Content Warning: Assault!

This week Luke and Devin are back with a bunch of people they’ve met with their buddy Ultimate Spider-Man as they form a team that gets funding when a false flag operation to kill Freddy Prinze Jr succeeds. I mean, they don’t kill Freddy but they get the money they need to justify a bloated military budget. Also Spider-Man fights the Green Goblin again and then has to write a speech.

Issues Covered:

• Ultimates Vol 1 #1-6
• Ultimate Spider-Man Vol 1 #22-27
• Ultimate Spider-Man Super Special #1

Check out the show notes and images after the jump!

Ultimates #1-6
2002
Writer – Mark Millar, Pencils – Bryan Hitch, Inks – Andrew Currie, Letters – Chris Eliopoulos, Colors – Paul Mounts
We start off back in 1945 as American soldiers are flying in a plane to stop a German super weapon that can theoretically end the war. Even though they have Captain America with them, none of the soldiers including Kowalski really believe he can help, except for Bucky. Captain America after looking at a photo with the love of his life, Gail, jumps out without a parachute as they head into Iceland.
The soldiers try to get in to the German stronghold, Kowalski is injured and as he complains about Cap not being there, Bucky points out that Cap somehow hijacked a plane which he then flies in to stop the Nazi missile targeting the White House, allowing the rest of the Allied soldiers into the base. Inside they find a super advanced rocket made with alien tech and as it begins to launch Captain America jumps on board and works to destroy it, causing an explosion that knocks him off and then the entire missile explodes and Cap falls into the water.
We cut to 2002 at Tony Stark and his top men are on Mount Everest as part of a fast because he has a new plan.
Back in New York City, Nick Fury who is now full Samuel L Jackson, gets dinner with Bruce Banner overlooking the Chelsea Pier that the Hulk smashed through in Marvel Team-Up. Fury has been keeping an eye on Bruce who has stayed calm and medicated but hasn’t slept in days while Fury is spending millions of dollars being watched at all moments as the director of SHIELD. Fury passes on that people in charge really want a new Captain America to fight super terrorism and Bruce is interested in accepting but he is going to be the second in command after Hank Pym.
Hank and his wife Janet are currently moving from their new base with Hank controlling ants to do the moving using pheromones. Janet is being supportive since Hank is taking his meds while Hank is also working on the Giant Man formula though neither of them are super jazzed about Bruce coming back. Janet has the ability to shrink and grow wings and they are pretty excited that Tony Stark is also planning to help by letting Iron Man join the team.
Tony gets back from testing the new Iron Man suit and is frustrated Banner is on the team because he’s a danger. He wants to get Thor on the team but SHIELD has been unable to reach him, the Fantastic Four are currently under a lot of controversy and Fury specifically mentions they don’t have mutants on a team for PR reasons so the team will stay as it is and Tony is happy because there is a lot of money he will be getting.
When Bruce moves in, Janet meets with him and talk about how she knows Betty Ross, Bruce’s old girlfriend and General Ross’ daughter, who Fury hired as the Director of Communications, who also left Bruce because he is a toxic influence which is fair.
Hank goes to test his Giant Man suit which maxes out at 60 feet otherwise his human skeleton won’t be able to support himself, and Hank pretends it goes wrong but actually stopped a half inch from the maximum. Bruce is angry until Fury tells him that they found the frozen Captain America in the ice.
Hank and Janet go on a date with Hank testing his new costume which is larger and leather which is a weird choice and there’s other weird “let’s make this more realistic rules” because they don’t want to just say PYM particles but then they get the call about Captain America.
Captain America wakes up strapped in a bed by Nick Fury, Bruce, and Tony surrounded by soldiers trying to figure out what happened and when Fury tells him he was frozen for 57 years he attacks, escapes, and then is grabbed by Giant Man and importantly despite all the stress, Bruce doesn’t Hulk out.
Fury takes Cap to go and see Bucky who married Gail, there’s a joke about Robert Downey Jr’s addiction problems and Bucky has cancer and is old as balls. He also used to be a photographer and Steve and Bucky hug and Gail changes her mind about wanting to see Steve because she feels guilty about thinking Steve was dead, marrying Bucky, Steve’s best friend, and having a happy life with him. And also that she got old.
Steve also debates tracking down his living family until he realizes they mean nothing and he has nothing left until Fury points to the flag because MERICA.
Nick and Betty end up going to a big party for PR reasons to help make the Ultimates even more hyped. At the party Bruce is having issues feeling like he belongs, Tony is being an asshole, Hank and Janet have to talk to George W Bush, and Captain America reveals his new costume.
As he is hanging out in hanging out in space with Shannon Elizabeth who was in American Pie as Nadia, and was Justice in Jay and Silent Bob Strike Back, Tony Stark is grilled by the Larry King for having spend 50 billion dollars on superhero defense when Magneto was the only superhero attack, the fact that they having replicated Captain America, and that Hank Pym is working on AI as a solution.
Janet meanwhile goes to help Steve Rogers shop for clothes and he’s upset about how things are different and he’s a very old man at heart. When Steve gets back to his apartment which is in a bad part of town, he finds his place was broken into so Steve goes to assault them off panel.
Betty meanwhile is angry that Giant Man is always only promoting himself and she doesn’t notice Bruce is doing poorly, Hawkeye the arrow man they hired hasn’t shown up yet, and Thor hasn’t responded. Fury and Banner fly out to talk to Thor in Norway who reasonably brings up that they are part of the military industrial complex which is bad. Banner hates Thor who he thinks is just a mad man so Thor shares some secrets, makes it rain and tells them he won’t join.
Weeks pass and with nothing happening the Avengers are a failure so far, and the Avengers start talking about who would play them which is when Nick Fury says Samuel L Jackson would play him, Johnny Depp would play Tony Stark (yikes now), Matthew McConnaughey as Hank Pym, Lucy Liu as Wasp, and Steve Buscemi or Stuart Little or Woody Allen or Haley Joel Osmond as Bruce Banner. Honestly I’d like Slow Joey as Bruce Banner. Bruce doesn’t though and runs off.
He called Betty who is talking to Freddie Prinze Jr about playing Iron Man but he also wants to be a Super Soldier. Bruce says that he ended up taking the Hulk serum and mixed it with Cap’s blood because he needed to give the Ultimates an enemy. He falls unconscious and paramedics pick him up and he wakes up as they drive and Hulk Want Freddie Prinze Junior.
SHIELD sounds the alarm and the Ultimates head out to fight him and witness the destruction he’s caused and are prepared to take him down, and Thor emails that he will only help if the president doubles the international aid budget. Hulk meanwhile chases down Betty and Freddie as Giant Man tries to grab him off the side of the building but the Hulk is too Horny. He knocks giant Man out and plans to piss and shit in him because boy…
Iron Man knocks Hulk away and gets his suit ripped off by Hulk and is blasted out, Wasp flashes Hulk because sure and then SHIELD drops a tank with Captain America on the Hulk which he rips up and Cap beats him up up for a bit but Cap can’t administer the drugs so as Fury prepares to nuke Manhattan, Thor flies in because Thor is a true ally to his beliefs and he got Bush to double international aid and beats the heck out of him til Hulk retaliates as Freddy Prinze Junior escapes. Hulk chases after him though as Wasp enters his ear and zaps his brain making him not angry and he crashes back into Chelsea Pier which I don’t think Mark Millar knows is not an actual shipping dock. Bruce wakes up in the morning after Cap and Wasp find him and Cap kicks him unconscious with his jackboot to arrest him.
The Triskelion base is turned into an emergency center and Betty blames herself which is Millar being bad at women because you know what, she was able to do her job. She ends up hiding that Hulk was one of them and pushes the heroes to do PR which keeps them busy.
Tony and Thor become friends and invite everyone to dinner so Cap and Thor go to Tony’s apartment for dinner and try to celebrate and Stark talks about how he is Marie Kondoing and they prepare for a nice night.
Janet tries to get Hank ready to go but he wants to finish the Ant Man helmet and Hank is an asshole who says Janet is only dressing nice for the other men – and Janet’s dress is kind of bad actually. Anyway Hank also says she’s hiding being a mutant and that they wouldn’t like her if they knew the truth or about the other stuff she does like lay eggs apparently and Janet calls him out for taking credit for giving her powers or using her genetics to make his tech. He smacks her and then it turns into a domestic assault .
Meanwhile Thor explains he is here to save the world by being woke and he won’t join the Ultimates but he will save people’s lives.
The fight escalates with Hank and Janet so she shrinks and bio blasts him and he sprays her with bug spray and he attacks her with ants because Hank Pym is an asshole.
And Tony explains he does everything for a thrill because of his brain tumor that might kill him any day and then he gives Captain America a gift – his World War 2 helmet that Kowalski’s daughter had and they all toast.
And Hank is left with the wreckage of his assault on his wife who might be dead. Fuck you Mark.

Ultimate Spider-Man 22-27
Writer – Brian Michael Bendis, Pencils – Mark Bagley, Inks – Art Thibert, Colors – Transparency Digital, Letters – Chris Eliopoulos
Last time Peter stopped Doc Ock and Kraven but ended up grounded. We start with Spider-Man stopping some of what the Wikia credits as Rollerblade Hooligans before he has to rush back into class where he stumbles in and his teacher makes sure he at least knows what he is talking about.
When class ends Mary Jane tells Peter she found out that Kraven’s show was cancelled
and he shares how he got grounded. She wants to hang out with him at his place but he doesn’t think he can and he can’t even be Spider-Man and Mary Jane is angry they can’t even hang out but then Harry Osborne shows up and stops Peter from getting to make out under the bleachers.
Last time we saw Harry, Harry saw his father Norman had turned into the Green Goblin, kill his mother, burn their house down and Harry was traumatized. Flash tries to greet Harry who calls him out for not checking in on him, they make some not great jokes about Flash being gay til he leaves, Gwen meets Harry who he was told to look out for and he’s back to school and is glad his dad is back. But he’s processed it all and his dad is fine and Harry invites Peter over but Peter is grounded.
Peter heads home and is worried about Norman being back and how everything keeps happening and when he gets home a limo is there and Aunt May tells Peter he can go and visit Harry because it is special and as Peter heads downtown he sees a mysterious figure watching him. He meets Harry who says he heard Mary Jane say she loves Peter, he wants to go on a double date with Gwen and when they get in Harry has to meet with his therapist but asks Peter to talk to his father.
Peter goes into Norman’s office which has two sharks in a tank and Norman is watching the fight with Peter and Doc Ock and Norman reveals he got buff and he knows Peter is Spider-Man. He knows everything, wants Peter to stop, and he can turn into the Goblin anytime he wants to now thanks to a new goblin serum.
Norman reveals he has had Harry hypnotized into forgetting what really happened and he turns himself back to normal and expects Peter to keep the secret from Harry and to work for him without questioning, otherwise he will attack Peter’s loved ones before torturing Peter and then beating him to death.
They leave to watch an NBC interview about the attack on Osborn and his return, how he blamed the attack on Hammer and so Peter leaves, has a panic attack and then gets home. Aunt May senses something is up, Aunt May still thinks Peter was with Mary Jane previously but he apologies and cries in her arms and she ends his grounding. Mary Jane calls and they get interrupted by what Peter thinks is Harry but it’s actually Gwen so Peter hangs up. Peter goes to get Aunt May for help because Gwen is Gwen so she ends up making some eggs and calling Captain Stacy and they all have eggs.
The next day at school Peter tells Mary Jane about it and tries to warn her about Harry but Gwen glomps him and interrupts the conversation before Peter is called to talk to Dr Bradley the counselor who talked to him after the Goblin attacked the school. She asks about the Osborns, specifically Norman’s powers, and whether he knows Peter is Spider-Man and Peter freaks out because he senses – Nick Fury was in the room.
Fury explains that SHIELD has been keeping track on him for a while but they can’t legally use him for anything. He explains how Oz was supposed to be developed as a new Super Soldier serum but didn’t have anything solid behind it so SHIELD fired him and since his ass was on the line he started talking about Oz to the public and the Spider showed it could work so he became the Goblin, and now it is driving him mad. They are unable to stop him though because they can’t spy on Americans in America (lol) and can’t act till they have active proof that he does something wrong that is public and they figure Osborn will ask Peter to kill Fury and SHIELD will watch his loved ones because that is actionable. Until then, he can’t tell those loved ones and Peter gets angry and leaves, running out from school, from Harry and Mary Jane and when he gets home Osborn has a limo because Norman has invited them to dinner.
Peter pulls Aunt May aside and he warns her as much as he can and Aunt May remembers how Uncle Comrade Ben never trusted the rich people and they leave and Peter suits up.
He decides he will risk everything to protect his family and runs into the Goblin who is angry at him. The Goblin is somewhat incomprehensible and claims Peter owes him everything for his powers. The Goblin flies down and swoops up Mary Jane who came with Harry for dinner. The next issue starts with a flashback of Harry during a hypnosis session where he’s being told by Dr Miles Warren that his father loves him and Warren reports that the words he’s programmed into Harry may be ready.
Osborn gets told Peter didn’t get in the limo so he takes the Oz serum and we see he hears multiple voices and sees hallucinations in his head and the Spider-Man he sees partially turns into a monster. It’s really well done especially with the lettering.
Anyway Goblin takes Mary Jane and chucks her off a bridge so Spider-Man dives to save her and webs her foot and when he gets her onto the bridge safely she is non-responsive.
At the Triskelion, base of SHIELD, Fury is watching the fight and calls in on them to attack the Goblin after Spider-Man grabs Mary Jane.
Meanwhile, Mary Jane wakes up but holy hell that would have been a rough cliff hanger to have for a month. Spider-Man asks Mary Jane to go home and a taxi driver stops to help Spider-Man as he goes up to attack the Goblin again. He starts wailing on the Goblin with support from SHIELD helicopters but the Goblin escapes and returns to the penthouse as the powers are fading. Harry finds the Goblin about to inject himself so Norman says Cellar door knocking Harry out before taking more OZ growing bigger and buffer. Spider-Man shows up and is tossed through the shark tank, breaking it and waking Harry who sees the Goblin about to kill Peter.
Peter is able to break free and the SHIELD helicopters have made it over so Peter throws a statue at Osborn who ends up breaking it and tossing it out the window and Spider-Man has to grab it to save the people below. Harry seeing all of this, stabs his dad through with a piece of metal and then Quartermain in the helicopter shoots him with the cure and Harry faints again after seeing Peter in the mask. Fury and SHIELD come in and plan to help Harry out, and Fury calls off the protection on Peter’s loved ones and tells him to have some fun. Peter is angry until Fury says Peter is only free till he is an adult unless he does something dumb and Peter runs home and finds Mary Jane.
Mary Jane thought Peter was going to be at the Osborns because Peter hadn’t said everything and she wants to know what happened but Peter doesn’t have the energy and doesn’t want to put her in more danger.

Ultimate Spider-Man Super Special #1
Writer – Brian Michael Bendis, Art – Alex Maleev, Dan Brerton, John Romita Sr and Al Milgrom, Frank Cho, Jim Mahfood, Scott Morse, Craig Thompson, Michael Avon Oeming, Jason Pearson, Sean Phillips, Mark Bagley and Rodney Ramos, Bill Sinekiewicz, P. Craig Russell, Jacen Burrows and Walden Wong, Leonard Kirk and Terry Pallot, Dave Gibbons, Mike Gaydos, James Kochalka, David Mack, Bret Weldele, Ashley Wood, Mark Bagley and Art Thibert, with colors by Transparency Digital and Digital Chameleon and Letters by Chris Eliopoulos
We start off with Spider-Man doing a patrol in Manhattan when he sees a guy with a sword and guns shooting someone else so Peter stops him and webs the gun and goes to check the target who turns out to be the vampire who is then staked by Blade, the guy who Spidey webbed up. Blade warns Spidey to never mess with him again and runs off and Peter shows the stake to Mary Jane who didn’t want to know vampires existed and both of them are just burnt out at the time.
Peter has been having a rough time like when he stopped Elektra from doing an assassination and after they fought she ran off. Peter and Mary Jane looked her up online and found her and her deal and then found out her target did some genocide, so Peter isn’t sure he did the right thing and he recognizes he is impulsive sometimes but it’s also something where being impulsive helps him not get caught up in the moment but he wonders if he should get help.
So Spider-Man starts swinging by Matt Murdock, aka Daredevil’s office trying to draw him out which he does. He asks about being overwhelmed and Matt says he is since he gets Spider-man to reveal he is 16. Daredevil tells him that he’s too young and threatens to turn Spider-man in.
We then get the flashback to the assignment in class where everyone is supposed to come in as a super hero, word for word, just redrawn, except now Peter leaves in a daze after class.
Peter ends up seeing people getting excited about the unveiling about the Ultimates and how they are heroes who people should count on. Peter goes by the Baxter Building next as Ben Grimm the Thing and Johnny Storm the Human Torch get into a fight and the team finds that Spider-Man was frozen by their security. Also they recognize his father – and this stuff will get retconned.
Anyway they free Spider-Man who asks if they can hire him and he can join the team so he can also get experience and Reed says they’re a family and don’t have enough money so it’s a struggle, but Reed says Peter’s dad would be proud of him. After he leaves, the Johnny follows and says what he’s going through – being worried – is normal and the entire team is in therapy of all sorts but the important thing is that Peter chose to do good with his powers and offers to hang out if he wants.
So we cut back to school where Peter’s teacher changed race as Kenny Kong finishes his speech about how The Punisher is his hero because he does what he wants with murder and violence.
Peter is then called up and talks about his father who was the source of With great power comes great responsibility. He goes on to talk about how heroes aren’t just the massive patriotic heroes like the Avengers or the ones from other worlds or even just the mutants or people willing to risk everything even morality but it is the people who are willing to do what needs to be done to make the world a better place like his father. Probably should just read the thing.