This week, Marvel Comics' "Ultimate Spider-Man" celebrates two big milestones; its 150th issue and its tenth year as a series. In honor of these occasions CBR News presents THE ULTIMATE SPIDER-MAN DECADE. Yesterday, in part one of our feature, we spoke with writer Brian Michael Bendis about the book's origins, memorable story arcs and what it was like working with artist Mark Bagley for a record breaking 111 issues. Today, Bendis returns to discuss Bagley's replacement artist Stuart Immonen, closing out the first volume of "Ultimate Spider-Man, the recent relaunch of the series and his future plans for the book.

In July 2007, artist Mark Bagley handed over the artistic reins of "Ultimate Spider-Man" to Stuart Immonen - who was offered the assignment because Bendis was a long time fan of his work - with issue #111. It was a special issue where Bagley penciled the first half and Immonen the second.

"I think he's amazing," Bendis said of Immonen. "He was coming off of 'Nextwave' which was easily one of his career highlights. When we were looking for an artist to replace Bagley, one of the ideas floated was to hire a Bagley clone. I said, 'No let's not do that. Let's hire the best person available.' Stuart was available and I thought, 'Perfect.' Like Bagley, his characters act. His characters are real. He can draw. There's no cheats. There's no bullshit. It's pure illustration, and beautifully done. Plus, he needed to show off a little bit. He needed to show people what he could do. Obviously 'Nextwave' showed how amazing he could be. It was that other level of character acting and draftsmanship that I wanted to bring out in him and he was up for it.

"He would still be on the book if not for the fact that, with the two of us, it was just working," Bendis continued. "When it became time for someone to step up on 'New Avengers,' he was the guy the book needed. It needed someone who would get that book done and done well."

"Ultimate Spider-Man" #111, titled "The Talk," centered around how Peter's Aunt May was dealing with her discovery that her nephew was Spider-Man. "JMS had outed Peter to Aunt May in [Amazing Spider-Man]. I remember I was at Greg Rucka's house and we were talking about how, if we had written that scene, Aunt May would just destroy [Peter]. She would lay into him with some guilt you wouldn't believe. Then we realized that we both have Jewish mothers, and that's why," Bendisa said, laughing. "That's a truth we knew. So I wanted to write that. I wanted to have him with the mother who lets him fucking have it. So I did. I was excited, because now you have a new dynamic. You have that next step. When a teenager hits a certain level, their parent or parents go, 'You're not a child anymore. You're a young adult who I have to communicate with on a different level.' That's what this is; the superhero version of that. It's, 'What you just told me is scaring the shit out of me, but I'm going to support you the best I can as long as you're being smart about it.' That's kind of how my mom dealt with me when I said I wanted to be a comic book writer and artist. She said, 'As long as you do it smart, I'm in.'"

Next came an arc titled "Death of a Goblin," a story in which Bendis made the dramatic decision to kill off not just Norman Osborn (the Ultimate Universe's Green Goblin), but also Norman's son and Peter's best friend Harry, who in an earlier arc had been transformed into the Ultimate incarnation of the Hobgoblin. The roots of the storyline stretch back to Bendis's work on the 2005 video game adaptation of "Ultimate Spider-Man."

"We had a great deal of fun working on the game, and then a sequel to the game got greenlit. Brian Reed and I were working diligently on the sequel and then they realized, because of preexisting Spider-Man licensing deals, they only had three weeks to get the game done because a new Spider-Man movie game was going into production. They weren't allowed to put out Spider-Man games that weren't movie related during this time period, so they pulled the plug on the game. You can't do a game in three weeks. It takes months and months," Bendis explained. "My story pitch that got approved was the death of the Green Goblin. So I put it in the drawer for a couple of years and felt when I was at the point in the story I wanted to tell, I would do the story in the comic. What was cool about it is, number one, I got paid twice. [Laughs] Number two ,and more importantly, was, I initially wanted to do this storyline in the comics and the video game at the same time so there could be something you could read and something you could go play, but it didn't work out that way."

Several story arcs after he ended the lives of the Osborn family, Bendis also ended the first volume of "Ultimate Spider-Man" with a story tying into Jeph Loeb's "Ultimatum" miniseries where, in a fit of rage, Magneto used his vast powers to manipulate the weather and drowned New York City with a massive tidal wave.

"I had a notebook full of things I wanted to do, but I just wasn't there yet in the story. We had been in all these Ultimate meetings. We'd have these pow wows in LA with Allan Heinberg, Damon Lindelof and Jeph Loeb; all these pretty big muckety mucks. Jeph had laid out the bones of what 'Ultimatum' would be and I looked at it as a huge opportunity for me to do some stories like Aunt May getting arrested for harboring Spider-Man only to have the tidal wave wash it all away," Bendis recalled. "In any other medium, that would be incredible writer's bullshit. But because I wasn't the one dropping the tidal wave on the story it was okay," Bendis laughed.

"I can't think of another way you could possibly get away with that incredible bullshit. I was even giggling while I was typing it because I knew it was total horseshit. It was a lot of fun to write, though. I wanted to write, 'Aunt May gets arrested and is sweating it out in the box and being worked over by cops. Cut to tidal wave,'" Bendis continued. "Also, Stuart is amazing at double page spreads of destruction. There was this energy that he just nailed. 'Ultimatum' gave me this opportunity to have Spidey and the gang deal with this because they don't live in Manhattan. They could watch the horror, like we've watched horrible things that happened in our lives. They could watch the horror and then change their lives."

One character whose life was changed dramatically by Spider-Man's actions during "Ultimatum" was his long time nemesis J. Jonah Jameson, publisher of the "Daily Bugle." In the two issue "Ultimate Spider-Man: Requiem" miniseries that followed "Ultimate Spider-Man" #133, the final issue of volume one, Bendis showed how touched Jameson was by Spidey's acts of heroism during the time New York was drowning. In fact, JJJ was so moved he devoted the final issue of the print edition of the "Daily Bugle" to eulogizing Spider-man, who was believed dead at the time.

"The final print issue of the "Daily Bugle" was a way of commenting on what was happening and what is still happening with newspapers," Bendis stated. "With Jameson, we've seen 'Spider-Man Menace!' I thought to make an event like 'Ultimatum' really worthy you've got to have profound changes in some of the characters. They may seem slight [at first], but you can feel it. With Jameson publicly promoting him in the relaunch of the [series], you can feel the whole world has changed about how they relate to Peter."

In August 2009, the second volume of Spidey's Ultimate Universe adventures began with the release of "Ultimate Comics Spider-Man" #1. Joining him for the relaunch was his artistic collaborator from 2008's "Ultimate Spider-Man Annual" #3, artist David Lafuente. "David just killed on that annual. I've had that happen quite a few times in my career. I get the opportunity to work with an artist I'm a fan of and they just destroy on something. It happened when I worked on the 'Dark Avengers Annual' with Chris Bachalo. He destroyed on that. The same thing happened with Lenil Yu on the Luke Cage issue of 'New Avengers,' which got him that book. The first handful of pages came in at the same time we were going, 'Hmm - I wonder who the new artist of the book will be?' Then this guy destroyed. You're like, 'Can this guy do a monthly? Or can he do anything close to a monthly?' Some guys can and some guys can't. Mark Brooks did an amazing job on our first two 'Ultimate Spider-Man' annuals, but he's just not a monthly guy. I also thought his work was exceptional and really, really special

"Even though he was a little untested when it came to monthlies, David rolled up his sleeves and said, 'Yeah. Let's do this,'" Bendis continued. "I liked that his work was not like Bagley's or Immonen's. His work has a surprise flavor. The mistake we've seen so many times before in comics is after someone like Frank Miller's gone, you have a whole list of people who look just like Frank Miller. They think that's what people want and it's not. People want something unique. What David and Sarah Pichelli, who just became our new co-artist on the book with David, have brought is a European sensibility. It features a different kind of character acting and it's changed my writing style because of it."

For the launch of "Ultimate Comics: Spider-Man" Bendis brought along the villain of "Ultimate Spider-Man Annual" #3, the Master of Illusions known as Mysterio. Unlike his Marvel Universe counterpart, Ultimate Mysterio is a whole lot more ruthless, violent, and ambitious. In the first issue of the new series, he makes this point by murdering the Kingpin. "When you're doing the Ultimate version of anybody, you want to make sure that they're very unique and have their own way about them," the writer remarked. "Mysterio will be returning in the next arc."

While Mysterio was changing the face of New York's criminal underworld, Peter Parker was coping with the changes wrought by "Ultimatum." The opening arc of "Ultimate Comics: Spider-Man" picked up six months after the events of 'Ultimatum.' Picking things up six months later was great because [fan reaction] was, 'What? Peter is dating Gwen? WTF?'" Bendis stated. "That's the best, and I'll never do the flashback. I know it drives people crazy, but I won't."

While many big changes in Peter's personal life were already in play when the opening arc of "Ultimate Comics Spider-Man" began, a massive one occurred during the events of the arc when Aunt May invited Peter's superhero comrades Johnny Storm (The Human Torch) and Bobby Drake (Iceman), members of the now defunct Ultimate versions of the Fantastic Four and the X-Men, to come live with her and Peter.

"You've got Aunt May creating what is almost like a superhero halfway house, which is funny and I thought brought in all kinds of drama and responsibilities. It's just a total change. It was just so much fun to write and perfect for the characters. It's still a Spider-Man book, but you turn the page and all of a sudden you've got Ultimate Teen Titans or something. It's almost like an Ultimate version of the old 'Spider-Man and His Amazing Friends' cartoon or even what I wished 'Ultimate Team-Up' would have ended up becoming," Bendis said. "Peter isn't a loner. He always had friends. He's had more friends than he knew what to do with. I like that aspect of Peter, as well. He kind of had to get away from his friends to go be Spider-Man, and that's kind of what I was tipping my hat too."

In the most recent arc of "Ultimate Comics: Spider-Man," the bonds between Peter, his family and his friends were tested when Peter was abducted and replaced by the Ultimate incarnation of the Chameleon. "You're going to see the fallout of that arc, which is where we're at now. It's gigantic and it will carry us through this entire upcoming year of the book." Bendis said. "Ultimate Comics Spider-Man" #15 began to explore some of the fallout from the arc as Gwen Stacy ended her romantic relationship with Peter by running away from her home at the Parkers, and Mary Jane Watson admitted her love for Peter. Things were further complicated by Lana Baumgartner, the younger half of a new mother-daughter super villain team called the Bombshells that Bendis introduced in issue #2, who began taking classes at the school Peter and his friends attend.

"I have, like, seven more new characters to introduce as well. I have them in a notebook and haven't introduced them yet because there are so many characters in the book now," Bendis remarked. "It's what I wanted to do, though. I wanted to put toys in the toy box. I want to get to the point where we're introducing characters in the Ultimate Universe and making mainstream versions of them in the 616 Universe. I want Lana to show up in 'Avengers' now or something like that. Normally it's the other way around!"

For this week's "Ultimate Spider-Man" #150, Bendis wanted to tell a tale that not only honored the book's celebrated past but pushed the series forward in a new direction. "I'm a big fan of jam books. I've done a couple and what will happen in this book is that because of the Chameleon arc and other things that have happened around it, the Ultimates get together with Carol Danvers, who has inherited the problem of Spider-Man from Nick Fury. She goes to the Ultimates and says, 'I know Nick Fury liked having him run around like a crazy gerbil, but I don't. I don't like it and I need to know what you guys think I should do about it.' Each of the Ultimates, Cap, Thor and Iron Man, tell her a story about Spider-Man from their point of view that illustrates their opinion of him," Bendis revealed. "Each one of those stories will be illustrated by one of what I think are the strongest independent artists working today, which is how I was perceived when I started the book. I thought there would be a nice synergy there, or whatever you want to call it. The book will also feature the work of our current artists David Lafuente and Sarah Pichelli, and there will be an alternate cover by Bagley. I think it's a Valentine to where the comic is. It's also a valentine to the character. It's a big, big book.

"At the end of #150, because of the decision that Carol Danvers and the Ultimates make about Spider-Man, there will be a huge status quo shift in the book," Bendis continued. "A mandate will come from above that will change what Spidey's life is. From there, we will get back into it with not only the Black Cat but with Mysterio fighting over a pretty cool object from the Marvel Universe, which is the Scorpio Key, or the Zodiac Key depending on what part of the Marvel Universe you're digging in."

Issue #150 also begins the countdown to the recently announced "Death of Spider-Man" storyline co-written by Bendis and Mark Millar. The project begins with a prelude in "Ultimate Spider-Man" #153, which leads into the first issue of Millar's "Ultimate Avengers Vs. New Ultimates" miniseries. "Just recently, Mark Millar and I and Jeph Loeb all got back together for the first time in years. Jeph and I are still working together, obviously, on the 'Ultimate Spider-Man' cartoon, but we hadn't seen Mark in years. We all got together and had a very long retreat about what the Ultimate Universe means and what it should be now versus what it was then. What we came up with was a couple of stories that are very bold; as bold as anything we've ever done in the Ultimate Universe," Bendis said. "You won't believe what we're about to do. I'm not even slightly hyping. Every day, both Mark and I keep waiting for them to call us and say, 'No! We decided you guys are nuts.' Instead they bring us, 'How about this for marketing? Or how about that for marketing?' So it's like, 'We're still going to do this? Awesome!'"

One thing is certain - if Peter Parker survives the "Death of Spider-Man," readers shouldn't expect him to get considerably older any time soon. While aging the character may allow for certain events like prom and high school graduation, Bendis currently has no interest in telling those stories. "I understand the genuine need to have characters age, but I don't think this series needs it," the writer remarked. "I think we might do a formal dance coming up. I always kind of shied away from it because 'Buffy the Vampire Slayer' did the best dance episode, but when it comes to aging, no, this is what the book is about."

For Bendis, plotting out Peter Parker's adventures in "Ultimate Spider-Man" is still as exciting as it was ten years ago, and the writer doesn't see that changing any time soon. "I sometimes feel like there must be something wrong with me. I've thought, 'Should I have left when Bagley left? Should I leave after 'Ultimatum?' Should I leave here? Should I leave there?' I've even asked Marvel, 'Do you want me to leave?' Because you don't want to be the guy who can't take a hint. They were like, 'No! Jesus, no!' I just wanted it to be clear," Bendis said. "I have notebooks full of stuff to do. I've never been more pumped up than when I left the Ultimate retreat a couple of weeks ago. I've got piles and piles of stuff to do. This is the book that I was lucky enough to get, smart enough to stay with and no matter what else I do in comics, I know my name will be associated with this thing that I couldn't personally be prouder of.

"It brought me into the world of video games. It brought me into the world of television. It has literally brought me around the world and allowed me to meet people from all walks of life. From the youngest to the oldest, they just really want to love their comics and they're happy to do so. Not a day has gone by where I haven't felt insanely lucky and insanely proud of the book. These people that we've discussed, which include Chris Eliopoulos, Justin Ponsor, Ralph Macchio, Nick Lowe, Mark Paniccia and Sana Amanat; they're incredibly dedicated craftsmen and artists who have dedicated whole parts of their life to making this book excellent, different and a couple steps ahead when it was appropriate. I'm just incredibly lucky to have experienced this, and to have this conversation with you ten years later seems insane. It's crazy!"

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