In the summer of 2011, Spider-Man died. This milestone event took place within 14 issues and was split between two Ultimate titles, Ultimate Comics Spider-Man and Ultimate Avengers vs. New Ultimates. The first two issues of the event were technically a prelude, taking place in USM #153 and #154, and basically show Spider-Man being trained by Iron Man when a conflict in SoHo breaks out between Black Cat and Mysterio over some ancient alien MacGuffin. The best thing this “prelude” does is set up Mary-Jane Watson as a love interest again for Peter Parker, as we see Peter visiting her after the battle for moral support and her letting him into her bedroom.

The next issue of the event sets up what the Ultimates and New Avengers will be doing, which is essentially beating the snot out of each other as each team thinks the other’s leader is in the business of dealing black market super-heroes. When we next see Peter Parker, he is confronted by J. Jonah Jameson, who tells him that although he knows Peter is Spider-Man, he is not going to “out” him. In fact, he’s going to give Peter a pay increase and foot the bill for his college education. As part of the deal, The Bugle gets the exclusive anytime Pete has to leave the job to don the webs. When Peter goes home, he celebrates his 16th birthday and wins MJ back for good. After this, things start to go downhill.

In Ultimate Spider-Man #156, Norman Osborn, who is not as dead as Spider-Man had thought, escapes the Triskelion with his cohorts, the Sinister Six. Meanwhile, Captain America and Spider-Man meet up for some super-hero training in a graveyard (no foreshadowing there), wherein Cap reveals to Spidey that he was the one Avenger that voted against training the young hero. Cap then cancels the training (what a dick) in order to engage in the UCA vs. NU battle over at the Queensboro Bridge. Spidey initially follows, but rushes home to Aunt May and his friends when he is told that Osborn is free.

Most of the next issue of UCA vs. NU is focused on the two teams fighting on the Queensboro Bridge but ends on a cliffhanger with Spider-Man taking a bullet for Captain America. As we see in Ultimate Spider-Man #157, Spidey had rushed home and implored Aunt May and Gwen Stacy to head to a safe place, and on his way back from the bridge was told by MJ that the Sinister Six had escaped. While this was occurring, a struggle had broken out between the Green Goblin and Doctor Octopus. By the time Spidey makes it to the scene of the scuffle, he finds that Osborne had in fact killed the maniacal mollusc-ian madman (really reaching for those alliterations, man). As police sirens close in, Spidey leaves the scene and heads back to the Avengers fight, where he is shot by the Punisher with a bullet intended for the Sentinel of Liberty.

In the fourth issue of UCA vs. NU, Cap holds Spidey in his arms and tells him that one day he will be the best of them. This is of course not true, as Spidey will be dead within an hour. Then a bunch of stuff unrelated to Spider-Man happens, including the revelation that Gregory Stark, Iron Man’s brother, is actually the one selling black market super-heroes as part of his plan to take over S.H.I.E.L.D. USM #158 opens up with Spidey waking up in the rubble of the Queensboro Bridge alone (because, once again, Captain America is a dick). At first he contemplates going to the hospital but spots what’s left of the Sinister Six and follows them in the direction of his house. When the Six arrive at the Parker house, Human Torch and Iceman are able to fend off the group for a short while but are quickly overpowered. Spidey arrives in time to take out the Vulture, but as he steps to the rest of the group, his health begins to look less than super. Meanwhile, in the fifth issue of UCA vs. NU, Nick Fury becomes the Hulk.

In the penultimate issue of Ultimate Comics Spider-Man, Peter gets pretty worn down by Electro, Sandman, and the Vulture. At one point, just as Electro is gearing up for an attack, he is suddenly shot through the chest by Aunt May, causing a massive electrical explosion. Peter rushes over to Aunt May, and she comforts him while Gwen tends to Torch and Iceman. Behind them, Osborn rises and attacks. The final issue opens with Mary Jane seeing the explosion from Electro and trying to rush to Peter’s house, but her Mom won’t her go.

When she finally arrives at the scene, she does so by abruptly driving a big truck into the Goblin. A final strike from Peter begets a final burst of Goblin fire, and Peter is flung across the street. As May, Torch, MJ, and Gwen rush over to see him, Peter smiles at his aunt, satisfied that he was able to save her. She tells him an ambulance is on the way, but it’s too late. Spider-Man is dead at 16 years old. Norman Osborn smiles. (He’s a dick, too). The crowd watches as May sobs uncontrollably over her nephew’s body. Among the crowd, unbeknownst to the Parker family, is the 13-year-old boy that will take Spider-Man’s place.

(Also, the repercussions of Spidey’s death were also felt in the final issue of UCA vs. NU, as Fury… uses the incident as grounds for firing Carol Danvers from S.H.I.E.L.D.)

Over the next several months, a grieving process takes place in the Ultimate Universe, which is depicted in the six-issue series Ultimate Fallout. During this time, a funeral for Spider-Man is held at St. Patrick’s Cathedral and is attended by many Ultimate Universe heroes. Several pedestrians also gather in a large crowd outside the cathedral, including a young boy named Miles Morales. At the funeral, Aunt May slaps Captain America and tells him it’s his fault that Peter died. The guy had it coming, really.

After the funeral, May and Gwen take Tony Stark up on his offer to move into his place in Paris in order to get a fresh start. Meanwhile, MJ uses the time to write an article called “How the World Killed Spider-Man.” She tells Nick Fury that she blames him for Peter’s death (funny how no one seems to be blaming Norman Osborn), and later he enters her room unannounced (what) and accepts the blame (and possibly other things, if you catch my drift). Also, Thor spots Peter in Valhalla partying with dead Ultimate Wolverine, Kitty Pryde starts a new life in the Morlock Tunnels with Human Torch and Iceman, and Captain America quits S.H.I.E.L.D. (the dick). Oh, and somewhere in the city, a two-bit super-thug named Kangaroo was taken down by a teenager in an over-the-counter Spider-Man costume.

Before we meet Miles, we meet the spider that is fated to bite him, Spider No. 42. The spider is shown being held by Norman Osborn as he threatens harm upon the family of one of his scientists if the guy can’t use the spider to unlock the mystery of how Spider-Man was created. The scientist, distracted by Osborn’s threats, replaces Spider No. 42 into its container, but the lid isn’t shut all the way and the spider crawls away undetected.

We are then introduced to the other catalytic force behind the creation of the new Spider-Man, Miles’s Uncle Aaron, also known as the Prowler. He serves as the villain of the story at this point in Miles’s life. Whereas Peter Parker’s Uncle Ben was a paternal figure whose famous words “With great power comes great responsibility” became the mantra of the original Spider-Man, the Prowler is an uncle who is a much less virtuous figure and who eventually seeks to exploit his innocent nephew.

As the Prowler, Uncle Aaron is plundering the ruins of the Osborn Industries laboratory that Spider No. 42 inhabited. As soon as he cracks the code to the facility’s safe (the code being 123456, the same combination as the locks on my luggage) and has extracted the bobble that he was looking for, the spider crawls into his bag, again undetected, and the two leave the building.

When Miles first appears, it is with his mother, Rio, and his father, Jefferson. They’re on their way to a lottery drawing for student enrollment into a charter school called Brooklyn Visions Academy. This indicates that Miles is a very gifted student, as Peter was in his time. Miles ends up winning a spot at the school when his number is drawn, lucky number 42, the number of the spider that will soon bestow him with his super powers. When Miles goes to Uncle Aaron’s house to share the good news, he plops himself down on the couch next to the Prowler’s bag and out scampers Spider No. 42, who wastes no time in biting Miles on the hand.

The bite causes Miles to collapse and foam at the mouth. His uncle rushes into the room just as Miles loses consciousness. According to Marvel.wikia.com, Spider No. 42 got away after this and is still alive somewhere and able to create more Spider-Men, unlike Peter Parker’s spider, which died soon after biting him.

When Miles comes to, Aaron tells him that he had to call his father, who immediately bursts into the room and the two brothers have an intense argument in front of Miles, which depicts the dichotomy between the boy’s two father figures and serves as a prelude to the father quest that eventually becomes a big part of the series. When the argument is finished, they look around to find that Miles had snuck out right under their noses, even though they had been standing in the doorway. Outside the building, Miles is freaking out because he just turned invisible.

As Miles makes his way through Uncle Aaron’s neighborhood, his head still reeling from his strange new ability, he bumps into the neighborhood bully, who tries to shake him down for something to eat. Miles defends himself unintentionally when he places his hand on the bully and creates a “venom strike,” which causes the would-be mugger to unhand Miles’s bag. Another venom strike to the boy’s chest puts him down on the pavement as Miles escapes.

The person Miles finds to confess these strange occurrences to is his best friend, Ganke. Ganke is shown wearing a Frog-Man t-shirt and building a ship out of Legos when Miles rushes in and explains the situation, demonstrating the venom strike on the Lego ship and showing off his invisibility skills. (I’d like to note here that the next time we see Ganke he’s in a Howard the Duck shirt, which, combined with the fact that his text message avatar on Miles’s phone is Fin Fang Foom, makes me wonder if Bendis and company are trying to insinuate that the Earth-616 Marvel heroes exist on Earth-1610 as comic book characters.)

When Miles’s father finally catches up to him, they go out for a walk, and he tells his son the reason why he must stay away from Uncle Aaron. Here we find out that Jefferson had spent some time in prison before Miles was born. This is a pretty interesting departure from the father figure that Peter Parker was raised by, who, to my knowledge, had never been on the wrong side of the law. Jefferson knows that Uncle Aaron is the Prowler and used to operate with him, resulting in his time spent behind bars. It shames Jefferson to tell his son this, but it’s also important to show that he was able to leave his former life behind and start a new one with a wife and a son. This leads to some inner conflict with Miles, as he struggles to be a costumed crimefighter while knowing that crime runs in his family. It’s also a conflict that Peter Parker never had to struggle with. Before the conversation is over, Jefferson drops another bomb: we learn that, since the Ultimatum event, Jefferson has become increasingly fed up with the super-hero population of New York and wishes they’d leave the city for good. This sets up a conflict between Miles and his father, as one day he will have to reveal to his father that he has grown into that which his father despises.

That night, Ganke texts Miles with some new insight into what Miles’s problem might be. He tells Miles that his powers are related to the abilities of a spider and that the origins of his powers coincide with the way Spider-Man received his powers. “R U Spider-Man?!!” Ganke asks him. Miles reluctantly puts his hands and feet against his bedroom walls and gradually finds himself hanging upside down from his ceiling. He quickly demonstrates this to Ganke, and the two of them head to Uncle Aaron’s in the morning for answers. Unfortunately, all they find is an empty apartment.

On their way back from Uncle Aaron’s apartment, Miles faces the classic super-hero right of passage, that of saving people from a burning building, which he succeeds at. At this point, Peter Parker is still alive and active as Spider-Man. That combined with the stress and responsibility of being a hero, as well as the shame that probably comes from having super powers in the post-Ultimatum Ultimate New York City (Peter’s initial urge to use his powers for fame wouldn’t work here and would more likely attract notoriety), causes Miles to reject the call to adventure. The next day is his first at Brooklyn Visions Academy. (Ganke is his roommate, along with a third boy, Judge, who isn’t in on Miles’s secret). That night, the students from the academy are called to the gym for an emergency assembly, and we learn that this is the night that Peter Parker dies.

Miles sneaks out and scales the side of a building, and in the distance, he can see the explosion of electricity coming from the Parker residence, the same explosion that alerted Mary-Jane to the battle. Miles heads toward the explosion in blue jeans and a red jacket with a blue stripe, suggesting Spider-Man’s costume. Sara Pichelli is a whiz at illustrating facial expressions, and here she perfectly captures the fear and hesitation that Miles feels before pushing through it and heading into battle. Unfortunately, by the time Miles makes it to the Parker house, he is too late. The explosion that finally did Peter Parker in has just happened, and presently, the 16-year-old is dying in Mary-Jane’s arms. Miles approaches Gwen and asks what his name was. She tells him. Back in their room, Miles shares with Ganke that he feels ashamed for not using his new powers to help Spider-Man when he had the chance.

At Peter’s funeral, Miles asks Gwen why Parker did it, why he was Spider-Man, to which she replies by explaining to him the tragedy of Uncle Ben, and the lesson that with great power comes great responsibility. It is after hearing these words, the mantra of the Spider-Man, that Miles is finally ready to answer the call to adventure and accept the role of Spider-Man. In this way, Peter almost acts as the Uncle Ben catalyst for Miles by being the person he was too late to save, but from his failure, Miles was handed down this valuable lesson.

Soon, after Gwen explains the importance (and coolness) of wearing a costume to save the world, Miles gets started on designing his own outfit. Unfortunately for him, during his first time out the gate as a new Spider-Man, he has to settle for a mass-produced Halloween costume that Ganke buys him. (Although Ganke says the costume was $80, it doesn’t look very authentic, which is ironic since he said he spent so much because he was going for authenticity.) As he heads out on his first patrol, he notices that he has begun to talk to himself, a nice little wink toward the thought captions that seem to accompany super-heroes on their nightly patrols, almost as though acquiring such captions is part of his transformation.

His next super-hero trial begins here, in a tussle with a street-level super-villain named the Kangaroo. During the battle, which was shown in Ultimate Fallout #4, Miles displays incredible agility, although he is still desperately in need of some hand-to-hand combat training. We also see that he’s beginning to develop a spider sense, one of Peter Parker’s core powers. The match ends fairly quickly, after a well-timed venom-strike-and-kick combo causes Kangaroo to drop a car on himself just before pulverizing Miles with it. Rather than thanking Miles, the bystanders shout that his costume is in bad taste, and after he crawls off to the safety of a nearby rooftop, the new crimefighter allows himself to agree with them.

The next morning, Ganke reads on the Daily Bugle web site that the paper also thinks the costume is in bad taste. This earns Miles his first negative, anti-Spider-Man front page story from the Bugle, which is an honor in its own right. At the beginning of his next patrol, just as he takes his initial leap into the city, his newly acquired spider sense begins to go off. Before he has time to respond, he is struck down onto a nearby rooftop by an unseen assailant. When he gets up, he sees that his foe is none other than the female clone of Peter Parker: Jessica Drew, Spider-Woman.

As we saw in Ultimate Comics: The Ultimates #5, a file containing surveillance camera footage of Miles’s fight with the Kangaroo was left for Spider-Woman at the Triskelion by Nick Fury. Upon seeing the photos, she immediately disapproved of the new Spider-Man and went about locating Miles. Now, after knocking Miles down, she unmasks him and demands that he explain his reasons for impersonating Spidey. As he tries to get away, Miles hits his head and falls unconscious. When he wakes up he is face-to-face with the Ultimates and Fury for the first time, right before being thrust into his trial before becoming Spider-Man.

Fury tells Miles that he knows who his Uncle Aaron is and informs him of Aaron’s super-villain alter ego. Meanwhile, a careless miscalculation on the part of a complacent Triskelion nurse allows for Electro, in captivity after the events that lead to Peter Parker’s demise, to awaken and attempt an escape. Electro makes quick work of Iron Man, Hawkeye, and Spider-Woman and begins to go after Fury when Miles intervenes.

At first, Electro can’t believe his eyes, as just a few nights ago he had watched Spider-Man die. Miles uses his invisibility power to sneak up on Electro and hit him with a venom strike in the neck, sort of like the Vulcan nerve pinch from Star Trek. As soon as the venom brings Electro to his knees, Fury takes the opportunity to put a few rounds into the villain. Electro is left lying naked in a pool of his own blood, and the other Ultimates seem surprised at Miles’s apparent aptitude for fighting super-villains.

The next day, as he and Ganke are walking outside, Miles is approached by Spider-Woman in her civilian identity. She hands him a large metal briefcase from Fury containing a spiffy new black and red Spider-Man outfit (as well as possibly some other things?). Jessica tells Miles that Fury is giving him one chance, which he earned during his fight with Electro. In the eyes of Nick Fury and Jessica Drew, two of Peter Parker’s closest allies, Miles is now ready to pick up where Peter left off. Miles Morales is the new Spider-Man.