Way back at the turn of the century, Marvel Comics wanted to continue their trend of reinventing Spider-Man and making a new teenage hero for the decade. The 1970s gave us Nova the Human Rocket. The 1980s gave us Quasar and added a team of teens in The New Mutants. The 1990s gmave us Darkhawk and also the New Warriors. For 2000, though, Marvel eventually evolved this habit into literally making Spider-Man all over again, in the modern-day.

The Ultimate Universe was launched as a way to bring new readers into comics without decades of convoluted backstory and constant notes from editorial to explain what was happening. The experiment lasted from 2000 up through 2015, and the legacy of the Ultimate Universe is still felt today in comics and their adaptations. In this series, we at YDRC are going to look at the Ultimate Universe in as close to chronological order as possible, and see what deserves to be remembered… and what genuinely needs to be forgotten.

The core of the Ultimate Universe is credited to publisher Bill Jemas, someone who has been featured in our articles before for the worst reasons. However, as someone who had spent his time in the industry working in trading cards and as a lawyer, he made the actually good observation that the decade-spanning line of continuity of Marvel (and DC) made it nigh-impossible for all but the more determined kids and teens to start reading comics. Taking an idea from Wizard Magazine, Jemas went to then-editor-in-chief Joe Quesada with the idea of rebooting the entire franchise of Marvel to the core concepts and starting over. Every Marvel property would be rebooted, similar to the previous decade's Crisis on Infinite Earths with DC. Joe preferred to hedge his bets, it seems, and wanted to start a second line of comics with this concept under the codename "Ground Zero." This would, of course, change at some point before it hit newsstands.

As it turns out, the idea of a fresh start for established properties was apparently slightly confusing behind the scenes. While shopping around for someone to anchor the universe with a Spider-Man title, one received proposal literally was the entire Amazing Fantasy 15 origin story word-for-word in a "modern" setting. Luckily for most people, Brian Michael Bendis' pitch was chosen instead. Bendis would, for better or worse, bring a decompressed storytelling to comics while reinventing Spider-Man. Rather than one-and-done issues with an origin story or a single supervillain battle, stories would take multiple issues by design. This would give the story a chance to build tension, an opportunity to hook readers for multiple issues, and maybe even encourage the sales of the collected edition. The entire origin story took the first seven issues, giving readers a chance to see Uncle Ben as more than a brief plot device before his death, among other things.

It didn't hurt that the art was also fantastic. Mark Bagley was on with pencils and would draw Spider-Man for the character's early life, with an unbroken run of 111 consecutive issues before he would leave the book. Art Thibert worked on the inks, adding some delightful depth to the already great art for the introductory arc. Colorists would change with almost every issue but kept a very solid coverage between creators and issues.

The opening issue paints a rather in-depth picture of Peter Parker's life in a modern era before Spider-powers. He's picked on at school but is also childhood friends with Mary Jane Watson, and Uncle Ben is one of those cool father figures who keeps showing up at school to treat you to lunch. Peter is also good friends with Harry Osborn, and it seems like Bendis is taking some cues from the almost-released Spider-Man movie directed by Sam Raimi. However, the characters of Uncle Ben and Aunt May are no longer doddering senior citizens who are just living out the twilight of their years while taking care of their nephew, who is mysteriously 60 years younger. Mark Bagley even tried to make Uncle Ben look "cool" by giving him a ponytail and some classical acting features.

However, Peter and his high school class wind up attending a weird science lecture at Ozcorp, and Peter is bitten by one of the various experimental spiders in the lab. Peter passes out and wakes up with spider-powers. As the first issues unfold, Bendis hits a modernized version of the origin story that would be familiar to those with the story: becomes a wrestler to make cash, refuses to stop a crook, said crook kills Uncle Ben. Peter then learns the hard way about how, with great power, there must also come great responsibility. Eagle-eyed readers might also notice that the first image I used also featured a redesign of the Green Goblin. Well, that was another angle borrowed from the movie and re-filtered through Bendis' lens.

As with the movies, Norman Osborn was behind the scientific project that turned Peter into Spider-Man. However, Bendis would draw the two characters together intimately by having this version of Norman Osborn actually keeping tabs on Peter Parker as he recovered from the accident. This meant investigating Peter-

Or a well-intentioned idiot trying to assassinate Peter to prevent Ozcorp's "secrets" from coming out. With what he felt was enough information, Osborn chose to try and re-create the accident that resulted from the combination of spider, Peter, and secret chemical formula Oz. With his chief scientist Otto Octavious, Norman went ahead with the experiment… and a massive explosion resulted. What the reader didn't know at the time was that Norman was changed, altered into a massive human beast that greatly resembled an actual Goblin. For reasons unknown to anyone, the remains of Norman's mind would drive this beast to go attack and try to kill Peter Parker.

He obviously failed.

With Ultimate Spider-Man was a massive success, and received high critical marks at the time to go along with high sales, Marvel figured it was a good idea to launch new books for the universe. Almost at the same time in 2001, Marvel launched Ultimate Team-Up and Ultimate X-Men. Since it ties in closely with the run of Ultimate Spider-Man, we'll cover Ultimate Team-Up first.

For those who wish to read the Ultimate Universe and have it make sense, you should actually consider skipping almost all of the Ultimate Team-Up series. As we will cover when we get to the Ultimates series, Brian Michael Bendis' corner of the Ultimate Universe was his and his alone. At the same time, other Ultimates books would generally just come and do seemingly whatever they wanted. With Ultimate Team-Up, it looks like Bendis was trying to copy and paste the core concepts of Marvel and bring them into the Ultimate Universe without making them flashy or edgy. To a vast degree, these issues work well, and the changing art styles as each new artist brought a new art style to the Ultimate universe.

Matt Wagner worked with Wolverine, bringing a gritty cartoonishness to the comic. Phil Hester would bring a general cartoon flair to Spider-Man's encounter with the Hulk. Mike Allred's art brought his distinct style for a team-up with Iron Man. The legendary Bill Sienkiewicz would pull his glorious sketchy style for an introduction of the Punisher and Daredevil. Jim Mahfood would bring a decidedly classical comic flair for a Fantastic Four story where young Peter would intern with them for an issue. John Totleben brought in the Man-Thing while giving a more realistic take on the comic. Chynna Clugston-Major would leave the comic looking like a Japanese import with a Shoujo art style with the X-Men as a whole. Ted McKeever would introduce Doctor Strange, and feel like a combination of early Steve Ditko art with a Sienkiewicz flair. Terry Moore would help introduce the Black Widow, while Rick Mays would introduce Shian-Chi.

...however, nearly all of these introductions and stories would become nullified as other writers came to the Ultimate Universe. The Fantastic Four would be introduced in their own 2004 book, and it would literally ignore everything about this team-up despite the fact that Bendis himself wrote the book. Iron Man would somehow be a… man made of brain when written by Orson Scott Card. Until that also was ignored. Doctor Strange would later turn out to be little more than a street magician under the more realistic rules of the Ultimate Universe. The Hulk would still exist in a Bruce Banner/Hulk transformation setting, but with the Hulk becoming some kind of demented power fantasy for homophobic sex-starved teenagers under the pen of Jeph Loeb and Mark Millar (we'll get to him next time, I promise).

Don't get me wrong. These are 16 issues of enjoyable comics and focus entirely on Spider-Man antics with no continuity deep dives needed that readers wanted so dearly. However… with the exception of the Punisher and Daredevil story, the entire 16 issue run can be tossed in the trash like editorial so plainly felt it could have been.

As those Team-Up issues fleshed out a different take on the Ultimate Universe, Bendis was still expanding the basic Ultimate Spider-Man comic. The Kingpin would come in during the next storyline, and classic unpowered goons the Enforcers would receive a modern update as well. During issues 8 through 13, Peter would struggle to keep a balance of life and heroics, with a few supervillains starting to pop up for the first time. Shocker, Electro, and other "lesser" Spider-Man villains began to show up as the universe grew.

Predicting the next Spider-Man movie, Doctor Octopus would be reinvented under the Ultimate banner. While still an obvious villain, there would be a stronger level of pathos and regret under the glasses of Otto Octavious. Kraven the Hunter would also return, and the Green Goblin would strike once more in a… more vocal form to try and kill Peter once more.

Oh, and Nick Fury would be introduced as the head of SHIELD. Rather than use an old white guy, Bendis would specifically request he be based on actor Samuel L Jackson. No one at Marvel editorial seemed to notice until Samuel L Jackson brought this up to them. As an apology, and a way to keep the likeness, Sam Jackson would have first dibs on any movie that featured Nick Fury as a character.

Peter would also reveal his identity to Mary Jane, who became a rather close confidant as the two became romantically entangled without the book diving into explicit romance. Considering the main Spider-books were actively trying to ditch Mary Jane Watson-Parker and had apparently killed her off in a plane crash a few months earlier, this was downright refreshing. However, it wasn't all relatively light-hearted stories and well-told characterization. 

Mark Millar would join the line in 2001 and would help launch the Ultimate version of the X-Men. Adam Kubert would work with Millar to launch the line, and the designs would prove to be incredibly "of the time." How of the time are we talking?

Nearly every male had a soul patch beard. The team's lineup was decidedly different, using the standard Jean Grey, Cyclops, Iceman, and Beast with more modern X-Men Storm, Colossus, and Wolverine. Professor X would still lead his team of mutants against a world that hates and fears them, but some problematic features of the Ultimate Universe were beginning to creep in. The blatantly adult Wolverine joined the team under the pretense of eventually killing Xavier, yet got drawn into a romantic triangle between him and the teens that were Jean Grey and Cyclops. Colossus was recruited from a nuclear arms deal gone bad, in an attempt to keep the book feeling political and current.

The first storyline also featured Magneto and his Brotherhood of Evil Mutants, reprising much of the Silver Age fights between them and the X-Men. However, Millar was able to sprinkle a more modern flair to these stories, with Magneto using the Sentinels to his advantage and almost destroying the government of the United States in a matter of pages. It was grim, it was gritty, it felt grown-up, and it was the direction many wanted their comics to take at the time.

If there is a problem with these early issues, it was that Millar wasn't that large of an X-Man fan and had barely read any of the comics from the other continuity. This luckily isn't a completely bad thing as the comics are still very readable, and he actually based his entire pitch off of the 2000 X-Men movie from Fox. However, everyone feels a little flat, perhaps because Millar is now making them from scratch aside from the relations established in the movie.

Thankfully, the execution is actually really solid. If you don't mind some incredibly dated visual designs, Millar has a really solid handle on the X-Men despite basing his book off the movie. The second storyline would bring in Nick Fury to the pages of X-Men, and also strongly feature Weapon X… which might have been influenced by one of the early drafts of the second X-Men movie.

Chuck Austen, infamously horrible comic author from Marvel and DC, would actually wind up getting to write issues 13 and 14 with a side-story. Focusing on Gambit, who in this reality is a homeless man in New York, he would have Gambit face off against Hammerhead to save a kidnapped girl. While much of Austen's work with the main X-Men is notoriously horrible, these two issues are actually shockingly good. Artist Estad Ribic provided a great alternate art style to Adam Kubert, although body language had a tendency to be mutated at times. Meanwhile, Gambit's cajun accent is hilariously over the top, but the book is peppered with editorial notes to explain the slang he's trying to use. It works, and these might be two of the few Chuck Austen comics I would recommend reading.

Millar returns for the next storyline, which features a truly bizarre take on the old X-Men storyline about Proteus. Charles Xavier's son David escapes his captivity on Muir Island, where his own mother Moira has been keeping him "for his own good." He escapes and takes this world's version of Elizbeth Braddock as his host. A lot of the story treads over familiar ground of Xavier being a horrible father and Moira being a horrible mother but continues the theme of things being gritty and more realistic than the world of classic Marvel.

As of the end of 2002, the foundations for the Ultimate Universe have been laid. Spider-Man has been reborn, and Mutants are starting to rise. We also have some prototypes of other heroes being used, although most of those prototypes will be pitched out the window the moment a better idea comes along.

Unlike Marvel's previous attempts of "the world right outside your door" or telling alternate stories about the future or the kids of heroes, this split was both incredibly successful critically and sales-wise. It didn't hurt that word of mouth was also incredibly positive at the time, and even non-comic readers became curious about this line of comics inspired by the movies they'd just seen. Ultimate Spider-Man and Ultimate X-Men trounced their source books in sales month after month, and that meant Joe Quesada should work on expanding this universe.

Issues covered this chapter:
Ultimate Spider-Man 1-27
Ultimate Team-Up 1-16
Ultimate X-Men 1-20

Total issues covered so far: 63

In our next chapter…
Mark Millar re-invents the Avengers with the Ultimates. And we need to talk about that.