For an issue that’s almost entirely talking heads, writer Brian Michael Bendis knocks it out of the park. But that shouldn’t come as a surprise. Bendis is a master of dialogue, and of crafting characters and conflicts through that dialogue. He does more for Ultimate Prowler in this one issue than he’s done in the entire series so far. And star Miles Morales has some fantastic moments as well, making decisions that will define him as a superhero and provide fascinating stories for us readers.

Ultimate Spider-Man #10

Bendis is basically writing a Masters Course on superhero comics with this series.

Comic rating: 5/5: Great.

Seriously, this issue is almost entirely talking. It’s a chat between Miles and his Uncle Aaron, only now they are both dressed in their respective superhero/villain costumes, and standing on a rooftop. The oddness of such an exchange is not lost on the characters either. But rather than let the 13-year-old Miles get bowled over by his adult uncle, Miles holds his own in the exchange, revealing true growth for the kid. He’s finally no longer beating up losers like Omega Red or the Ringer. It’s time for Miles to get a dose of the real world, courtesy of someone he thought he respected and idolized.

Uncle Aaron, meanwhile, reveals several new layers to his character during this rooftop chat. He’s not just some scumbag super-villain. He’s a thief, and he’s a smart thief. And he also, to some extent, has an eye out for his nephew. So even though he wants Miles’ help with nefarious things, and even threatens to blackmail the kid, Aaron still wants the best for the boy.

That’s some fascinating character work in what is another great issue of the Miles Morales saga.

We open on a rooftop in Brooklyn, where the new Spider-Man has accepted an invitation from the Prowler to finally settle this new problem between them. Uncle Aaron knows that Miles in Spider-Man, and he knows how it happened. Aaron wants to use all of that for his gain. Miles is unsure, having been told by his parents and other authorities that his Uncle Aaron is no good. But as we remember from the first issue, Miles still kind of looks up to his uncle as a confidant; someone he can talk to about life who isn’t exactly a parental figure. Basically Uncle Aaron is the ‘cool uncle’ in Miles’ life.

Prowler needs a lesson in secret identity etiquette

This is also the first time they’re meeting in costume. Prowler tells Spider-Man to take off the mask, and Spider-Man replies, “You first.”

Aaron does, and chuckles at the two of them dressed in costumes standing on a rooftop. A far cry from what life used to be like for the members of the Morales family. Miles is more than a little freaked out about this meeting, and Aaron insists he take off the mask. It doesn’t belong to Miles after all. Miles doesn’t take off his mask.

Aaron backs off and starts talking about how excited he is at the possibilities before them. He also fills Miles in about the origins of the spider that bit him and gave him his powers.

Steal, borrow/tomato, tomatoe

Aaron says stealing is just one of the things that he’s good at, but Miles remains more than a little put off. He’s trying to act tough, while Aaron is cheerfully just trying to talk to his nephew. He asks about Miles being Spider-Man and being a hero, like saving people from a burning building. Aaron says he never would have done that in a million years. They talk about Miles’ various spider-powers, and Aaron wants a demonstration – so he attacks!

Ninja kicks!

Prowler uses a combination of martial arts and weaponry to get a taste of Miles’ speed and agility. During the sparring, Aaron even manages to pull off Spidey’s mask. He holds it up and tells Miles to really show him what Miles can do. Spider-Man starts letting out his frustrations, and attacks Prowler in anger. Aaron holds his own at first, but Miles really starts to up the juice. He even zaps Aaron with that ‘spider-bite’ power that he has. Aaron has really brought out the anger in Miles. I think this might be the first time we’ve really seen Miles Morales angry.

Spider-Man SMASH!!

Let me just take a moment to say that the fill-in art by David Marquez is fantastic! His style is very similar to regular artist Sara Pichelli, who absolutely owns this book. For something as important as the new Ultimate Spider-Man, regular artists are key to maintaining the look and feel of the book. It creates a strong consistency. So it’s great that Marvel found an artist who matches Pichelli’s style in detail and form. His Spider-Man is fantastic, and I love the Prowler’s costume!

Anyway, the situation calms and Prowler tosses the mask back to Miles, who puts it on immediately. Miles informs Aaron that he knows his uncle is ‘the Prowler’, and Aaron assumes Miles’ dad told him. Miles reveals it was Nick Fury. The Nick Fury.

A Samuel L. Jackson fan

Miles asks why Uncle Aaron called him out to that rooftop. Aaron says they should work together, and Miles takes off. He says he still loves his uncle, and that he knows Aaron loves him. But Miles wants to deal with this alone, and he wants to be left alone by the likes of Uncle Aaron. Before he can leave, Aaron says that he can make Miles a better Spider-Man. He can point him towards all the really bad guys, he can help train him and the the two of them can take over the city as uncle and nephew!

Miles declines.

So Aaron says that since he brought the spider into contact with Miles, that Miles has a responsibility to Aaron.

Miles says he’s going to leave. So Aaron drops the big bomb.

Ultimate Prowler is tattletale

We’ve seen up to this point that Miles’ father is an anti-mutant, anti-superhero kind of guy. Miles has been afraid of his father finding out that he’s Spider-Man, so this is definitely trouble for our young hero. Aaron knows to push this button to get what he wants. Miles lashes out at his uncle.

We all know what 13-year-old boys really want…

And you can see the fantastic character growth for yourself. Aaron obviously has selfish goals in mind, but he also wants to help his 13-year-old nephew. He still cares for the kid. Miles is pretty tough this issue, able to resist his uncle. But Aaron is pretty damn insistent. Then Aaron talks about the Scorpion, and how together they can take him out before he sets up shop as the new crime kingpin of New York City. Aaron doesn’t mention his own personal problems with Scorpion, but he was never going to reveal that to Miles. Scorpion is a legitimate super-villain, who plans to do a lot of bad things to the people of New York City. Prowler is definitely the lesser of two evils.

Prowler pulls his mask back on and leaves, promising Miles that he can definitely teach the boy a thing or two about what it takes to be a costumed vigilante. They’re family, and together they can do great things. Aaron tells Miles that his father should be bursting with pride at the man his son is becoming – just like Aaron is so proud of Miles.

Prowler leaves and Miles sits on the rooftop awhile, wondering what to do next. He climbs to another nearby rooftop and looks out across the bay at the Triskelion, headquarters of SHIELD and the Ultimates. He’s already met them and spoken to Nick Fury. They even gave him his black and red costume. Should Miles tell them about this? Or do they have enough on their plate already?

Like a $200 million movie, for example

Miles goes back to school, but he’s too conflicted and lost in thought to talk to his best friend Ganke. Likewise, at home, Miles doesn’t say much of anything to his parents over dinner, much to his mother’s dismay.

Later, Miles does an Internet search on the Scorpion and finds out that his Uncle was telling the truth. The Scorpion is a bad guy. Also, fun fact, we learn that his real name is ‘Maximus Gargan’. That’s fantastic! The normal Marvel Universe Scorpion’s real name is Mac Gargan, so that’s neat change. The previous Ultimate Scorpion was a clone of Peter Parker. He had a similar costume to the normal Marvel Universe Scorpion, but obviously wasn’t Gargan. So clever use of Ultimate Universe changes by Bendis.

Anyway, Miles gets a text from his uncle and Miles replies, “I’m in.”

This as an absolutely fascinating issue! Two wonderfully deep and complicated characters matching wits, eventually realizing what they could do for each other. Bendis’ dialogue is top notch, with little bits of humor mixed in with all the plotting and blackmail. Miles is finally facing a really dangerous challenge, and not just physically. He can’t play at being a superhero anymore. Prowler, meanwhile, is becoming more than just a crook. It’s great that he is still concerned about his nephew, and the offer to train him and help him has great story potential – even if Aaron just wants the boy’s help to rule the criminal underworld.

I absolutely buy into the idea that Miles would take Uncle Aaron up on his offer. Sure, Nick Fury and Iron Man offered to help him a few issues ago, but those guys are larger than life to a kid like Miles. Aaron is his uncle, Aaron is family. What business does Miles have thinking that the Ultimates would just drop everything to help him with this? It makes total sense for the character to take his uncle up on his offer, and no doubt it’s going to lead to some great stories.