[SPOILER ALERT: The following contains major spoilers for "Ultimate Comics Spider-Man" #2, in stores now.]

Bendis walks readers through "Ultimate Comics Spider-Man" #2 in this edition of COMMENTARY TRACK

Part of the reason Marvel Comics' Spider-Man character resonates so much with people is his tragic origin story. When Peter Parker received his amazing spider powers his first instinct wasn't to be a hero; it was to be a star. He doesn't become a costumed crime fighter until a thief he could have stopped hours earlier murders his beloved Uncle Ben. That loss drums home the lesson that "With great power, must come great responsibility."

Spider-Man's been adhering to that rule ever since, especially in Marvel Comics' Ultimate Universe, where Peter Parker recently gave his life to protect his Aunt May from a group of super villains that were out to murder her. The Ultimate Universe isn't without a Spider-Man though. In "Ultimate Comics Spider-Man" #1 writer Brian Michael Bendis and artist Sarah Pichelli introduced readers to Miles Morales, a young boy from Brooklyn who also receives Spider Powers, and like Peter Parker his first instinct is not to serve and protect his fellow man. Miles' journey towards becoming a super hero is still unfolding, but it's sure to ultimately be a tragic one full of hard lessons.

In "Ultimate Comics Spider-Man" #2, Bendis and Pichelli revealed more about Miles' world and the people that influence it. CBR News spoke with Bendis about the issue for some page-by-page commentary and insight.

CBR News: Here we pick up with Miles running away from a fight between his father and his Uncle Aaron after getting bitten by the spider that gave him his powers. Miles is running through Brooklyn, his home borough. How does it feel to be exploring Brooklyn after spending so much time with Peter Parker in Queens, another New York City's borough.

Brian Michael Bendis: We're going to try harder to make it really look and feel like Brooklyn. Our Queens was kind of a fairy tale version [Laughs] and we're going to try and make the most of the cultural pot that is Brooklyn, which I happen to adore. I was in New York a couple weeks ago and I walked around Brooklyn and just tried to inhale everything and make it part of my being.

It's nice to walk around New York. You feel like you're visiting the set of your comic books.

At the end of issue #1 we saw Miles use one of his new powers, specifically one that Peter didn't have. Here we see Miles use an ability that Pete did have, super agility, to hurdle a TV set. How do Miles' super human physical abilities compare to Peter's? Is he faster or stronger?

I think his strength and agility are the same as Peter's and he has a bit of a spider-sense, but not as a strong. We're trying to lock down our rules about the spider-sense. I did pretty good with it in "Ultimate Spider-Man," but sometimes the spider-sense is misused. In some comics I've seen it used as a metal detector, or all kinds of stuff. I'm going to try to make sure it only goes off when he's in immediate danger and that it only gives him a second's head start. Plus with that second you've got to know where the danger is coming from. That buzz could make you turn around and get hit in the face.

And, as you mentioned, Miles has a couple of powers that Peter didn't have. I've been doing my little spider research and there's all kinds of spiders that do all kinds of different things. There are two powers that are different, both of which you see in this issue. One is the spider-sting. It's a little similar to the venom blast of the Marvel Universe's Spider-Woman, but it's different.

It's sort of like a kick in the balls. You know how when you get kicked there and it takes about four seconds for it to really hurt? It's like, "Wait did he kick me?" And then two seconds later it's like "AUGHH! That's terrible." That's what the spider-sting is like. You get hit and you think nothing happened, but then all of a sudden it's BLEWIE!

His other new power is camouflage. He's not turning invisible. He's camouflaging himself to his surroundings. I saw that there were spiders that do that and boy did it make me happy.

Here we see that camouflage power in action. It seems to affect his clothes as well.

[Laughs] It's a little bit of a fudge, but yeah. It sort of camouflages his entire being [Laughs]. Just go with it.

People are okay with him walking on walls, but I do know his clothes going camo might be a problem for some people.

When Miles uses his power here someone in the crowd calls out, "A damn mutant." We imagine this scene takes place after "Ultimatum," a story that had the mutant Magneto trying to drown New York with a giant tidal wave. How soon after does this scene take place?

This issue is a bit of a flashback. We're not caught up with the present day yet. It takes place about two months ago. So a little less time than you think, but certainly if a mutant drowned the city the anti-mutant feeling among certain members of the populace would be strong. To this day there are people confused about 9-11 and who to blame and how they feel about it. That was 10 years ago. So you could certainly see something like this doing something similar. Any time you see anything different or you don't understand your brain goes to the thing you don't understand, and in this case it's mutants.

We meet him for the first time here, but last time we talked you hinted that Miles' best friend Ganke was one of your favorite characters to write. Where did the inspiration for this character come from?

Ganke is actually a mish-mash of a couple of people. He's partly based on someone who goes to school with my daughter. Every parent will tell you that when you pick up your kid from school you're immersed in the world of kids' craziness. I'm particularly a target for a lot of the boys because they all know what I do for a living. There's one kid in particular, I won't name him, who when I pick Olivia up from school he comes up to me and goes, "Write me a Spider-Man comic right now. Right now! Give it to me! Go!"

Then I'll do it and he'll go, "Hey not bad" and walk away. He's a hilarious kid so I kind of based Ganke on what he might be like at 13. Then I have another friend of mine whose personality is completely wrapped up in Lego sculptures and this is a valentine to them.

What's especially hilarious is imagine Sarah getting the script. Not only does she have to deal with this facacta costume, I also tell her I wanted the most elaborate Lego pirate ship ever. She just e-mailed me and went, "Screw You." [Laughs]. I wrote it as a a challenge. It was like, "Sure you could do a little cross hatching and get out of this or you could draw the Legos the way Lego people want to see them." She did it too. It was pretty hilarious. Asking your artist to draw Legos is worse than a crowd scene

From their dialogue here it seems like Ganke and Miles have know each other for quite awhile, is that correct?

Yeah they've been friends since they were little kids. As we can tell from the last page of this issue, going forward Miles is going to have a lot of trouble acclimating to this life but Ganke's infectious enthusiasm will propel him in the right direction. It's also going to be nice to have somebody who he can share this with; somebody he can talk to about it and help him figure it out. Plus I imagine that Ganke is smarter than Miles. I had a friend growing up who was smarter than me and it forces you to be smart.

Here we get Miles' reaction to his dad telling him that both he and Miles' Uncle Aaron had been to jail. Miles seems shocked by this as we'd expect, but does he truly understand and grasp everything that his dad is telling him in the scene?

He does understand what he's being told, but his father doesn't understand the depth of the things that he's saying to him. Because here's Miles, who is at the cusp of being a man, then all of a sudden he has this secret that he may have been ready to tell his father at that moment. Then two things happen: Number one, Miles' father tells him the truth about their family, which involves not just him, but Uncle Aaron, who Miles admires. What that says to Miles -- and for people who are looking for a real difference between him and Peter here it is -- is that Miles wonders if there's self destruction hard wired into his DNA. Is greed or whatever it is that makes people do something wrong even though they know it's wrong part of his genetics? Is whatever it is that's propelling his Uncle Aaron to be the Ultimate Universe's Prowler in him?


Miles doesn't know if he's a good guy or a bad guy. He doesn't know what kind of guy he is and than he finds out that his father wasn't that great a guy even thought he's trying really hard to be one now. Then it's his uncle too. So is this in him? Is this who he is? That's something that Peter never had to struggle with. People who discover that they have alcoholics in their family often wonder, "Am I an alcoholic too? If I drink will I lose it?" So he worries about what kind of person he is. He doesn't know.

Then just as he's taking that in he finds out his father is ant-mutant. He has quite the prejudice streak in him as far as people with powers are concerned, so that creates a situation for Miles to decide to maybe not tell him right now. As big as a whopper as the spider is, the stuff that happens in issue #2 is much more defining for the character because all these things are dumped on him at once.

You mentioned Ganke was based on a couple of people you know. What about Miles' dad?

It's almost everybody in the book. As a writer I always start with someone I know and build from there. Usually the character takes over, but particularly for my type of writing I need to ground it in something that I know is true. You may not know this person, but I do, and if I know that I'm writing something truthful subconsciously I think you'll feel the same way.

We've talked about how in the past Aunt May was a dead on impression of my mother. When my brother read it he went, "Jesus Christ. That is right on the money." So my brother appreciated different levels of it. Most readers, though, just saw her as a person with some interesting attitudes who felt very real.

All of it is stuff I witnessed directly or watched. I have a very rich cast of characters in my life [Laughs]. I've been able to pick their brains and their bones for many, many years and I will continue to do so. If you become part of my life you may have to take that chance. If you're reading this and you know me there's a good chance I've probably used you.

Based on his dialogue here and his actions in the first two issues, it seems like Miles' dad is a pretty intense guy.

Well, he has a lot to say here. We'll find out more about him as we go. There are a lot of layers to him and there are things that he says here that are true and there are other truths that will be revealed. Plus we haven't really gotten to meet Miles' mother. We will later on. We'll find out what kind of woman she is and what kind of relationship they have. All these things will affect the story and affect Miles' actions as a hero going forward.

In this scene Miles' dad expresses what appears to be hatred and distrust of mutants and super powered people in general.

He's a survivor of "Ultimatum" and like the rest of the city he feels, "I had a normal life and someone tried to drown me, my neighbors, and my city." It affected all of New York. I don't think Miles' dad realizes it's prejudice. It's a feeling that, "There's something out there that I can't control and it's affecting my life in a bad way. I don't like it." It manifests itself in negative generalities and negative generalities turn into prejudiced statements. These negative generalities harm his family and the world around him. He doesn't even realize he just put his son in the closet with his statement.

I think a lot of people know what that feeling is like. It's like your parents say something, whether it be about your sexual orientation or whatever, and you suddenly feel like you shouldn't say what you really are or how you really feel.

Here we get a glimpse at Miles' room. I'm curious about some of the items in there because they might give us a clue to some of his interests, like the skateboard. Is Miles into skateboarding?

[Laughs] A lot of that is stuff that Sarah is into. I give her some notes, but with an artist like Sarah who is such a stickler for details I fill her head with what's going on with the character and let her define it

We did notice some plush or toy versions of Iron Man and the Thing, and in our last conversation you revealed that Miles would have an interest in New York's hero community.

That's the stuff I put in that he would totally dig. The other stuff was Sarah. With Miles we're meeting him as he's literally defining himself and his interests. We're just getting to the good part with him.

You end the issue with a shot of Miles on his bedroom ceiling, and if memory serves you also ended an issue of Peter Parker's origin story in "Ultimate Spider-Man" with him crawling up to the ceiling.

That was the image that ended "Ultimate Spider-Man" #1 many years ago and I wanted to repeat that image because it most defines the difference between the two characters. When Peter made it to the ceiling he was excited and thought it was awesome. Miles first reaction is, "Oh no!" That was very interesting to me. That left us with some mountains to climb. How is a kid who goes "Oh no!" when he discovers what's happened to him going to end up in the costume next issue? And for those looking to see him in the costume he will be in it shortly.

What else can you tell us about the issue?

I'm relieved by the response this book has been getting because I'm immensely proud of it. I want to write this book. I want this book to exist in the fashion that it exists. I just adore everyone I'm working with and the ability to do this. I wasn't sure what I was going to wake up to the day issue #1 came out and I was completely blown away. So relief is what I feel. There are things you look back on and you go, "I'm so glad I did that." The day issue #1 came out was e-mail after e-mail and Tweet after Tweet of people sending me pictures of their family with the book. There was a lot of "thank yous" and "I really wanted this."

I was also relieved because if people like issues #1 and #2 it only gets better. Issue #3 is done, and #4 is being drawn right now. Sarah and our colorist Justin Ponsor are an amazing and immaculate team. Things just get more and more beautiful. The character gets more and more expressed and if you liked what you saw in these first two issue you'll love what's to come.

Speaking of, can you offer up any teases about issue #3?

A lot of people want to know how he goes from his crappy costume in "Ultimate Comics Fallout" #4 to the super cool costume that's on the cover of the book. You're going to find out all of this. You're going to see how Peter's life and death affect him directly and see what his role in all of it is. You're going to see Gwen Stacy. You're going to see Aunt May. You're going to see Peter. You're going to see them in different and surprising ways. You're going to see how Miles interwove himself into the end of Peter's life and you're going to find out how and where he gets the costume from. Plus you'll see Spider-Woman's response to the news of the new Spider-Man.