The Ultimate Spider-Man series is known for the unique takes on Spider-Man’s cast, some of Marvel’s greatest characters. Even a few of Spider-Man’s goons who were as corny and gimmicky as the Kangaroo have made appearances that trump their canon counterparts thanks to the penmanship of Brian Michael Bendis. Characters that originally lacked depth were fleshed out and brought to new life and with artwork by Stuart Immonen, Sara Picchelli, David LaFuente, Justin Ponsor and the great Mark Bagley, among others.  This list is merely the Top Ten but there are many noteworthy others.

Honorable mentions include the super-trained, Nazi-hunting assassin Silver Sable, and a version of Rhino decked out in a mecha-suit (a precursor to the Rhino we see in Amazing Spider-Man 2). The Ultimate series includes versions of characters that are nearly unrecognizable to their canon counterparts such as Harry Osborn, who is forced into the shoes of his father and in turn takes the shape of the terrifying Hobgoblin. So many great takes on so many great characters, but there is only room to mention ten. Here’s the best of the best:

10. Roxxon

For all the bad things that Osborn Industries has done to the world in Marvel-616, the Ultimate Roxxon corporation has them beat in spades. Donald Roxxon is introduced as a moronic, frat-boy who had the world on a plate and didn’t know what to do with it. Then, with a sense of corporate greed and indiscretion unseen by anyone besides Wilson Fisk, Roxxon’s company starts churning out bad guys and nutters like McDonald’s puts out french fries. “Bad guys” flock to the corporation, names like Omega Red and Silver Sable, even make appearances. Some argue it’s the epitome of “preaching” from Brian Michael Bendis, I argue the opposite: it is a new standard that is being set in the series. OsCorp is not the megapower here, Roxxon is.

Donald Roxxon’s role (or rather his corporation’s role) is central to the Ultimate universe in that it introduce new characters or recognizable faces with new backgrounds. The trope of “lab accidents” is there but Ultimate Roxxon establishes that there are those people who are intentionally malicious and who are seeking out easy ways to cash in at the great risk of others. Roxxon and his glam-troupe of scientists (which includes Nathan Essex) are the most unethical people in lab coats on the continent. So many of Miles and Peter’s foes (and comrades) are a result of this dirty company’s experimentation or scornful business practices. Roxxon’s careless ways (more so than Trask Industries) are still leaking through in the Ultimate storyline.

But Roxxon is more than just a company, there’s a figurehead at the top. This figurehead scares easily, he retaliates with a force you would never imagine by throwing money at any killer for hire who is willing to go after Spider-Man. His first reveal was during the Silver Sable storyline. His beginnings are predictable; a rich boy who never had to try hard had a company he didn’t know how to handle dumped on him. There’s a change in the mid-point of the series where Roxxon goes from being just another big-oil and pharmaceutical company into a full fledgling, weapons tech designer. Perhaps an editorial change or a legitimate shift in company business that Roxxon’s character actively made, they are now responsible (directly or otherwise) for the creation of Ultimate Universe’s representations of some of Spidey’s core villains such as Shocker and Vulture. While his corporation is an omnipresent force that induces constant collateral damage upon NYC, especially in Michel Fiffe’s current ongoing, All-New Ultimates, Roxxon hasn’t been heard from in person for a while. The series has taken a turn away from the greedy tycoon for now as it features the teen-troupe of Ultimates who are all (in one way or another) linked to the lacking ethics committee at Roxxon. Obviously, expectations are that he will show face again, soon.

9. Shocker

What about Herman Schultz isn’t hilarious? Be it his name, his gimmick (the vibrating gauntlets and cushioned outfit to protect him from said vibrations), or his codename, “The Shocker,” Schultz has had a hard time making himself into a credible threat in nearly every Spider-verse. For awhile, that’s how it went in Ultimate with Peter picking him off in a couple pages, dropping a few quippy lines about his name, and then leaving him webbed upside down from a lamppost. Fortunately Schultz has never broke out the full “mattress softener” costume, but his shirts and jackets that Bagley and Immonen designed him with are reminiscent enough that fans will get the idea.

Eventually Schultz had enough and in an incredible moment of sheer brutality and inner-turmoil, he captures Spider-Man and nearly kills him. It is one of the moments I cite as a fan of the series as why Ultimate Spider-Man is so different from the canon series, Amazing. It’s a legitimately shocking moment when Schultz takes all of his anger and frustration out on Spidey. Bendis has a realistic pause in the story that reveals Schultz as not just a a criminal who channels all the seemingly unwarranted humiliation and rage he has towards destroying Spider-Man, but as a human being who has made poor choices and who has been stepped on until he hurts. Once he begins to monologue (as all the great villains do) the reasons become clear and his character goes from pathetic to sympathetic.

Suddenly, both the readers and Peter realize that even with petty crooks, there are still real people behind the ski-masks and they have real problems. Yes, they need to be put down, but maybe show some decorum. It’s a real life-changing moment for Peter and it’s a monumental moment in the development of Peter as he sees the damage his funny jokes and fists actually do for the first time.  Shocker’s presence in the story brings about a lot of calamity for Peter Parker and yet he has only appeared once in Miles’ half of the Ultimate story. Hopefully he is going to appear again; Shocker did seem rather disappointed, to say the least, to discover a new Spider-Man was bopping around town. One can only hope Miles evades an encounter like Peter’s with Schultz, as the latest Spider-Man has been through quite a bit in just a short year already.

8. Carnage

Cletus Kassady has (arguably) been portrayed the same since day one. In canon, the villain Carnage is a symbiote that bonded with Kassady, turning him into an super-powered, evil, sociopathic, mass-murderer (instead of just a regular old, evil sociopathic, mass-murderer). Be it that the symbiotic relationship has occurred for so long that it now has imprinted Kassady’s crazy, serial-killer behavior or that the Symbiote itself is actually malicious is up for debate in even the most well-read Spider-circles. but it is never until the symbiote reaches him that he can go on the murdering sprees he is known for (see “Maximum Carnage”). But as gimmicky as it is to have a serial killer character whose symbiotic partner lives in his blood, it’s a whole new level of creep to have the symbiotic creature be completely free of a host and instead be an unintentional side-effect of a nasty experiment with Peter’s blood.

Ultimate Carnage is all about best of intentions leading to the worst of results. This thing that Doctor Connors unintentionally creates when he splices his genetic materials with Spider-Man’s blood, literally wants to be Peter, use his DNA code to complete itself, and as the DNA starts completing his form begins to resemble a hellish shade of what Peter knows is his father. Before Peter or Doc Connors could have ever hoped to contain or study this awful blight, Carnage brutally murders Gwen Stacy. Bendis writes into the scene vague sympathy for the creature who may actually think it’s Peter Parker and is trying, desperately, to complete itself and reach out, recognizing Gwen.

Carnage accidentally sucks her life force in an attempt to have human touch. Or possibly to feed. Bendis leaves the intentions rather unclear, as the being can’t be all too sentient.. right? All the gore and terror is there though. Until this point, Peter’s power and responsibility were never balanced by any means, but nothing ever felt as dire as that moment. He was powerless and responsible all at the same time. Poor Gwen, who had lived with him, loved him, known his secret and maybe even has known him better than Mary-Jane herself… was now gone. All the readers were left with was the monstrosity, a burbling, screeching, gooey, red monster trying to be alive but only causing death. It’s a heartbreaking pattern for poor Peter Parker.  Peter, assigned the guilt and responsibility of literally cleaning up after himself, tears this sucker a new one in one of Bagley’s most emotional set of panels in the series.

The story reads like an intelligent nod towards Mary Shelley’s Frankenstein, in that a son creates a monster. Once it gets lose, the creature systematically ruins almost every aspect of it’s creators life. Though Peter is an unintentional player in Ultimate Carnage’s creation, he is surely the only hand responsible in destroying it. The question is, what the hell happened after? Gwen Stacy shows up again during the Clone Saga as Carnage at first, but transitions, and as far as S.H.I.E.L.D., Fantastic, and Stark tech can tell, she is Gwen… despite having some uncontrollable breakouts at first that gave her a term fans aptly dubbed, Carnage-face. It is most likely not the last we’ve seen of this villain, but it will be heartbreaking all over again to lose her once more if that’s where Bendis goes with it, especially to the heebie-jeebies fest that is Ultimate Carnage.

7. Mysterio

Magic is in the air whenever Mysterio graces the pages from here on out, thanks to the sleight-of-hand trickery that Bendis pulled in the Ultimate series. The idea is that any Mysterio we see in any multi-verse is potentially a robot controlled by the Mysterio we love to hate, canon’s Quentin Beck. That’s just a real awesome and whacky idea that really only comics can make work. What brings Mysterio to this list though is that without him, 616-Peter Parker and Miles Morales would never have met and many decisions Miles has made since might not have ever happened.

Mysterio’s presence in this series was minimal at best before the end of the Peter Parker series. When he shows up during the whole Zodiac Key fiasco, it’s clear Mysterio has decided to up his game and he’s now gunning for Kingpin’s turf. After taking him out in an unexpected execution from his amazingly high tower, seconds before Black Cat was able to pull the trigger herself, Mysterio immediately leaps from mid-level threat to full-on super villain. What’s so interesting about this character is that he really is Quentin Beck, the same Quentin Beck from canon! This is all revealed during the Miles Morales and 616-Peter Parker crossover Ultimate Spider-Men where Peter accidentally is tossed into one of Mysterio’s wormholes to the Ultimate universe.

In the Ultimate series at that time, Peter had been dead for a few months, his alias was public knowledge and his funeral was a tear-jerking ceremony. Miles had of course taken the roll by then and in a fantastic team-up as well as a wonderful moment of character interactions done only the way Bendis can, Peter and Miles kick the crap out of Quentin Beck and actually drag him into the Ultimate Universe where he is placed under arrest and 616-Peter is sent packing before the close of the worm hole. Needless to say, when kept in the same Triskellion that Norman Osborn, Parker Clones, and so many others have broken out of, it’s really just a matter of time until Mysterio shows his smokey-face again. With Bendis’ confirmation of “Spider-Men 2” being underway, it should be just around the corner.

6. The Kingpin

Wilson Fisk is a scary fellow and has been, throughout his tenure as the Kingpin of Crime in the Marvel-616 canon, a force to be reckoned with. He is the fat-cat with all the money and all the back-up plans and no one can seem to touch him. An omnipotent force of corruption throughout the city in the way Lex Luthor is designed to be, but with less inferiority complexes. In fact, what Kingpin packs in humility he makes up for in almost unrealistic hubris. However, in the Ultimate Universe, Bendis gives Kingpin a sense of realism, a blemish of believability and humanity (in between his murdering sprees and corporate take-overs of course.) His relationship with Captain Jean DeWolff is seemingly menacing as Bendis and Bagley weave the scenes of conversation between the twin a way that is worthy of a Tom DeFalco or Roger Stern plot. In actuality, they were letting us see the conversations en media res and there was a sincere relationship going on off panel, apparently a sexual one, between the two. Her death at the hands of Punisher leaves Kingpin alone in bed at night, saddened he lost a trusted ally in his attempt to clean the city of “masks” and “crazies.”

The flashback to Fisk obtaining the Zodiac Key is really the most human moment he has in the series, so it’s reasonable to assume he is not just some archetypal villain, seeking to leech the good out of New York City. His intentions to run a “hospitable” and “respectable” corporation by utilizing his power comes through wonderfully throughout his tenure in the series. It’s his inability to be pinched by the authorities that drives Peter so insane he has a few outbursts at school when adults who are meant to be knowledgable figures can’t give him answers as to why a scoundrel like Fisk can run around murdering people on camera and not get thrown in prison for life.

The relationship between Peter and Wilson Fisk is similar to the relationship Bendis hashed out in his Daredevil: The Man With No Fear run. The best part is, Daredevil and Elektra, Hammerhead and Silvermane, all the figureheads and names that branch off the Kingpin tree all make appearances (pre-Ultimatum of course). But it’s still Spider-Man’s relationship with Kingpin that remains central to the story, the others are merely background noise to Peter, who at any and all times is just desperately trying to calm the crazy fighting down for a few minutes in order to figure out who the good guys are and who the bad guys are.

His reign on New York crime is the same as it is in canon, but he makes number 6 because of his menace and charisma in this book. Bendis writes a more daunting Fisk than ever before. Fisk isn’t just a business guy, masterful at waving to one camera and squeezing the off someone off-camera. In Ultimate his relationship with Spider-Man is pointedly unique in comparison to the one he has with canon-verse Spidey. Ultimate Peter, who Kingpin recognizes and acknowledges as just a boy, is responsible for costing Fisk millions of dollars in the span of what is essentially a couple months in approximate Bendis time (every 100 issues is one year). He sends assassins, hit men, super villains, and more after Spider-Man. Still, Spider-Man can surprise Fisk as he eats for two (or four) in a fancy restaurant and Spidey will actually sit there, call him fat, question his integrity as a human being, and web his feet to the floor just before he leaves because he can.

What sets Ultimate Fisk apart from his original is the use of the Zodiac Key. This artifact, sought after by the likes of Black Cat and Mysterio— is a power that no one truly understands until they wield it. The destruction and carnage it incurs is so unimaginable, even the likes of Kingpin are brought to their knees and to tears. The day in Cairo when he obtains the Key he swears to keep it out of others’ hands in an effort to keep the world somewhat sane. One can surmise from Mysterio’s account that this threat of the most powerful device ever, being held in the hands of someone like Fisk, is what kept him in power for so long. It’s this knowledge of death, destruction, and power that keeps Fisk the threat he is.

Fisk calls Peter’s outlook on life “juvenile” and despite trying to use his abilities for his own purposes by leading him astray, he is constantly outwitted, out maneuvered, and even defeated by this mere child. Perhaps Peter’s optimism in this world is a bit juvenile, but he keeps his head despite coming across some of the most murderous makers of mayhem in comic history. The relationship Ultimate Fisk shares with Ultimate Peter is unique insofar it is the only time we see the two really as Superman and Lex Luthor. This attempt to balance the two as opponents on opposite ends of the same spectrum has been made before in canon, but it is only in Ultimate that it’s achieved. His “death” at the hands of Mysterio (I mean, c’mon— it’s Mysterio!) as witnessed by the Black Cat was suspicious enough. No reason to assume he will never return, but then again Ultimate series has been revered as brave enough to kill core canon characters.

5.  The Chameleon Twins

The brother/sister duo of Chameleon and Camellia is a re-imagining of the notorious espionage assassin and thief from Spidey’s 616 Rogue’s gallery. Their story arc might be one of the best sets of comics that Brian Michael Bendis has ever penned. Admittedly, their part is short, there is not a ton of action, and at the core of it is a love triangle between Gwen, Mary Jane, and Peter (which not all fans appreciate), but the story, the drama as well as the suspense, and the characterizations are so strong that the Chameleon Twins easily slide into fifth place.

The best of both worlds, Chameleon and his sister take on more than they can ask for. They get to live as criminals, with the ability to take from nearly anyone, while living the life of the person they impersonate. They are both brutal and practiced killers which is displayed multiple times in their arc. They can still do a lot of damage to the Ultimate universe as villains, though they are currently being held in the Triskellion (hopefully). Though their origins have not been revealed yet, there is clearly a very interesting backstory that can take place with these two. The twins are shape-shifters, morphing their molecular structure to impersonate anybody, down to their voice. Chameleon himself has explosive projections, seemingly electric-based, which may or may not be due to the Mutant Growth Hormones he takes to up his abilities (it’s not specified). Their talents in shape-shifting provide an overconfidence that surely gets the better of the Chameleon twins and the brother, specifically, slips up while trying to score with both Gwen and Mary Jane as Peter Parker.

In their attempt to ruin Peter’s career, steal from any bank in New York City they can (which is quite a few), and pry valuable information from both J. Jonah Jameson and Peter Parker (their captives), the twins attempt to have their cake and eat it too, resulting in their undoing. They are surely corrupt, the brother notably more villainous than his sister, but it appears both are willing to kill and steal to get what they want (which may just be the world).

This is a drastic switch from the actual Chameleon who has seen many personality and skill changes over the years. In one book he’s a crime lord, in another he’s a master at espionage, and in another book he will show up as a super-powered assassin. HIs real abilities have changed on and off and his shapeshifting is reliant on anything from very believable costumes, voice modulators, mutations, and holographic image inducers. What Bendis proposes instead of this hokey character is a solid set of characters who have super abilities, developed personalities, and are characters capable of great consequence rather than a total misunderstanding. Chameleon has always been a wonderful wildcard to see used in the 616 comics of Amazing Spider-Man, it should be no surprise that the twins may reveal themselves in time to a definite wildcard against Miles Morales.

4. The Scorpion

Finally we get to a villain that Miles has all to his own. This version of the Scorpion is a total re-drafting of what we see in canon and is actually not the first Ultimate Scorpion to appear in the series. During the Ultimate Clone Saga, a genetically grafted/modified clone of Peter Parker is captured and held in custody by S.H.I.E.L.D. Sounds great, right? Well, the Scorpion that made it to number 4 is far more dangerous, intimidating, and varied than the just near-literal canon translation that preceded him. Bendis chose to do away with super powered baddie whipping a tail around in a green suit, hissing and spraying acid and delivered instead a gang leader who uses a hook on a chain (ergo, “Scorpion”) to brutally kill those who stand in his way. The reason Scorpion makes it to this list is he really is a nearly 180 degree turn around from what we are used to seeing when we think of Spider-Man bad guys named “Scorpion.”

This guy is (presumed to be, based on his and Prowler’s dialogue,) a Mexican cartel lord and the prestigious title of Scorpion is simply a red herring to elude to his weapon of choice and the obvious sentiment that Mexico is mostly desert.  In no way does he resemble 616’s Mac Gargan, and a change like this is always fun. It is always more exciting to reinvent a character than copy and paste them. This version of Scorpion is a murderous, power-hungry muchacho and is a strikingly terrifying force of nature that is an ideal opponent for the young Miles Morales. Seemingly impossible to put down, dangerous with his malicious scorpion tail-like weapon, and eager to kill in order to make his name in the city, Scorpion is one of the first legitimate threats that Miles faces as as the established, all-new, Ultimate Spider-Man.

Not much has been done with The Scorpion since he was brought into custody. As he is not really on S.H.I.E.L.D.’s or Miles’ current radar, he isn’t likely to be showing up in Miles Morales: Ultimate Spider-Man, but as he has links to gangs and underground crime he may just show up in Fiffe’s All-New Ultimates sometime soon. Crazier things have surely happened. Bendis has done a lot of world-building for Miles already; establishing characters, relationships, and more. It might be time for some of his run-ins to come back and haunt him. Who better than his first, and most real opponent, The Scorpion, to return for revenge?

3. Venom

The symbiotic villain known the world over as Venom appears surprisingly early in the Ultimate series. This take on Venom introduces what is arguably the best incarnation of Eddie Brock to have ever graced the pages and in this Top 10 he appears almost entirely for the creative re-imagination of Brock’s character. Brock is an intrepid youth who is orphaned like Peter, but rather than a path of selflessness he instead seeks out self-indulgence and glory. Be it that Eddie is trying to relive his father’s dream of recognition though biological sciences or maybe that he really did mean it when he said he “believed in [his] father’s work,” Eddie Brock is obsessed and jaded and this is what makes him a great villain. Jealousy and self-incriminating acts of glory hunting have been Eddie’s go-to personality traits that have landed him in so many top 10 villains lists before, but there’s more to Ultimate Eddie than just those factors and a “d-bag soul patch.” Egotism as a layer over a total lack of self-esteem comes through in the writing. It’s not until during Immonen’s run where the expressions of Brock are legible and painful that he is truly painted as a twistedly sympathetic character. This pathetic, misunderstood, unbalanced, and genuinely jerky individual was never given a shot. Eddie’s one true shot at doing something really great is taken from him and we see him struggle with his guilt and his avarice from there on out.

Readers meet the Ultimate-verse symbiote as a “protoplasmic goo” known as “Project Venom” in a beaker in Brock’s locker. At the word of Eddie Brock, Jr. we learn “The Suit” was meant to be tailored to a person’s genetic DNA code, and it would “take hold of a patient’s biology— find out what the body needs, and then find a natural solution.” Sounds like Venom, right? Peter had broken into and stolen the black-goo in an attempt to complete the work of their fathers. The Suit, given to Brock by his grandfather, latches to Peter and in moments he is running around as blacksuited Spider-Man. Needless to say Eddie felt a little scorned when he caught him in dingy clothes trying to destroy it. Like the canon, Blacksuit Spider-Man was dangerous and nearly killed a criminal.

Bendis plays the heartstrings of readers with Richard Parker’s monologue throughout the story arc of Venom’s introduction. His one-person conversation towards his son is a narration of Dr. Parker and Dr. Brock Sr.’s life work being ripped from their hands. While Peter and Eddie are slugging it out, grudgingly on Peter’s part, Richard’s voice explains the choices and ethical struggles he and Brock Sr. went up against as they tried to fund their projects. This all coincides beautifully with the difficult choices Peter faces as he tries to physically best the menace before him; his childhood friend now turned into the monstrosity Spider-fans the world over recognize as Venom.

Venom makes the list for more than incredible detail on Bendis’ part to create a strong narrative and believable character. Ditching the alien-rock, alien-goop plot, there’s an effortless decision to introduce something more meaningful and more important in order to keep readers interested early into the series. The idea of having Peter take responsibility for not only his choices but his father’s feels like a situation that is uniquely Spider-Man.

Project Venom has been a haunting shadow of Richard Parker’s mistakes as a scientist and throughout the series Venom has re-appeared and caused absolute mayhem. Naturally, these story elements allowed for more plots to unfurl as the unintentional success in making a bioweapon of The Suit resulted in corporations such as Roxxon and Trask as well as other interested third parties such as Latveria, take notice of Spider-Man and his family’s indulgence with super-science. Bendis weaves the narrative uniquely and maintains the heart of the story by keeping well written characters like Eddie Brock into the play. Even Miles has had a deadly run in with Venom that cost him dearly. Again, the mirroring of irresponsible use of great power is shown in a great villain.

2. Prowler

“With great power must also come great responsibility” were the words dear old Uncle Ben said to Ultimate Peter Parker, words he took to heart for the rest of his (incredibly short) life. The death of Peter’s Uncle Ben was a travesty, one he blames himself with and the guilt pushed him into the role of the hero we know and love. Miles had a similar scenario, except his uncle was a criminal and the last words he ever uttered to Miles were “You’re just like me.”

Essentially, Bendis takes this same idea Stan Lee established in the early 1960’s and twists it into a fractured mirror story about a young boy in Brooklyn Heights who is bitten by an Oscorp Spider that his cat-burglar/hitman Uncle Aaron Davis accidentally nabbed when stealing from Oscorp. This boy is Miles Morales, the new Spider-Man. This burglar and murderer is the Prowler and he is the first villain to die on Miles’ watch. When Uncle Aaron forces Miles into a situation he is in no way ready for as Spider-Man (an assault on the aforementioned Scorpion), it pushes Miles to take responsibility for actions he should have had no part in. On top of that, Prowler then threatens the life of his nephew and dozens of innocents, right before losing his own when Miles defended himself with his Venom Sting, triggering an explosive reaction in the high-tech backpack/rocket combo that his Uncle was wearing. This lesson in great power and great responsibility teaches Miles the hard-learned quest of selflessness and selfishness in a way that makes Peter’s origins look like an attention getter.

Prowler is a completely under used and underrated character in canon and Bendis, as intelligent with history as Dan Slott but nowhere near as showy, is probably aware of this. With intelligent writing, stylish artwork by Sara Piccelli, Justin Ponsor, and David Marquez, as well as characters that leap off the page, the Prowler arc is easily Bendis’ second greatest crowning achievement in the Ultimate Spider-Man series. Uncle Aaron is a complete failure as a teacher in responsibility. He fails Miles in helping him rise to greatness but he still teaches him valuable lessons of responsibility and power through their final battle. Together they take down The Scorpion, but at no point is Aaron ever genuinely appreciative or protective of his young nephew, while Miles is ever mindful of both of their surroundings. Prowler’s recklessness is what got him pinched so many times in his past.

Though Prowler wields incredibly powerful tech, he lacks morality and responsibility. Uncle Aaron doesn’t care who gets hurt so long as he gets what he wants. Miles is the opposite and while the kid may be young (he is particularly very young, much younger than Peter was when he started as Spider-Man) he has a recognizable trait of hopefulness and optimism that seems unsquashable. Lending a hand to a bus that Prowler blew over with a sonic blast (a blast which Miles dodged), shows a clear example that already Miles is putting civilians before the bad-guy and taking responsibility for the messes he gets himself in with his foes. Probably one of Spider-Man’s most recognizable traits. Like Peter before him, Miles’ biggest fear is losing his family to a villain. Unfortunately for Miles, he already had years before he was born.

1. Green Goblin

You really thought it could be anyone else? I mean, Norman Osborn kills his wife, turns his son into the Hobgoblin, wreaks havoc and hell on the world to the point where even S.H.I.E.L.D. operated Hulk-Buster units can’t take him down, and because all of that wasn’t enough, he kills Peter Parker. But all of that brutality and awesome slug-fest fight scenes aside, Ultimate Green Goblin is quite frankly a horse of a different color in comparison to his source character and the imagination it took to get him to be that is perhaps the single greatest reason why he lands at number 1.

This Green Goblin is a behemoth and a brute rather than a sharp-witted, chattering, and giggly, long-armed man on a glider with elf ears and a green mask. This Goblin is an actual, mutated transformation, similar to Banner’s transformation into Hulk. Ultimate Spider-Man is really not a physical threat to Goblin until he gets properly motivated. Ultimate Osborn survives explosions, bullets, rockets, EMP’s, and just about everything they throw at him. Peter’s proportionate strength to that of a spider is all well-and-good, but there’s a reason the two of each other exchanged blows until they both fell over “dead.” They are almost match-for-match when Peter gets really worked up, at least in power and force. In terms of smarts, Peter is wittier than this Goblin who is far less manipulating and riddlesome that his canon counterpart and rather barbarically straightforward.

The most unique scene we have gotten of Goblin so far was sometime during the fourth volume when Bagley and Bendis show us a scene from Goblin’s perspective. Boy, does he see things wonky. Hallucinations of wispy spiders and haunting spirits rising from the cement and walls around him, mumbling to him various scientific terms and questioning his judgment, filling him with doubt or confidence, all at the same time. It reads like Osborn is subject to both schizophrenia and LSD. Goblin is in neck-deep at this point with no way to turn back and make things right. He has completely succumb to the Oz serum and it’s accompanying delusions. Despite Parker’s best attempts to plead reason and even offer opportunities out to him, Osborn only hears the voices in his head. Peter gets angry and flat-out refuses Osborn’s pressure to kill Nick Fury for him and at the news of this disappointment, the Green Goblin sees it fit to make Peter learn who he is “responsible” towards. That singular comment, “who you are responsible towards” is remarkably interesting new twist Bendis has brought to the character that very few authors in the canon have followed up with.

This Osborn sees himself as a scientific father of Peter Parker, as it’s an Oz-injected spider that bit him. He sees this rejection and Peter’s disinterest in sharing his secrets and power with Osborn to be incredibly selfish and even worse, a threat to the Osborn livelihood. But deep down, the son he wanted and couldn’t have, who is arguably better than Osborn himself, doesn’t want him. The only son Osborn has left is the pathetic, paper-copying, my-money-gets-me-by, Harry Osborn. To Norman, that’s not enough. He sees that Peter survived an Oz spider-bite and it mutated his cells into becoming Spider-Man and to Osborn this is a walking reminder of all his successes. But mostly his failures. Failure as a teacher, as a man of science, as a man of volition, and most importantly, as a father.

Ultimate Osborn/Green Goblin is notorious for breaking out of prisons, surviving the situations no one should survive from, and reuniting five or so bumbling idiots together for one last full frontal attack on Peter (and losing). Whether it’s a displaced jealousy on Obsorn’s part of Peter’s genetic success (or possibly latent jealousy towards Dr. Richard Parker?) or, in a moment of total desperation and lack of self control, he really thought Spider-Man was the answer to his promised magic-cure to the world; Norman Osborn is hellbent on destroying Peter Parker. He injected himself with the most incredible formula in comics, as seen by the amount of damage he has incurred since.

What makes matters worse is that Norman Osborn is so connected to Peter’s life. This is a real great trope in Ultimate Comics that was missed after Peter and Harry graduated. He can observe, moderate, and focus on Peter much better when he knows exactly where he is every day from 7 AM to 2 PM, five days a week. He can interrupt it at anytime to play with Peter, beat him up, kill someone he loves, or just watch him squirm. Like Norman Osborn in the comics, he is of course Harry’s father and thus is around the Parker family with some frequency. This version, almost immediately, knows of Peter’s secret, is hyper-aware of Peter and Harry’s school friends, most by name, and he starts as a total psychopath before he even injects himself. The injections just dilute him into a murderer and addict to the Oz formula. Now you have an equation for some seriously sinister Spider-books.

The Ultimate series never saw Peter leave high school, which is something to be grateful for. Norman’s reach on Peter in the canon gets less believable as his life goes past high school, college, into marriage, and throughout the city of New York. Obviously he can find him and a true villain will hate the good hate, just to do it — haters gotta hate— but this version of Goblin is more interconnected. The series contains itself to the high school rigamarole of a singular building housing all these teens, people who are Peter’s friends and some just acquaintances at best, but people he’s known his whole life and who he feels deeply responsible for should anything happen to them. It’s not like Green Goblin showing up at Times Square and causing damage is less terrible, but there is something more unnerving about a fatherly Norman Osborn, not just the company head, super-rich, maniacal Norman Osborn. The focus is contained to fatherly quarrels between Harry and himself as well as legacy issues between he and his son (who he sees as undeserving) and Spider-Man, who has earned his respect in a way for surviving the Oz formula and the mutation of his DNA. This evil, paternal, master of mayhem is in fact a wildly different and arguably far more complex version of Green Goblin than canon has to offer.

Bagley’s original designs of the Green Goblin had him wearing the purple cape a lot but nowadays the Goblin sort of just wears pants and runs around with his egregiously large and rippling, upper body of green muscles. The character has gotten some flack by fans for being too Hulk like, too different from the original Green Goblin, and far too powerful for even Spider-Man. I say “great to all of this.” The more Hulk-like (as in large and green, not necessarily a design similar to the Hulk), that Green Goblin is, the more of a threat he becomes. There’s something about a Green Goblin who you know can physically best Spider-Man, absolutely kill him when it’s necessary to do so even, that really ups the ante. Sure Greenie won’t say much when he’s in this version of the Goblin form, but his maniacal smile, his fiery fists of doom, his gnashing teeth, metal-plated-like thick skin, and sheer brute force are incredibly intimidating and this adds a sense of danger and urgency to the Spider-Man character who has had a series for over 50 and desperately needs an impossible challenge to freshen things up.

Goblin’s redesign adds a flavor of unpredictability to the title. Maybe it’s the “Death of Spider-Man” story arc talking more than textual evidence before it, but the Green Goblin is really the only one of Spider-Man’s villains who could outsmart him as Osborn and then physically break him as the Green Goblin. It’s one thing to outsmart Spider-Man, (as Doc Ock, Chameleon, and Kraven have all tried) but when you put him in a corner he fights back, hard. To try to physically overpower him (think Venom, Lizard, and Electro as examples) has never worked either, because he thinks outside the box. Put Peter in the corner and then beat him black and blue, don’t give him time to think, to move, to breathe, to shout, to save someone? That’s what Ultimate Green Goblin does. That’s what makes him an impossible threat. He doesn’t allow for interruptions, he doesn’t play stupid and he doesn’t sit idly by making grand plans and chortling his way through a monologue about vengeance and picking off Parker’s loved ones. This is madness at it’s worst, physical violence at it’s greatest, and villainy at it’s most villainous. Ultimate Green Goblin is to Ultimate Spider-Man what Bane once was to Batman; the unimaginable, unbeatable threat.