Overall, "Ultimate Spider-Man" is my favorite Spider-Man comic book right now. I do a unit on Spider-Man for my Popular Culture class where my students have to read "The Essential Spider-Man, Volume 1" and a current issue. So after many years of not reading Spider-Man (the whole clone bit was too much for me), I am back reading all of the Spider-Man titles. Ultimate Spider-Man has restarted the story of Peter Parker from the beginning, making his younger and more modern. For example, Peter no longer sells photographs of Spider-Man, a wise move since every criminal in New York City would be after him to see what he knows, but instead he designs web pages (ha ha, get it? web pages!) for the "Daily Bugle."
In this new universe Peter Parker is no longer interested in Betty Brant, because she is a whole lot older (and clearly a college graduate now). Like the Spider-Man movies, Mary Jane Watson is there from the start as the girl next door. She also finds out that Peter Parker is Spider-Man early on in the game. Having MJ there from the start makes sense for the films, because you are not going to do that many of them (a Rocky number of Spider-Man films would be nice, but it will never make it to the level of the James Bond franchise). But with "Ultimate Spider-Man" it begs the question of where Gwen Stacy fits into this new version of the web-head. You can read these comics and know nothing about the Spider-Man mythos and enjoy them, but for those of us who have read most of the 500+ issues of "The Amazing Spider-Man" published to date it has been interesting to see how writer Brian Michael Bendis, penciler Mark Bagley, and inker Scott Hanna has altered familiar plot lines and characters. So I think veteran Spider-Man fans get to enjoy these stories more than newbies.
"Ultimate Spider-Man, Volume 11: Carnage" collects issues #60-65, which includes the five part "Carnage" story and its "Detention" epilogue, combines the creation of Carnage with the fate of Gwen Stacy. Already abandoned by her mother, when Captain Stacy dies Gwen moves in with Aunt May and Peter, where the troubled teenage tomboy finds a home. Gwen had recently discovered that Peter was Spider-Man and had come to terms with the fact that it was a thief, dressed as Spider-Man, who was responsible for her father's death. Meanwhile, when Spider-Man gets hurt in a fight he visits Curt Connor (a.k.a. the Lizard) for some doctoring. After Spider-Man leaves, Connor examines the web-head's blood and discovers that its DNA sequencing is amazing and might constitute a real breakthrough in genetics. Connor wants to run some experiments to see if this could lead to curing illness and fighting diseases. Peter gives his permission and two months late Carnage is born.
In the original Spider-Man comics, Carnage was created when the alien symbiote that bonded with Eddie Brock (a.k.a. Venom) left behind a "child" to bond with Brock's cellmate Cletus Kasady. But in this storyline Venom was created by the fathers of Peter Parker and Eddie Brock when they were looking for a biological cure for cancer, so there is a twist to Carnage's "identity," that makes for a nice payoff. But most of this story has to do with Carnage escaping Connor's laboratory and leaving a path of desiccated corpses as he hunts down Spider-Man. When the creature arrives at the Parker home the only one he finds there is Gwen.
There is a heart-rending scene where Aunt May has to make a heart rending phone call to leave a message with Gwen's mother with some idiot woman that only adds insult to injury. Then Peter confronts Connor over what has happened, at which point Carnage shows up and has to be dealt with as well. But can Peter do what has to be done and with the death of another person that he loves, can he go on being Spider-Man? It is in this context that Bendis et al. work in the "Spider-Man no more" element and make it resonate a lot more than before. The epilogue, "Detention," is the best issue in this collection as MJ finds out why Flash keeps making jokes about Gwen's death and Peter reveals what he really thinks about Flash and his friends. This comic book takes the idea that the characters are still in high school a lot more seriously than they did back in the Lee & Ditko glory years.
Unhappy endings are a major part of the Spider-Man mythos, but the story arc contained in "Carnage" is a real downer. Having Gwen's death set in high school (I think Peter, Mary Jane, and the rest are still only sophomores) actually made it worse, even if there was not a romance between Peter and Gwen in this universe. For what it is worth, the next two-part storyline in "Ultimate Spider-Man" is decidedly comic as Peter Parker wakes up in Wolverine's body and visa-versa, but you have to let the dust settle on this one.