Unlike the first double-sized issue of Ultimate Spider-Man, the second and third issues move at a much slower clip. At the end of Ultimate Spider-Man #2, Norman Osborn tells his scientists that he is testing the Oz formula on himself, and at the end of Ultimate Spider-Man #3, the scientists strap him into the chair to be tested. This is typical of Bendis’ decompression in storytelling where the plot in the second and third chapters of a story arc move at a glacial pace. However, he compensates for the lack of plot with an even deeper look at Peter Parker’s character, emotions, and his reaction to his new powers.
The title of Ultimate Spider-Man #2 is “Growing Pains” and gets his name from a line of dialogue that Ben speaks after Peter has another angry outburst. Anger is Peter’s initial reaction to his power. After he accidentally breaks a desk during Economics class, Flash and Kong make fun of Peter yet again so he threatens to beat them up. He uses his powers for his own ends by throwing a basketball at Flash and then breaking Flash’s hand after school. When Aunt May and Uncle Ben (who are pacifists) gently reprimand him for this, he calls them “wimpy losers” and storms off again. Even though Peter is predominantly angry and depressed in this issue, there is a glimpse of hope in a beautiful scene where he tests out his powers at an abandoned warehouse. Bagley captures Peter’s adolescent joy as he jumps and flips around the warehouse and throws a car for no reason at all. In two almost dialogue-free pages, Bendis and Bagley establish that Peter’s spider-powers can be a blessing as well as a curse. This theme will be developed throughout the series as Peter sees Uncle Ben die and chooses to keep his powers and identity as Spider-Man secret, but still finds a measure of freedom as he swings through New York City.
As well as exploring Peter’s emotional reactions and experiments with his new powers, Ultimate Spider-Man #2 also continues to reveal the dichotomy between his two “fathers”: Uncle Ben and Norman Osborn. Uncle Ben doesn’t have much panel time in this issue, but his human decency and genuine care for Peter directly contrasts with Norman Osborn, who is manipulative and sees Peter as a means to an end. For example, Ben reprimands Peter for breaking Flash’s hand, but later tells Aunt May that he is actually angry at the Thompson family for threatening to sue them, not Peter. Later, in the issue, he reconciles with Peter and gives him a heartfelt hug. This scene interspersed with pictures of young Peter going fishing and to Disney World with Ben and Aunt May shows that they are trying their hardest to be good parents despite their financial problems.
Norman Osborn has immeasurable wealth, but he is still curious about Peter after he overhears Harry talking about Peter beating up Flash. He tells Harry that he feels sorry for Peter and invites Peter to the labs at Osborn Industries. This is actually so that one of Osborn’s scientists can run tests on Peter’s blood, but it fools Harry and Peter, who calls the invitation “amazingly solid.” Osborn’s subterfuge and forceful behavior contrasts with Uncle Ben, who is open with Peter about his actions and even gives Peter time on his own to think about his problems. The events at the end of the issue where Osborn decides to test the Oz formula on himself might seem like a contrivance to move the plot and make him the Green Goblin, but it is in line with Osborn’s character. From the speech about putting additives in nicotine to sending a hitman to kill Peter Parker, Osborn has shown that he is willing to do whatever is necessary to get ahead. This includes injecting himself with chemicals that could kill him. He has the power and scientific genius to save the world, but decides to use it to make a profit and take revenge on an innocent teenager.
The title of Ultimate Spider-Man #3 is “Wannabe” and reveals Peter Parker at his most irresponsible. Dressed in a black mask and skin tight costume, he beats up a wrestler called Crusher Hogan and takes money from a wrestling promoter, who does “under the table” deals. While he is wrestling and playing basketball, Peter is ignoring and manipulating the three people who love him the most: Uncle Ben, Aunt May, and Mary Jane Watson. His worst offense is writing a fake note about an anonymous donation to their family from Peter’s teachers. This donation is actually his wrestling winnings. It is noble that Peter is using this money to help his family, but he is earning the money in an irresponsible and possibly illegal way. He is also taking advantage of his aunt and uncle’s kindly nature to fool them.
However, Mary-Jane Watson isn’t fooled. Her reactions to his behavior in this issue reveal that she can see beneath his macho facade, and also that she genuinely cares for him. For example, after Kong fist bumps Peter when he delivers a mean spirited putdown to Flash, Mary-Jane walks off and tells him, “I gotta get out of here before I slip and hurt myself on the testosterone.” However, she still wants to study geometry with him, but Peter blows her off again to wrestle. His newfound power has trumped his friendship with Mary-Jane. In just two issues, Peter has gone from a timid nerd to a bully, like Kong or Flash. However, he is only a “wannabe” bully and doesn’t pick on anyone who hasn’t bullied him in the past.
Continuing with the theme of being a “wannabe”, Peter Parker becomes a cheap version of Spider-Man in this issue when the wrestling promoter gives him a new red and blue costume. However, he doesn’t fight crime in this costume, but beats up washed up pro wrestlers while there is real evil going on at Osborn Industries. Even though he fills out the costume well, Peter only cares about himself and isn’t ready to become a hero yet. Ultimate Spider-Man #3 gives a glimpse of who Peter Parker might have become if Uncle Ben hadn’t died. He probably would have become a selfish jerk, like Flash or Kong, who uses his power for self-profit and not the good of others.
Ultimate Spider-Man #2-3 shows that without a moral center and sense of responsibility, having superpowers can be a negative thing. Norman Osborn thinks that the Oz formula mixed with his own DNA will enhance his strength and intellectual powers, but it will also enhance his anger and arrogance and turn him into an uncontrollable beast. On a lesser level, Peter Parker has been using his powers to assault bullies and make money while alienating his family and friends. At the midway point of Ultimate Spider-Man‘s opening story arc, Peter could go either way. He could become an arrogant profiteer like Norman Osborn, or a good man and hero like Uncle Ben.