In 2000, Marvel readers were given the chance to meet Peter Parker again for the first time thanks to the launch of "Ultimate Spider-Man." The series was conceived in order for readers not to have to deal with the forty or so years of continuity that the other Spidey books based in the regular Marvel Universe had built over the decades. More than simply new reader friendly, it provided readers with a different and compelling take on Marvel's flagship character. Ten years and 150 issues later, the series is still going strong. In the first two parts of CBR's ULTIMATE SPIDER-DECADE, our celebration of the character's tenth anniversary, we spoke with writer Brian Michael Bendis about the past, present and future of the series. In part three, we speak with a man who played another pivotal role in the longevity of the series, veteran artist Mark Bagley, who worked on the book from 2000-2007, drawing the first 111 issues.

Initially hesitant to have anything to do with "Ultimate Spider-Man," Bagley turned down the project twice. "I was really reluctant. I'd never heard of Brian, and didn't know how amazing he was. Marvel and John Byrne had just tried a Spider-Man revamp that was not well received and I just knew that the book would be a huge challenge." Even after starting work on the series, it took a while for Bagley to grasp its potential appeal. In fact, it wasn't until the artist sat down and read the first couple issues that he realized he was working on something very special.

"I was blown away at how good the first few issued looked and how well they read," Bagley told CBR News. "Quite often I have trouble seeing the whole of the thing when I'm working off a script. Sort of a not being able to see the forest for the trees thing. Once I saw how it all came together, though, I was like, 'This reads great!' That's when it really started kicking. We then went into the Kingpin story and I felt like this was something I could really do. Then when we got to Geldoff I just wanted to shoot myself," he said laughing.

The infamous Geldoff made his debut in the story arc titled "Irresponsible" and was the first all-new villain to appear in the Ultimate Universe. There was much fanfare associated with the character, when Bendis' actual intention was that he was simply an angry, super powered teenager. The hype versus the reality led to many readers feeling underwhelmed by the character, with Geldoff becoming sort of a running joke. "If I recall correctly, this is eight or nine years ago, he was a normal teen who was experimented on because some people wanted to turn him into a mutant," Bagley explained. "It was a really interesting idea. We didn't get to see the story he deserved. Thinking about Geldoff all grown up, I see him as that guy on the Comcast commercial, the sleazy Russian billionaire who's like, 'Opulence? I has it.'"

Geldoff was just one of many characters that Bagley designed for "Ultimate Spider-Man" and the artist is especially proud of the way several of his designs turned out. "When I designed Ultimate Electro for the first Kingpin story arc, I still hadn't gotten it into my head that we weren't really doing costumes as much - we got more into costumes later on - so I designed that rubber suit of his. I was really happy with the way it came out, with the lightning bolt from the neck line and the all black insulated rubber suit. I had the idea that he should be bald, scarred and have no ears, a result of his powers burning him," Bagley explained. "I thought the Ultimate Vulture came out really, really well, too. It was the second time I had to design Vulture armor. I looked at the first one and thought, 'I can do better than that.' And I think it came out really, really well."

Each character Bagley designed presented him with different challenges. "I always think I do my Kingpin too huge. I can't seem to ratchet his size back because then it just doesn't seem like the Kingpin to me. So I look at what I've drawn and I'm a little conflicted. I actually got really good at drawing really obese guys. I have a funny story about that. I had just started getting online, and doing web searches. I felt I needed help drawing a character built like Kingpin. When you're drawing obese people, the structure and visuals of the neck and shoulders are really different. So I went online for the first time looking up some helpful reference images. I did a search for 'fat men' and what came up in like two pictures made me yell, 'Oh my God! I'm never doing that again!' It was one the most horrible things I'd ever seen," Bagley joked. "I'm not homophobic - it was just like, 'Oh my God!' So it took me awhile to go back onto the computer. I was very scared," he laughed. "After a while, though, I got really good at drawing the Kingpin's head and his neck. I think we gave the Kingpin a real distinct look and I was pretty happy with it."

Bagley is also pleased with the way the majority of the title's story arcs turned out. Reflecting on the stories he drew, several favorites immediately come to mind. "The clone story, I think, was just great to work on. It was so nice to revisit that and do it in a way that all of us wanted to do the original 'Clone Saga,' as a sharp, crisp, tight little storyline not blown out of control by a lot of factors outside of our control. The coloring, the inking and really everything just clicked on it. The Silver Sable storyline turned out well, too. She was sort of a third rate Spider-Man villain and everything involved in that storyline, between Flash being kidnapped and them being scared to death of S.H.I.E.L.D. coming after them, was a lot of fun to do," the artist said. "Then again, I enjoyed almost every storyline. There wasn't one where I went, 'Oh this sucks.' The Geldoff one we make jokes about, and I don't think I did my best work on it because I just wasn't feeling it at the time. When you read that story, though, it holds together really well. This poor kid has just been screwed over and Spidey is trying to help him out."

Bagley and Bendis' long collaboration broke the record for the most issues of a Marvel Comic done by two people, a milestone previously held by the legendary "Fantastic Four" creative team of Stan Lee and Jack Kirby. In fact, the Bendis/Bagley team was so prolific that they sometimes produced 18 issues of "Ultimate Spider-Man" in a year.

"I just loved doing the work. Right now, I'm good for more maybe an issue and a half a month without killing myself. At that time, though, I started looking around for other work to do to keep me busy if we were going to just do 12 issues a year of 'Ultimate Spider-Man.' Joe Quesada was like, 'Why don't you just do "Ultimate Spider-Man?" Brian is fast enough to write it and he wants to.' It was consistently one of Marvel's top selling books. I was making them money and it was just a thoroughly fun thing to draw."

During his tenure on "Ultimate Spider-Man," Bagley's interpretation of a teenage Spidey became incredibly popular, so much so that it was featured on most of the Spider-Man related merchandise that was released during that time period. "If I had a penny for every piece of Spider-Man artwork they used on merchandise for all those years I'd be too rich to talk to you," Bagley laughed. "That was amazing. I have grand-kids that were just about the right age and my wife bought all that stuff to give to them. It was a very nice compliment. John Romita Jr. is such a complete artist and so talented, but his [Spider-Man] stuff is very idiosyncratic, which I think is a mark of his talent. I think mine is a bit more commercial in a lot of ways. Not intentionally. It's just the way I draw. I guess the guys in merchandizing just figured my style, my version of the character, would appeal to the widest audience.

"I've heard JR Jr. tell a funny story about the merchandising. He's kind of a competitive guy, and at the time he had a five or six year old son. They were walking through stores and his son was like, 'Daddy is that yours?' 'No.' Daddy is that yours?' 'No.' Daddy is that yours?' 'No! Shut up!'," Bagley recalled with a laugh. "Bottom line is, to me, he's always been the Spider-Man artist. It was kind of a huge compliment."

Sometimes, however, that compliment transformed into awkwardness, especially when Bagley found his art work adorning some unusual items. "The weirdest piece of merchandise with my art work that I ever saw was girls' Underoos! We're talking little girl's Underoos," the artist remarked. "That was kind of creepy. I'm sure there were others, but that was the one where I went, 'Okay. That's a little weird.'"

In 2007, Bagley ended his run on "Ultimate Spider-Man" with issue #111, a special split issue in which he drew the first half and incoming artist Stuart Immonen did the second. Shortly after leaving the book, Bagley signed an exclusive contract with DC Comics. "I forced myself to leave the book when I did. It just felt like it was time. I got offered something at DC that, at the time it was offered to me, would have been something that was great for me to do," the artist explained. "Plus, career-wise I felt it was never a good move to get typecast into one thing. The one drawback on working on a book for a long time is, you don't get to work with a lot of different people. So it felt like a time for an experiment.

"Going to DC forced me to address how I was drawing faces, because I was dealing with much more mature and much more iconic characters. I could draw 'Ultimate Spider-Man' how I wanted to because it was basically mine. The first few times I went to draw Superman, when trying to prep for my assignment, it was like, 'Why can't I get this right?' It was obvious--his eyes were too big and too close together," Bagley continued. "Things that I had gotten used to doing and had worked for me in the past just wouldn't work for Batman, Wonder Woman or Superman. I look at what I'm doing now and it's clear that this experience made me grow as an artist. It's like any experience; if you go into it with an open mind and try to figure out how to do it better, then you're going to get better."

Looking back at his time on "Ultimate Spider-Man," Bagley credits a large part of the reason the book worked to the dynamic between him and Bendis. "Brian is totally how he comes across. He's just this great guy who cares about the work and cares about the characters. I think he's got a real indie sensibility. It's hard to describe, but we complement each other. My stuff is so commercial. I came up old school and then had to learn how to break those rules to appeal to a more modern sensibility. There are guys who are way more avant-garde than I am, and their stories are just as good but they're not as approachable. We've got this really interesting mix of sophisticated stories and real approachability. A lot of what I do is kind of behind the scenes, but it just worked. It clicked.

"I realized that Peter doesn't always have to be in a mask. I was the old guy bitching about how comics were 'back in the day.' In the first six issues, Spider-Man really wasn't in his costume that much and I was like, 'What the hell is up with this?' Then, once you sit down and you read it, you go, 'Okay this does work. To be honest, it wasn't long before we'd go several issues and Peter wouldn't be in costume once and I wouldn't even realize it because I was having so much fun drawing the faces and the characters and the interactions," Bagley continued. "Now, in original art sales, I'd notice. When it came to commercial art sales, Brian screwed me out of about $600,000 in the last ten years I think! I'm going to send him a bill. I'm joking of course. That's never been my primary concern, anyway."

Bagley's left "Ultimate Spider-Man" about three years ago, but he still misses the title as much as he did when he first moved on. "It's like a missing limb. I feel it every day. I don't know if I'd ever return to it on an ongoing basis," the artist said. "However, if the circumstances were right and it was the right kind of story, I'd jump at the chance to come back.

"I miss the book, and at the risk of sounding like a teenage girl, I miss Brian. You cannot imagine how much fun he is to work with. He's enthusiastic, honest, kind and one hell of a talent."

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