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SPIDER-MAN VS. VENOM (AMAZING SPIDER-MAN #316)

1/7/2026

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Dave Scrimgeour and Kevin McCluskey
Picture

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​​​Writer- David Michelinie
Artist- Todd McFarlane
Letterer- Rick Parker
Colourist- Bob Sharen
Editor- Jim Salicrup
Editor In Chief- Tom DeFalco

Published 14/02/1989
by Marvel Comics


Synopsis

Eddie Brock is now hanging out with his symbiote in the sewers, like a weightlifting Mutant Ninja Turtle, as he puts the finishing touches to his plan to kill Spider-Man.  Peter and Mary Jane continue to have financial worries, due to the career issues both are facing.  And as if that wasn't enough strain on a still relatively new marriage, having Peter's former lover show up at their previous place of residence would only make matters worse, were it not for Venom making an appearance and royally whipping Felicia's ass.  After his wife sees Venom swinging away from said scuffle, Peter decides to go on the offensive, which proves to be a poor, and ultimately predictable tactic, as he swings straight into his latest, greatest, foe's trap, resulting on him having a vat of offal dumped on his head and giving up his new address to the soon-to-be Lethal Protector.

Dave
Now, I do remember this cover for issue 316, ‘Dead Meat.’  It is a stand out cover for definite.  Such a visually striking image, and the colours on the page are superb.  For me, that, and ‘Spectacular Spider-Man’ issue 142, had two of the most memorable covers for Spidey comics at the time.


Kev
The Sal Buscema one, with Tombstone dangling Spidey over the edge of the girders at the construction site?


Dave
That’s the one, yeah.


Kev
Yeh, we’re back into proper iconic cover territory now.   And that image of Venom in the lower corner box is just the cherry on top of the cake.


Dave
How well do you remember this cover?


Kev
I remember picking this up purely for the cover.  And the fact that Venom was back, of course.  He was already a favourite of mine at this point.  This cover is one that you've never really been able to escape since.  It's been recreated on all sorts.  From t-shirts, to prints, to fridge magnets.  The list goes on and on and on.  It was even the cover to the IDW Artist Edition Todd McFarlane Spider-Man book from a few years back.  It’s a doozy. 


Dave
That's the thing when the cover of an issue has the pulling power that this one has, it's already done its job.  The rest of the issue is a bonus.


Kev
Absolutely.  If the cover, in and of itself, is good enough to get you to buy the issue, then yeh, the rest of the issue is a bonus for you at that point.  Although, that may have resulted in the explosion of variant covers, and the sole collecting of them that has exploded over the years.  Particularly in recent years.


Dave
We open on a splash page of Venom doing his sewer chase.  Again, that formidable, menacing figure terrorising another target, who is yet another distinctive looking character, with exaggerated features, drawn by McFarlane.  And the colouring on the page is, as always with Bob Sharen, up to par with the rest of the creative talents involved.


​
Kev
Yeh, it is a nice splash page, alright.  Venom looks suitably terrifying, leaping out of the shadows of the subway tunnel, like that.  Also, I like the idea of them, not only using the subway tunnels as a hideout, but also using them to traverse their way around New York.


Dave
Surprised he hasn't bumped into the Ninja Turtles on his travels.  Different universe, I take it.


Kev
Ha, ha!  Yeh.  Although, I daresay they have crossed paths in the intervening 37 years.  Everyone loves a crossover, right?


Dave
Well, New York is a big place after all, even underground.


Kev
Ha, ha!  True.


Dave
Also, that top panel on page 71 is great.  I like the use of colours throughout this issue.  There is still a brightness to the colours that elevates the images, but it’s also not detracting from the tone of the story.
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Venom using they/them pronouns all the way back in 1989 is probably really going to piss off all the right people.

​Kev
Nope, not at all.  That 1st panel on page 72, of the symbiote removing itself from Eddie’s face is really creepy.  It’s all in the eyes, and the teeth.  McFarlane is really starting to get those Venom gnashers down pat now.


Dave
I think all three panels on page 72 are superb.  It’s another drawing and colouring masterclass from McFarlane and Bob Sharen.  Also, we get more rambling by Brock, as he plots his revenge on Spidey.


Kev
Yeh, Venom is definitely treating us to a nice little bit of villain monologuing exposition on pages 71 and 72, that's for sure.


Dave
Another thing I like is the urban setting of page 73, as Spidey sits in a scrapyard.  And, of course, that top panel is another classic.
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Peter out there, creating that "content."

​Kev
Yeh, that’s a cracking image of Spidey, alright.


Dave
I'm really seeing the benefits of Spidey reverting back to his original costume now.  I did like the black costume, but I’m more inclined to like this costume.


Kev
Yeh, I mean, I love the black costume, it is my favourite of all the Spidey costumes, but I suppose if Venom was going to be Brock and the symbiote in the black costume, then they definitely had to have Spidey back in the old red and blues.  As you said last time, it just makes for a much better contrast between the characters on the page.  Particularly when they are fighting.  We don't want a Michael Bay ‘Transformers’ movie situation now, do we?


Dave
He should have taken a lesson from old style comics.


Kev
You would have thought so, right?


Dave
Distinctiveness is key for each character, and how the colour contrasts helps elevate the visual power of the images.


Kev
Spot on, Sir.  Spot on.  Also, I really enjoy Michelinie’s “Speak of the devil, and you’ll hear the rustle of his wings.  Or rather the click of his shutter.”  It’s those little bits of writing that made these comics so much fun back in the day.


Dave
Oh yeah, that's a great little touch, that bit.


Dave
I have noticed that, on page 74, there are more short, close-up, panels, which is a style that has been used throughout this series so far.


Kev
Yeh, McFarlane definitely likes a close-up shot.


Dave
Spidey might have been a bit overly optimistic about that junk not being heavy enough to really damage the guy.  That was a fair bit that came crashing down on him.  No wonder Pete took off so quickly.

Kev
I've always thought that as well.  That guy looks like he could very well be dead.  Or, at the very least, severely injured.


Dave
That top panel on page 75 is another top notch Spidey pose.
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Loungefly are missing a trick by not selling authentic looking webbing backpacks.

Kev
Yeh, page 75 is just McFarlane flexing at this point.  Those panels of Spidey, as he webswings out of the scrapyard, across the (Brooklyn?) Bridge, and into Manhattan, are just ridiculously good.  I cannot overstate just how much they captured my imagination when I was eleven years old.


Dave
That's a good way to describe it, "flexing,"  "Art flexing,” for sure.  It's a great page, again.  Damn, I'm getting fed-up of saying this now.


Kev
It's tough not to say it though, Man.  His work was just so good at this point, and so suited to the character of Spider-Man as well.


Dave
Yeah, it really was.  We also get Pete’s internal monologue, bringing us up to speed as to where he and MJ are at currently.


Kev
Yeh, it’s Spidey’s turn to provide us with the editorially mandated exposition here.  I’ve got to admit though, I did appreciate being brought up to speed with those recent events between #300 and this issue.  For example; I’d forgotten all about the Nick Katzenberg subplot.


Dave
That name is familiar, Nick Katzenberg, but I don't remember what happened with this character.


Kev
A quick search has reminded me that Nick Katzenberg ultimately died of cancer a bit later in the series.  Which I had totally forgotten.  Bit of a grim ending for ol' Nick.
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"Call me on the line. Call me, call me any-anytime. Call me, I'll arrive. When you're ready, we can share the wine."

Dave
Yeah, not half.  Interesting how page 76 has a long distance shot of Spidey, followed by a close-up, then straight into The Bugle offices.


Kev
McFarlane’s "shot" selection is pretty exemplary, to be honest.  I think that’s an excellent panel of Peter removing the mask on page 76.  The use of shading and shadow in it is great.


Dave
Yeah, the shading captures a certain darkness, or at least matches the gloom, Pete is currently experiencing.


Kev
Definitely.  It's top-notch character work as well.


Dave
I like how the second panel on page 78 links in to the other titles at the time, and, of course, Eduardo Lobo is there.  It was good how all those titles did those little links with each other.


Kev
Yep, that was all it took, just one passing reference to a storyline from the other titles, and your brain completely bought into them all being part of one, bigger, story.  Jim Salicrup did a great job as editor in those days of making ‘Amazing Spider-Man’ feel like it was part of the same story, despite it having a different writer to both ‘Spectacular Spider-Man’ and ‘Web Of Spider-Man.’.  We should maybe do some more ‘Spectacular Spider-Man.’  From #151 onwards.  Just to cover that Lobo Bros. storyline.  I remember really enjoying it back in the day. 


Kev
It’s good to see Gloria Grant here too.  Gloria, who inspired Chip Fields’ role as Rita in the ‘Spider-Man’ TV show incidentally.



Dave
Oh yeah, Rita was essentially Gloria in the TV series.  I really liked Chip Fields’ portrayal of the character in the ‘70’s show.


Kev
Yeh, she was great.  I like the dynamic between her and Peter in it.  Their relationship is a really good example of a platonic friendship between a male and female character.  Plus, I love the way she reacts to Jonah in it as well.


Dave
I like how the second panel on page 78 links in to the other titles at the time, and, of course, Eduardo Lobo is there.  It was good how all those titles did those little links with each other.


Kev
Yep, that was all it took, just one passing reference to a storyline from the other titles, and your brain completely bought into them all being part of one, bigger, story.  Jim Salicrup did a great job as editor in those days of making ‘Amazing Spider-Man’ feel like it was part of the same story, despite it having a different writer to both ‘Spectacular Spider-Man’ and ‘Web Of Spider-Man.’.  We should maybe do some more ‘Spectacular Spider-Man.’  From #151 onwards.  Just to cover that Lobo Bros. storyline.  I remember really enjoying it back in the day.  


Dave
Page 77 has the standout panel of MJ.  They are really glamming up the model look to her.  That bottom panel, of the two of them on the phone with their heads back-to-back, is a good touch.  It looks like a panel that would have been used in ‘Parallel Lives.’
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"I want to tell you something you've known all along. Don't leave me hanging on the telephone"

​Kev
Yeh, that panel on page 77 is excellent.  Although I hope MJ is playing when she says, “.....after being my hubby all this time….”  It’s only been a couple of years in real time, never mind Marvel Universe time.  You're right about it looking like it had just leapt out of 'Parallel Lives' though.  It really would not have looked out of place in that book at all, would it?  You're also right about McFarlane really leaning into MJ's status as a top model. She looks glam as.  The way that Felicia is portrayed here is interesting.  Michelinie describes her as “lithe,” and McFarlane draws her as being incredibly lean.  Skinny even.  Which is a far cry from the ridiculously well-endowed figure she would start to cut in a few years time.  And, of course, as soon as I say that, he draws her with a very 2020’s looking, BBL-enhanced rear end on the very next page.  Way to make ME look like an arse Todd.  Cheers for that.


Dave
Oh yeah, The Black Cat is another "flex" in McFarlane's drawing skills.  There are some really good panels of her on pages 78-80.  Nice little mash-up between Venom and Black Cat.  She puts up a good fight against Venom, actually giving him a bit of a run for his money.  Albeit briefly.  A bit of a brutal smash to her head by Venom there, potentially some teeth loosened up, or even lost.  I hope he doesn't recommend his current dental plan to her.


Kev
Yeh, I always thought that the whipping Felicia takes from Venom here was brutal looking.  Her face smashing off the floor is wince-inducing, and the image of her, costume in tatters, completely defeated, as Venom looms over her with a fistful of her hair is pretty disturbing.  It’s another fantastically effective panel by Mr. McFarlane.


Dave
The top panel on page 81 is excellent,  Again, grabbing your attention instantly.  Did Black Cat know Spidey's identity then?  She's taking it pretty hard about his marriage.
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Calm down, Venom. Who do you think you are? Optimus Prime?
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Yeh, Felicia, you snooze, you lose.

Kev
She did, yeh.  She had known for a good white by this point.  I had also forgotten about Venom’s power of being able to determine whether people were being truthful, or lying, simply by looking into their eyes.  This is a new once since #300.


Dave
Venom’s a man of many hidden talents.


Kev
Apparently so.  That image of MJ, in the first panel of page 83, is just stunningly beautiful.  She looks every inch the runway model.
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Little bit uncomfortable with the eyes that bear is making towards MJ. I bet it has Seth McFarlane's voice.

​Dave
Oh yeah, it's another fantastic panel.  Even in times of despair, she can't help but strike a pose.  MJ’s stealing it, for sure.


Kev
There's a fair amount of cheesecake in this issue, alright.  McFarlane knew how to sell a comic to adolescent boys.


Dave
It’s appealing to the teenage mind, for sure, but it’s also branching out to the older readers as well.


Kev
Ha, ha!  True.  Gotta stick something in there for the dads as well.  No wonder those government agencies want Peter on hold, those calls’ll be getting traced straight back to Forest Hills, and then he can kiss his secret identity goodbye.


Dave
And he’s trying to muffle his voice with a bit of cloth.  Ha, ha!


Kev
Yeh, I'm not sure how good of a job that sock is doing of disguising his voice.  No worse than the thin piece of cloth of his mask though, to be fair.


Dave
That’s true.  They’re interesting choices for each panel on page 84, a couple of close-ups, a panel in shadows, and then two more medium shots.  The composition works well, it’s keeping each page looking fresh, and holding the readers attention.


Kev
Agreed.  It really helps sell the tension in the scene as well, doesn't it?


Dave
If it were on film, it would have a very distinct look to the direction and editing choices.


Kev
Definitely.
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They probably would have tried to cast Arnie as Eddie Brock back in '89. If they could afford him, that is.

Dave
I’ve said this before but; I feel that there is a kind of Sam Raimi feel to how this story is presented, with his distinct style of film making.  Especially his earlier work.


Kev
Yep, there is definitely a horror comedy feel to these early Venom stories, isn't there?


Dave
Kind-of like 'Darkman,’ which I really enjoyed.


Kev
I need to watch 'Darkman' again.  I wasn't a huge fan of it at the time, but I suspect I would appreciate it a lot more these days.


Dave
I watched ‘Darkman’ a wee while ago, it still holds up.  Page 85 is wall art.  I’m saying no more.


Kev
Yeh, the splash on page 85 is yet another classic McFarlane Spidey, web-swinging image.  This is almost becoming pornographic at this point, isn’t it?  The next two panels of him on page 86 ain’t half bad either.


Dave
I did refer to Spidey porn in an earlier review, but that was with regards to Pete and MJ getting it on.


Kev
That's another comic altogether.


Dave
It sure is.  Yeah, the top panel on page 86 continues the visual treats for us readers, with the background colours helping to emphasise the Spidey image.  ​
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Peter Parker! That pose is so unladylike.

​Kev
Yeh, it's more of McFarlane's use of screentone technique on the backgrounds, which I'm still not sure of though.


Dave
The last panel on page 86, of Venom emerging from the doorway, is great.  It's reminiscent of Michael Myers in the ‘Halloween’ films, where he emerges from the shadows.


Kev
McFarlane really has been influenced by the classic horror movie characters, hasn't he?


Dave
Yeah, and of course, another thing about McFarlane's Spidey was the huge eyes on the mask.  I remember that was a talking point amongst me, you and Mike.  It has a kind-of manga influence with the big eyes.


Kev
Yeh, I've got to admit, I'm a sucker for the big eye lenses on the mask.  I think it's such a good look.  A manga influence before the manga influence was everywhere on everything.  Venom really likes using his webbing to swing his opponents around, doesn't he?  First Black Cat, and now Spidey.  Hey, it’s working, I guess.


Dave
Oh yeah, Spidey’s taking a fair crash through that wall.


Kev
That perspective shot of the meat packing plant at the top of page 88 is great as well.  More stellar work from Todd.
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Rocky's throwing combos at a big slab of meat in the next room.

Dave

And the middle panel on page 89, of Venom ripping the meat apart, is great.  The dark humour in the battle is emerging.
​

Picture
"If you do that to Apollo Creed, they'll put us in jail for murder."

Kev
"Good. Practice."  Yeh, that's a sinister line right there, alright.  You really can picture Venom ripping Spidey in half like that.


Dave
Spidey’s complaining about his suit being covered in blood and offal, but the blood will not show up too much on the red of the costume.  And if his outfit was fading in the wash, then this will save him a bit of dough on red dye.  Times are tough for Pete, financially, after all.


Kev 
​Ha, ha!  I remember, back in the day, thinking being doused in that much blood and offal would be horrific.  No wonder Peter panicked and snapped.


Dave
Also, Michelinie is highlighting how much of a threat, and menacing a villain, Venom is to Spidey, by showing Pete getting panicked and freaking out.



Kev
Yeh, Spidey is outmatched by Venom.  He's fighting above his weight class here.


Dave
Pete is getting a bit reckless with dropping large piles of metallic objects on bad guys’ heads in this issue.  First that bank robber in the scrapyard, and now look at what he’s just dropped on Venom.


Kev
Yep, Pete be out here crushin' fool, for real.  But the “Parker Luck” is in full effect, as, of course, Venom finds the forwarding notice in Peter’s web-bundle with all his belongings in it.


Dave
That’s a nice little panel on page 90, as Spidey makes a swift departure, and yeah, the last three panels set up the premise for the next issue, as Venom has his home address.  Even the font for the next issue, ‘Guess Who's Coming To Dinner,’ is done in a comedic, slightly horror way.  It’s very stylized.


Kev
What did you make of this issue overall then?

​
Dave
It was another solid issue for sure.  It was also well paced.  It seemed like it was just building up the story between these two again, and giving us a brief tease of a battle, before the main event kicks off.  The writing, artwork and colouring have all been talked about throughout these reviews, and are sterling.  Plus, it has that cover to it.  What did you make of this issue looking back on it yourself?


Kev
I like it.  It’s not hard to see why Venom was becoming the phenomenon they were destined to be here.  Michelinie’s writing of him is both frightening enough, yet also comedic enough for them to be versatile, and work on multiple levels.  The round of fisticuffs at the end of the issue is well-choreographed, and thoroughly enjoyable as a result.  Like you said, more like a skirmish to whet our appetite for the main event next issue.  It feels, structurally, very close to the first half of the double-sized #300 in that respect, actually.  But it’s McFarlane’s art that is the star here, again.  It’s no surprise that, by this point, he was well on his way to becoming a superstar artist, and gaining more and more influence, which, of course, he would soon leverage into getting a Spidey title all of his own, and then ultimately shake-up the entire US comic book industry by convincing another half-dozen big name artists to join him in defecting from Marvel to form their own publishing company in Image, and becoming a multi-millionnaire in the process.

(D) & (K)

​Next: Bash at the Beach '89.
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