Ultimate Fallout #2

Issue Date: 
September 2011
Story Title: 
Ultimate Fallout – Chapter Two of Six

1st story: Brian Michael Bendis (writer), Gabriel Hardman (artist), Frank Martin (colorist)

2nd story: Jonathan Hickman (writer), Bryan Hitch (penciler), Paul Neary (inker), Paul Mountes (colorist)

3rd story: Nick Spencer (writer), Lee Garbett (penciler), Roger Bonet (inker), Guru eFX (colors)

VC’s Cory Petit (letterer), Hitch, Neary, Mounts (cover), Marco Djurdevic (variant cover), Sana Amanat (assistant editor), Mark Paniccia (senior editor), Axel Alonso (editor-in-chief), Joe Quesada (chief creative officer), Dan Buckley (publisher), Alan Fine (Exec. Publisher)

Brief Description: 

1st story:

Captain America admits his role in Spider-Man’s death to Aunt May. She angrily berates and slaps him, then leaves the church and breaks down. J. Jonah Jameson helps her back inside.

2nd story:

Thor daydreams about a better world, where his dead friends will be happy in Valhalla, home of dead heroes.

3rd story:

Rogue is shaken by Spider-Man’s death and admits to herself that she believes these are the Biblical end times and things will get so much worse for them.


Mary Jane Watson is writing an article about how the world killed Spider-Man.

Full Summary: 

1st story:

At Peter Parker’s funeral. Captain America has just informed May Parker that he is to blame for her nephew’s death. What does that mean? she asks sharply. That’s Captain America, Gwen Stacy tells her nervously. May doesn’t care and again asks how it is his fault. He just wanted to say he is sorry, Steve Rogers tells her, tears in his eyes. What did he do? May demands.

The day Peter died, he told him that he wasn’t ready, Cap admits. He told him he was a child and that he hadn’t yet earned the right to wear the uniform. And the gunshot, the wound that eventually killed him, was meant for Cap. Peter jumped in front of him to save him.

May and Gwen are silent for a moment. So, after he emasculated Peter, even though he had proved himself over and over again, after he told him he wasn’t worthy, Peter saved his life, May summarizes. Is that what he‘s telling her? Yes, Ma’am, Rogers admits. “He worshipped you people,” May continues. He knows that, doesn’t he? Peter thought of them as the Knights of the Round Table. He put on a costume to be like them. He wanted to earn a place at their table… She jumps up, pointing at Stark. And they come into his life and promised to train him. What did they do? Nothing! He was fine before he met them! He was doing fine! Furious, she glares at Rogers, then slaps him. Everybody looks at her in shock.

May hurries out of the church. Outside, she again faces the crowds that have gathered. Dumbstruck, she drops down on the church steps. Gwen has followed her and asks her to please get up but someone unexpected offers her a hand too: J. Jonah Jameson. He asks if he can help her to her seat. Does she want to go back inside or is there somewhere he can take her? May admits she doesn’t know what to do. Gwen keeps back the crowd while Jonah advises May that he thinks she’ll regret not going back inside. May allows him to take her arm and lead her back.

2nd story:

As the service begins and the minister talks about Peter now being in a better place, Thor, sitting in a pew, daydreams about the better place he believes in. Midgard was put under his protection for a reason. Odin had great plans. Plans to remake two worlds…

Thor’s daydream:

In his dreams, he sees the World Tree, now growing on Earth as well as in Asgard. Seeing Asgard, Thor greets his father and flies upward. Towards a better place. A better world.

He flies and lands on a platform, surrounded by the Aesir who salute him. Now men can look up. They can look up and know the gods. They can look up and know that should they live their lives as they are meant to be, if they are noble, if they have courage, then there is a place where they can find favor.

He looks at wise Odin on the throne. Next to him is Thor’s brother, Balder the Brave, who greets Thor.

But be warned, of men not many are able to complete the journey. The path is plagued by deceit – symbolized by Loki – and the inevitable death that comes to those that stray. (He imagines Hank Pym in Hel)

But some will make it. The valiant. The bold. For those few… there is a great hall. For those faithful, there is providence. For the heroes… there is Valhalla! And there Thor imagines Spider-Man to be, along with other fallen heroes and friends, like Wolverine, Cyclops, Daredevil and the Wasp, his friends happy. And there, in that place legends never die.


Alone in the service, Thor smiles.

3rd story:

Rogue sits at the counter of a diner listening to the news talking about Spider-Man and the memorial service. She didn’t really know him, she tells herself. The X-Men met him a few times. Kitty liked him, but they weren’t close. Nevertheless, she cries.

The waitress agrees, it’s hard to watch and offers to turn it off. She touches Rogue’s bare hand in a gesture of sympathy. A moment later, the woman stares at her in shock. Rogue’s powers absorb things from people. If it’s a mutant, she takes their powers. If it’s a regular person like this woman, well, a little bit of her just died somewhere.

Keep the change, Rogue tells her and turns away while the other customers wonder what happened to the waitress.

Rogue runs out into the rain wondering what’s wrong with her. She’s seen enough dead bodies. She should be used to that!

Walking through the rain, she recalls those that were important to her and died: Wolverine, Cyclops, Professor X, the Juggernaut, Gambit. All in the ground, all in her head, all the time. It’s another aspect of her power. When she connects with someone, she keeps a little piece of them. She’s been trying to get away from the life, trying to get back to normal. But nothing’s ever gonna be the same as it was.

She walks towards a church. When she first got to Xavier’s school after she left the Brotherhood, she looked up one afternoon and there was an Angel, plain as day. Then she looked over to her right, and there was a demon. She told the professor it was a sign. That seeing those things on Earth appearing before them meant all kind of bad was coming their way. He didn’t think much of that at the time.

She enters the church, wondering what he’d say now. He and Magneto both dead. “And I will give power to my two witnesses.” Rogue recalls the great flood of New York. “He poured out his vial upon the sea and it became as the blood of a dead man.

Mutants running for their lives, getting rounded up and put in camps. Getting shot on sight. “They will seize you and will persecute you. They will deliver you to synagogues and prisons. And you will be brought before kings and governors.

She enters the altar room and decides she knows why this is happening. It’s why she’s crying like a baby in front of a TV while they bury some boy she barely even knew. It’s why she’s falling on her knees in front of God, begging for some mercy, just this once. This is the end of the world! And she ain’t crying for the souls of the ones they lost, she’s crying for them, because they are next!

4th story:

In her room, Mary Jane Watson types away on her laptop, listening to the funeral service. Jameson has just escorted May back inside the church. “How the world killed Spider-Man,” she begins her article…

Characters Involved: 

1st story:
May Parker

Gwen Stacy

J. Jonah Jameson

Captain America, Iron Man (Ultimates)

Unnamed mourners

Unnamed demonstrators

2nd story.


in his daydream.

Balder, Loki, Odin
Daredevil, Giant-Man, Spider-Man, Wasp, Wolverine

3rd story:


Guests at a diner


Mary Jane Watson

Story Notes: 

3rd story

Rogue’s story is continued in the new Ultimate Comics: X-Men series.

Issue Information: 
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