Miles Morales is still getting used to being Spider-Man when Captain America makes him a very special offer. Is Miles really joining the Ultimates? With a wounded nation crying out for heroes, Miles Morales is determined to prove that he has what it takes! But when a terrifying new Venom symbiote surfaces, armed with the truth about the incident that gave the new Spider-Man his powers, Spidey might have just made his first true archenemy.

"Contains material originally published in magazine form as Ultimate Comics Spider-Man #13-28 and #16.1." "Spider-man created by Stan Lee & Steve Ditko."