The epic battle between nephew and uncle comes to a grim conclusion this issue, and unfortunately, it’s just not as strong a story as the last two issues. That’s not to say this is a bad issue, by any means, but Ultimate Spider-Man #12 just doesn’t pack the same cerebral or physical wallop that issues #10 and #11 did respectively. The fight between the new Spider-Man and his uncle the Prowler is quite awesome, with one or two cool moments. But there are a couple odd story choices that I think weigh down the overall comic.

I also think this was a less than stellar way to end the battle between Miles and his uncle. Aaron loses all of the moral ambiguity he seemed to have and turns into a total super-villain. Though at least Miles maintains some of that family love.

Comic rating: 4/5: Good!

I can’t put my finger on it, but this final battle between Spider-Man and Prowler didn’t feel as powerful as it should have. The stories leading up to this confrontation have been great. I’d even go so far as to say Miles’ second story arc is better than his first. But this fight just doesn’t have enough oomph behind it. The two men duke it out on a rooftop, with Aaron going full-blown villain. In past issues, I’ve loved that Aaron still seemed to have an interest in Miles’ well-being, because they’re family. The flashbacks to the two of them in better times were enjoyable. I really got the sense that Aaron was the ‘cool uncle’. Even after finding out that Miles was Spider-Man, Aaron still had little traces of good intent in him.

But when you tell your nephew that you’re going to drop his corpse in his father’s lap, you’re definitely not being invited to Thanksgiving dinner anymore. And that’s probably what disappointed me the most. Uncle Aaron is lost to us in this issue, in more ways than one.

Click the jump for a full synopsis and more review.

Last issue ended with Uncle Aaron threatening to reveal everything to Miles’ dad, with our young hero then furrowing his brow as if he were readying himself for battle. There was also  a cool Aunt May cameo promising a confrontation between her and Miles. Unfortunately, there is neither hide nor hair of Aunt May to be found in these pages. So that was a disappointment. And whereas I thought maybe Miles would take the fight straight to his uncle, the first part of this issue is basically Miles avoiding his uncle at all costs. Which I guess makes sense.

At least it gives us a chance to better flesh out Miles’ life at school. Sometimes the best parts of Peter Parker’s tenure as Ultimate Spider-Man were when he wasn’t wearing the mask, and was just interacting with his friends, classmates and love interests. We have seen very little of that with Miles so far. But it looks like that might be changing, based on what we see in this comic.

But first, we have a brief scene in which Prowler is waiting for Miles on a rooftop. Miles doesn’t show, but instead watches silently from another rooftop. Aaron sends Miles a threatening text message before using his stolen Vulture wings to fly off.

We then cut to Miles in class, with his teacher talking about The Once and Future King by T.H. White. I’ve never read it, but apparently it’s about Merlin and Wart (King Arthur), like the Disney movie The Sword in the Stone. Is the Sword in the Stone based on The Once and Future King!? I had no idea! Consider my childhood mind blown. The teacher asks what Merlin was trying to teach Wart by turning him into different animals, and Ganke immediately suspects it was a super-powers thing.

Judge continues to prove himself moderately uninteresting by getting the right answer. That boy needs a personality, stat! Or at least more to do. Miles is mostly just looking glum because he probably forgot to read the book. Being Spider-Man has never really helped with homework.

After class, Miles and Ganke walk to their lockers and talk about what Miles is going to do. Our hero wants to tell his parents that he’s Spider-Man, both because he doesn’t want his uncle to be able to blackmail him, and because being a hero means you’re also honest. They chat about Aaron wanting to turn Miles into a mob enforcer, as his own personal attack dog while Aaron becomes a criminal kingpin. Miles doesn’t want to fight his uncle, but Ganke insists that it’s the only way Aaron will back off.

Meanwhile, a cute, particularly drawn young lady appears to be watching from afar.

Could this be a future love interest? She seems to have a particular look about her. And she appears in two panels. I’m also pretty sure we’ve seen her in a previous issue, though I can’t remember which one. Since Miles is a brand new character, he doesn’t have a Mary Jane Watson or a Gwen Stacy to use for a love interest, so writer Brian Michael Bendis is going to have to create one brand new. She looks like she could be our lucky lady. And it’ll be fun to see Miles start dealing with normal teenage things like girls.

No indication as to how much the girl overheard. But neither Miles or Ganke use the words ‘Spider’ or ‘Man’. So they’re safe. The scene ends with Miles heading home alone to talk to his parents.

And, of course, Uncle Aaron is outside waiting for him. Spectacular two-page spread by artist David Marquez, by the way. Colorful, detailed and utterly gorgeous.

Miles gives in and agrees to help his uncle, telling him to meet on the same rooftop that night. But Miles also tells his uncle to leave. Aaron does so. When I first read this, I thought perhaps Miles was just lying to get Aaron to leave. But when he goes inside and greets his mom, he does not tell her that he’s Spider-Man. And that scene ends. Which is a shame. I thought perhaps we were in for a big moment in Miles’ life. Also, I’m still not sure I know the first names of Miles’ parents. Seeing as how Bendis has made it so that this Spider-Man isn’t an orphan, I wish we got to know his parents better. But then it’s only been 12 issues. Seems like longer.

At any rate, Spider-Man shows up on the rooftop later that night, and it’s on like Donkey Kong!

Prowler launches the first attack with a pair of vibro-shock gauntlets, blasting Miles away with their energy. He’s angry now, and yells at Miles for disrespecting him, just like Miles’ father did. Aaron says he’s going to beat Miles into learning a lesson, and continues to blast at him with the gauntlets. When he’s done, he turns them off and asks if Miles finally learned his lesson. Miles replies by telling his uncle that he’s learned that Aaron just sucks! Then he punches Aaron in the face!

Aaron flies across the roof and crashes, damaging one of his gauntlets. When he gets back up, he can’t see Miles anywhere.

That’s one of the most badass scenes in the book. Miles mentions how he’s still getting used to all of his new spider-powers, including his invisibility. His kick knocked Prowler over the edge of the roof, and Miles jumps after him to save him. But Prowler grabbed onto the ledge, and uses his free hand to blast Spidey with the gauntlet again. And without webs to break his fall, Miles tumbles all the way down and lands on top of a passing bus. The driver hits the brakes while Miles recovers – but Prowler takes another shot, totaling the bus with the blast!

The next truly awesome scene occurs when Miles starts helping people out of the damaged bus. It’s a very heroic moment, with a great line by Miles about having to be stronger than he looks.

But Prowler isn’t giving up, and he blasts the bus again once he’s reached street-level. Miles leaps towards him and starts attacking, angry at the kind of man his uncle has revealed himself to be. The people from the bus watch and cheer as Miles gives Prowler a beat down. But Aaron still has some fight in him, and smacks Miles away. And we see that truly Uncle Aaron has gone off the deep end.

Unfortunately for him, Prowler tries to use the gauntlet that broke earlier, and it backfires. The resulting explosion not only blasts Miles away – destroying some of his costume – but it completely engulfs Aaron. He’s burned so bad that we don’t even see the body, just the char around his eyes on a super close up. An injured Miles walks over to his uncle and tells him it’ll be OK, that someone has called 9-1-1. But Aaron’s dying, and his final words to Miles are that his nephew is just like him.

Which I don’t understand at all.

How is Miles just like his uncle? Miles didn’t kill Aaron, the faulty equipment did. Miles did everything to help people and get Aaron to back off. In no way is Miles anything like his uncle, but it’s treated like these dying words really strike a chord of fear in Miles. Why? Other than the fact that he’s watching his uncle die in front of him. I’m too warped by reading too many comics to really feel the emotional punch that Miles is probably going through in this moment.

But I still don’t like the ending. Aaron goes full super-villain, shaking away any of the cool anti-hero, proud uncle vibe that he had in earlier issues. And then he dies, leaving a cryptic message that doesn’t have nearly the emotional impact that Bendis thinks it does. Miles didn’t cross any lines in that fight. In fact, Miles was awesome. He had a few great moments in the fight, and then saved those people on the bus. He’s become one cool little hero. So I think this was a good issue, with a great awesome moments, but certain parts of it just dragged the rest down.

And killing Prowler was not the way to go – unless Bendis is again going for the whole “my uncle is dead and it’s all my fault” angle for the new Spider-Man. I guess that would be an interesting take on the ending to this issue.

Sadly, the next issue of Ultimate Spider-Man launches us into a big, stupid Ultimate Comics crossover. Whereas the original Ultimate Spider-Man #13 was an amazing, character-focused issue where Peter Parker revealed his identity to Mary Jane. This new Ultimate Spider-Man #13 is going to see Miles embroiled in what is no doubt going to be a clunker of a crossover. I’m convinced that the Ultimate Universe as a whole is a lost cause, and it will be a shame to tarnish the jewel that is Bendis’ Ultimate Spider-Man.

But I remain open to being surprised.