Last week saw the video game world take Los Angeles by storm at the Electronic Entertainment Expo (E3), the most important annual convention for the industry. Companies from around the world converge on the LA Convention Center to show off their latest wares and demo the latest consoles and games. All the major players are there like Microsoft and Sony, as well as top video game makers like EA Games, VU Games, Activision and many others.

One of the games generating a lot of excitement during the show was "Ultimate Spider-Man," a new video game coming from Treyarch (the developers of last years "Spider-Man 2") and Activision based on the popular Marvel Comics series. Yesterday we brought you a review of the game and today we bring you an interview with the writer of the game, the same writer as the "Ultimate Spider-Man" comic, Brian Michael Bendis and Creative Director Chris Busse.

Before we get to the interview, we need to describe what it's like inside the E3 convention hall a bit. It's an experience in complete sensory overload. Imagine a large convention hall filled with video game makers who are all demonstrating their new line of games. The hall is filled with massive booths, about 10 times the size of the largest booth you'll find at Comic-Con International in San Diego, and each booth 50+ video game consoles for attendees to demo games out with. Some booths, like Sony and Microsoft, probably have closer to 100+ consoles running and all have their volume turned up to the max. In addition, each booth probably has a 20 foot high display running animations and trailers for each of their games, with related sound system also turned up to the max (with attached subwoofer for extra oomph). Furthermroe, some booths have top DJs spinning tunes, while others have full bands that put on elaborate shows with fire dancers, scantily clad women and anything else you could think of to throw into the mix. As a result, most conversations in the hall resemble yelling matches and it's not uncommon for vendors to loose their voices quickly. By way of a comparison, Comic-Con International in San Diego is like E3, but on mute.

TALKING WITH BRIAN BENDIS, "ULTIMATE SPIDER-MAN" WRITER

Bendis signs for fans at E3.

That's where we caught up with Brian Bendis Wednesday afternoon. That day he was scheduled to sign "Ultimate Spider-Man" posters at the Activision booth for two hours. Bendis told CBR News last week that when he was asked to sign during the show, he told Activision he didn't expect many people to seek out his autograph, that it might be a better idea to give the signing slot to someone else in the video game industry. Activision was convinced otherwise and told him not to worry. Activision was right. Each time we walked by the booth Bendis' line was a good 100+ strong for his signing. An impressive feat considering this not only isn't a comic show, but it's also a trade show not open to the public. We sat down with Bendis following his signing to discuss E3 as well as "Ultimate Spider-Man."

Bendis said that a lot of those he signed for were fans of his comics work. "A lot of guys went out of their way they to tell me they read my comics, but it's so loud here you can't even have a conversation," Bendis told CBR News last week during E3. "At a comic show you can have a conversation, but not here! We had raffles going on, too. So, pretty much most of my interactions were [screaming] "HI!" and "THANK YOU!"

This was Bendis' first E3 convention. "Everyone kept telling me, 'It's bigger than San Diego! Wait till you see it!' I was shocked when I walked in the door. I haven't even gone around and had a chance to look yet. David Mack's here and we're going to go walk around, but man, this wall of noise! San Diego is nothing in comparison."

Moving the conversation away from the convention and to the upcoming video game, Bendis explained how he got involved in writing the "Ultimate Spider-Man" game. "Mark Millar and I were up at the Marvel offices for one of their retreats," said Bendis. "Bill Jemas had scheduled a secret Activision meeting that nobody told us about. So, we were ushered into a room under secrecy and we met all the Activision guys. The point of the meeting was to discuss making an Ultimate line of video games. I was such a game snob that I told them I only really wanted to do top quality games. So, we started talking and they were saying everything right. It was a great first date, just tremendous."

During the meeting a number of game possibilities to come out of the Ultimate universe were discussed, but Bendis said "Ultimate Spider-Man" was the idea that worked best for everyone involved.

Bendis isn't the only comic creator involved with the development of this game. "Ultimate Spider-Man" comic artist Mark Bagley is intimately involved in the creation of this game, having designed all the characters. The game looks like an issue of "Ultimate Spider-Man" come alive. "These guys killed on this," said Bendis. "They hired Bagley to do all the designs. They aped Bagley amazingly well."

Writing a video game is, as you'd expect, quite different from writing comics. With comics you can basically write whatever comes to mind, but with a video game you have certain preset limitations imposed upon you, such as having to stick to a specific list of characters that have been approved. "There's also budgets to work with as far as what you can and can't do," explained Bendis. "So they presented me with what they can do and what they hoped to do. It was such a loving idea, more loving than we would have been about our own material, that it was very easy to massage it and get it going. From there, that's where [Creative Director] Chris Busse and [Lead Game Designer] Brian Reed take over and are the ones who do the actual work on the game. They would tell me what they needed and I would sit down and make with the funny, make it read like this giant 'Ultimate Spider-Man' arc."

One area Bendis insisted on doing some extra work was with the city dialogue. He wrote all of the dialogue you hear in the game, right on down to the hot dog vendors. "Because I'm such a bad video game player, I'm such a retard at them, one of my pet peeves is hearing repeated dialogue where the characters say the same thing over and over and over again. So, I asked the guys if it costs any more money if I do twenty lines of dialogue versus the usual five and they said do as many as you want. For someone like myself, who gets stuck on a level easily, I don't want to hear the same damn dialogue constantly, like 'I'll get you Spider-Man!' I want to hear like 20 versions of that. I literally came up with 20 versions of 'Ahhh, my eye!'"

Bendis explained that the writing process for this game starts by laying out the scenes for the action that's needed in the game. You lay out your levels, then work on the point and direction of each level. Then you've got to work on those in between moments-- the 5-30 second animated pieces in which additional information must be given to the player, in a way that doesn't just spell it out, but adds to the overall story.

"It's totally different from writing comics, but it affected the way I write comics as well," admitted Bendis. "I started to think about how with video games the player controls the story. It's a weird vibe. As the writer you think you're controlling the story, but if you think about it, and we see this online [on message boards], it's the reader who's controlling the story a lot more than a lot of creative people would want to admit. All that space between the panels where the reader is controlling the voice of the character and momentum of the story, as much as you would like to control it for them, they have control. So, I started thinking about that more and investing myself in that part of it more. I started realizing the thumb pushing the joystick and the white space between the panels are very similar.

"I also started writing the comic book more intimately. With video games so epic in scope, I wanted the comic and video game to be two separate experiences that enhance each other instead of me trying to outdo the video game. I think that's a mistake comics have been making for a while. Sure, we've lost readership to video games, so we've tried to outdo them. No, we should do what we do and stop trying to do what they do. It was nice to have the two writing experiences going on at the same time."

The storyline in the "Ultimate Spider-Man" video game takes place beginning with the first Venom story arc in the "Ultimate Spider-Man" comic. "You actually get to play issue #38 of 'Ultimate Spider-Man,'" explained Bendis. "There's that football stadium scene where Spider-Man and Venom go at it. Well, you get to play that scene and then it branches off into entirely new material"

Following that fight, the rest of the game is an entirely original story. Story details are few for now, but the Fall, 2005 debuting game does allow players to play as both Spider-Man and Venom against the largest list of villains any video game has seen. At the moment the only confirmed villains to show up include Electro, Rhino and Nick Fury and the agents of S.H.I.E.L.D. "We definitely went out of our way to pick a couple of guys who were classic villains already existing in the comic, but we also debut a couple of new Ultimate villains in the book. Some of the characters that debut here will make an appearance in the 'Ultimate Spider-Man' comic. There are Marvel characters that have not been Ultimized yet that are in this game."

At this point Bendis turned to Chris Bussee and asked, "Can I tell him one? No? I can't, but they're awesome! (laughs)." Undaunted, Bendis continued. "Well, let's take September's 'Ultimate Spider-Man' comic book in which Silver Sable shows up. That's just an example of someone you may see that hasn't been released in the long list of characters showing up in 'Ultimate Spider-Man' the video game."

After months of development, Bendis was given his first demonstration of the game some months back. At this point he'd seen the artwork Bagley had prepared and some development shots, but hadn't seen the game in action. "I didn't know what I was going to see," said Bendis. "I was totally blind. They sat me down and suddenly I had Mark Bagley's Spider-Man walking around with the same inkline and color scheme and I was fucking blown away!" In fact, Activision told CBR News that Bendis immediately went for his cell phone and called Bagley saying, "Dude, you have got to see this thing! This is awesome!" When we asked Bendis about this moment he said, "I didn't realize they were watching me! Of course I called Bagley, his artwork had come to life!"

For Bendis, his work on the "Ultimate Spider-Man" video game has been an incredible journey. It began five years ago when he helped launch the Ultimate universe with the first issue of "Ultimate Spider-Man." Now, he's taking it to the next level as part of a team bringing the Ultimate universe to video games. How does one stay humble under those circumstances? "Well, first I hate myself, so all that other stuff you said has nothing to do with the reality of what goes on in my head in my daily life," said Bendis. "I'm so fucking lucky I know I'm going to get hit by a car when I get out of here. This is so far past the goals that I set that I thought were unattainable. I don't know what the fuck's happened, man!

"[Working on the game has been] a really awesome experience. I'm not saying this just because I'm promoting the game, I'm saying this because it was a tremendously good experience creatively and I'm sure that I'm spoiled for whatever my next game thing is because this went way better than my first time at anything I do. The first time I do anything it sucks. My first comic sucked. My first girlfriend sucked. So, my first video game not sucking was an awesome thing!"

TALKING WITH CHRIS BUSSE, TREYARCH CREATIVE DIRECTOR

Next we sat down with Chris Busse, Treayarch's Creative Director. This was the first time he's worked with a comic writer on a video game and admitted that when they started development on "Ultimate Spider-Man" with Bendis there was a concern they'd have to train him how to write a video game, but that fear quickly vaporized. "Games are a very different beast than comics, books or movies because of their interactive nature," Busse told CBR News last week during E3. "You definitely have to consider that the player might not be doing exactly what you want them to be doing at all times. So, we had some concerns, but honestly after just a few short conversations with Brian we knew that he understood. For the most part he just dove right in. After seeing the game, talking about it and bringing him down and showing him the game, he started to get it, where we were going and what we wanted to accomplish. It was never an issue."

The Venom storyline you start the game with in "Ultimate Spider-Man" wasn't the original storyline they had mapped out. "When we started on this project it wasn't too long after the comics had been released. So, we were looking at what was in the universe already and we felt that the impact of the Venom storyline, the creation of this new super power in the Ultimate universe, was a real compelling story. We had a bunch of things on the plate, but that one seemed the most compelling."

"Ultimate Spider-Man" is similar to last years "Spider-Man 2" video game in that you have a free-roaming city, but with this new game the developers have added the burrough of Queens, Peter Parker's stomping ground in the comic. Visually, Treyarch decided against using typical cell shading (solid colors inside black outlines) for the game and instead developed a new innovation for this game called 3-D Comic Inking, which adds a considerable amount of depth to each scene as well as texture to the characters. "We originally considered cell shading, but it had too much of a Saturday morning cartoon or a 1970s comic book feel," explained Busse. "It didn't capture what comics look like today. They're much more dynamic, artistic, exciting and vibrant than they were even ten years ago. We just didn't feel that cell shading would do justice to the comic book. We wanted to really get the different line lengths on the exterior, but the interior inking was really important to us as well and that's really the key as to why we calls this 3-D Comic Inking. It's that internal inking you have in a comic book that we wanted to capture."

As for the voice talent assembled for "Ultimate Spider-Man," Busse says a number of well-known voice actors are involved, but none of the actors from the feature films are part of that cast. "This is a whole new universe, a whole new ball game," said Busse. "The voice talent is amazing for this game. With Bendis' help, in fact. He was involved in the voice casting. We felt he, more than anybody, had a good idea of what Spider-Man sounded like in the back of his mind. When we found this kid who does the voice of Peter Parker/Spider-Man, it was obvious to everyone immediately that he was the guy."

While you'll spend most of your time in the game playing as either Spider-Man or Venom, you will get a chance to play as the 15-year-old Peter Parker as well. "Don't worry, it's not just him typing on the keyboard," said Busse. "We've got portions where he fights Venom that come from the comics and he's got another scene or two where he's caught without his suit. Really, Peter's role is to deal with Venom being created and Eddie Broc trying to gain control of the suit. Ultimately Peter finds out information that's not going to be revealed in the book, only in the game."

Busse says that the creative process working with Bendis, Bagley and Marvel has been an excellent one. "I have to say Marvel's been wonderful on this title," said Busse. "We've obviously been working with Bendis and Bagley, but also the execs at Marvel, who have been awesome and totally onboard with the story we were writing and the goals we have with this game."