At a time when Spider-Man stories became more and more controversial with stories such as the original clone saga, Marvel introduced the Ultimate Spider-Man with the arrival of the new Ultimate Universe. This provided a much needed reboot to his story with a wide variety of changes.

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These included his origins, villains, family, and plenty of other aspects from the Earth 616's Spider-Man that fans have been accustomed to. While he was definitely not the only Marvel character to be changed in the Ultimate Universe, he definitely was one of the ones to be so drastically changed and here are some of the craziest things to happen.

10 Introduction Of Miles Morales

While this does not initially seem like a crazy occurrence, at the time it was unexpected that they would give us a new Spider-Man, especially considering that he surfaced after Spider-Man's death. Miles Morales is praised by many to be a more relatable Spider-Man due to his background and upbringing. As far as family is concerned, he has his parents as well as plenty of close friends to help him out along the way. Not to mention he is more spider-like in some ways such as the design of his costume and with his a wide variety of different powers such as invisibility and venom blast.

9 Miles' Uncle As The Prowler

Speaking of his family, Miles' uncle Aaron Davis is none other than the Prowler. He proves to be a stark contrast to Peter's Uncle Ben and far from a role model for Miles'. He even goes so far as to force Miles to help him take down Scorpion, who is a gang leader in this universe.

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To make matters worse, the Prowler attacks Miles after he refuses to work with him further, though this ultimately results in Aaron's death. This change definitely adds more depth to the Prowler in how he is connected to Miles, showing him how not to act.

8 Kraven The Hunter - Reality TV Star

In one of the weirder changes, Kraven The Hunter, one of Spider-Man's fiercer foes who even killed and replaced him on one occasion in Kraven's Last Hunt, is a reality television star. With this, he decided to hunt Spider-Man purely to boost the ratings of his show. However, he was defeated with a single punch from the web slinger due to him just being a normal guy. Despite this, he would later genetically enhance himself when joining the Sinister Six, more closely resembling the Kraven from Earth-616 that fans know and love.

7 Wolverine And Spider-Man Switch Bodies

While Spider-Man and Wolverine have not often seen eye to eye on many things, there is an increased animosity between the two in the Ultimate Universe. Matters are made even worse when the two realize they have switched bodies with one another. During this time, Wolverine even hits on Mary Jane at one point. As for Spider-Man, he was quickly discovered due to his much more gentle nature and joking demeanor.

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The two are most definitely stark contrasts to one another and this shows in how they act in the others skin. It is eventually revealed that Jean Grey did it because she was tired of Wolverine hitting on her and wanted to put him in the body of the last person he'd want to be in.

6 Venom As A Cure For Cancer

Eddie Brock, unlike his Earth-616 counterpart, is a childhood friend of Peter Parker who grew up to be very close to him. Their parents, Richard Parker and Eddie Brock Sr. worked together on "The Suit" which was designed to heal peoples' bodies upon attaching to it. The suit was even supposed cure diseases such as cancer. Peter tried it out, transforming into the black suited Spider-Man, and realized the dangerous potential of the substance. From that point, he tried to destroy it, but Eddie Brock took it and became Venom in spite of this. This version of Venom is a prime example of good intentions gone wrong and with their history, he serves as a much more sympathetic character.

5 Aunt May's Character

Another character that is changed for the better in this new universe is none other than Peter's Aunt May. In the original comics, she can tend to be a bit more of a damsel in distress more times than not. Conversely, her Ultimate Universe counterpart is much more fierce and upfront though still just as caring in her own different ways.

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In fact, she even ends up shooting Electro three times with her revolver before he can get the killing blow on Peter just moments after hearing he is in danger.

4 Spider-Man's Origins

While this encompasses a wide variety of different changes, these are nonetheless big, wild changes in regards to his the widely accepted origin story at the time. For starters, he got his powers on a trip to Oscorp which gave him more of a connection to Norman Osborn. Additionally, the spider was not radioactive, but did contain the OZ formula which would have some more unexpected effects.

As far as his relationships go, not only does Mary Jane appear much earlier than in the original comics, but Peter also tells her very early on that he is Spider-Man. This is huge as it was kept such a huge secret from everyone around him, especially Mary Jane in the Earth-616 universe. Additionally, Uncle Ben is around much longer before his death and with this the relationship between Peter and himself is much more developed.

3 Carnage's Creation

Similar to Venom, Carnage came about in a very different way in the Ultimate Universe. To create it, Doc Connors uses his genetic materials as well as Spider-Man's blood. As a result, Carnage wanted to be Peter and used his DNA to complete his form. Similar to his Earth-616 counterpart, this form was a hellish version of Peter.

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To add insult to injury, Carnage even kills Gwen Stacy and absorbs her into it in gruesome fashion. Although Gwen Stacy was eventually brought back, permanently free of Carnage, it was still a shocking twist of fate for the character in the first place.

2 A Very Different Green Goblin

Ultimate Goblin

The Ultimate Green Goblin, noted by many as one of the best variations of the character, has his fair share of differences from the original Norman Osborn. For instance, he underwent a mutation which turned him into a big, hulking, demonic monster contrary to Earth-616 where he wears a suit. The mutation also gives him incredible strength as well as fire powers. In this universe, he is also the leader of the Sinister Six. With this and their shared connection, Green Goblin cements himself early on as Peter's arch enemy.

1 Death of Spider-Man

Peter Parker's heroic death was a satisfying conclusion to his run as Ultimate Marvel's Spider-Man

In what has to be the most shocking event of the series, Spider-Man meets his end at the hands of Green Goblin and other villains. This proves to be a much more gruesome, sad death than many of his others throughout comic book history. For starters, he takes a bullet for Captain America, injuring himself for the fight that is to come. This is also when Aunt May shoots Electro, sadly only barely delaying Spider-Man's death.

The story sees him face off against Green Goblin and the Sinister Six, the former of which deals the killing blow. In an epic battle between the Goblin and Spider-Man, they each deal the killing blow to the other. Although they both would eventually come back, this death was emotional as Peter spoke of how he was able to save his family and friends this time where he couldn't save Uncle Ben.

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