way out, the Kingpin turns up. Spidey starts cracking “You are so fat” jokes to help calm himself down, culminating in him shouting at the Kingpin for all his wrongdoings. He eventually webs the Kingpin to a wall, and by the time the Kingpin breaks free of the webbing Spidey has left.

At home, Pete searches through the DVDs, and eventually finds the one showing the Kingpin crushing Mr. Big’s skull. He takes the DVD into work with him, and anonymously leaves it on Ben Urich’s des). Watching the video, Urich realizes he has a huge story and rushes off to find JJJ. Overhearing all this, Pete can’t help but smile. He phones Mary, and asks her to come over to his house when he gets home, as he has something important to tell her.

The next day, the Kingpin is in South America having a talk with his lawyer, Walter Dini. The Kingpin is reading the Bugle exclusive on himself, and is very angry at Spidey. Walter promises to fix the problem, but says it will take a lot of time and money...

Ultimate Spider-Man #13: "Confessions"
21 pages • October 2001

MJ meets Peter at his house. After building up his nerves, Pete tells MJ he is Spider-Man, explaining that he doesn’t want to lie to her any more, and that he told her as she is his best friend. MJ breaks down laughing at this, so Pete proves it by climbing up his bedroom wall. MJ panics, starts screaming and falls off the bed, which Aunt May hears from downstairs and tells them “no hanky-panky”. Peter explains that he got his powers from the spider-bite at Osborn Industries. MJ realises that she was nearly bitten, too, and could have also gotten some powers. MJ thinks Peter is really cool- like a rock star- but Pete explains that it isn’t all that good being Spidey. MJ asks Pete to take her swinging, but he says no as it is too dangerous. MJ’s excitement builds again, and she starts jumping on Peter’s bed. Peter makes Mary promise not to tell anyone. MJ then says “And to think I thought you were just going to kiss me.” Peter, realising that MJ came up here anyways, moves in to kiss her, and MJ says her famous line, “Face it, tiger, you just hit the jackpot…” when they are just about to kiss.

However, at that moment, Aunt May knocks on the door, and bursts in. She has phoned MJ’s mum and got her to ask MJ to go home. Aunt May starts lecturing the two (“I just pray to God you two are being safe…”), which gets Pete embarrassed. Once MJ has left, Aunt May asks Pete if he knows about “it”. Peter says he had “the talk” with Uncle Ben, and Aunt May forbid him from “hanky-panky in the house”. Once Aunt May leaves, Peter flumps backwards onto his bed, a huge grin on his face – MJ is now his girlfriend!

-- synopsis and panel image by rst20xx