The first issue of this mini series was spectacular and to me is my unofficial Ultimate Spider-Man #161. This issue suffers a rather steep drop in quality. It opens where the first issue had left off and just fizzles from there. While May Parker's interactions with Cap and Jonah Jameson were things that needed to happen, the dialogue between them was kind of  empty, insignificant and very paint-by-the numbers. Despite that the art was pretty solid on that part of the issue. The book then shifts focus to Thor, who according to Bryan Hitch's art in one panel now looks like Chris Hemsworth. During the part of the book focusing on Thor we see many of the dead heroes of the ultimate marvel universe in Valhalla still wearing costumes, I've always hated super hero funereal in which everyone shows up in costume so my sentiments are similar about this. The final part of the book focuses on Rogue and despite how decent it is, almost defeats the purpose of the book. Rogue's section has more to do with Ultimatum than Death of Spider-Man. This section like the rest of issue has the problem of it being very paint-by-the-numbers. These are characters that had to cope but the issue just feels like everyone is going through the motions I can't really recommend this issue because of its spotty artwork and clunky writing. Gabriel Hardman's art is what did it for me but other than that there are entirely too many people working on this book.