COVER BY: GABRIELE DELL'OTTO
WRITER: BRIAN MICHAEL BENDIS
PENCILS: BUTCH GUICE
INKS: BUTCH GUICE
COLORED BY: JUSTIN PONSOR
LETTERED BY: CHRIS ELIOPOULOS

Continuing the shocking exploration of the dark side of the Ultimate Unverse! For the first time we learn: How did Nick Fury become Nick Fury? How did the Hulk become the Hulk? And, finally, how did a baby Peter Parker connect to it all? Plus: the Ultimate Watcher has appeared and he is here to witness the Ultimatum!