In USM 33, probably, I don’t know, I talked about how Bags seemed most qualified to redesign Venom due to having drawn him so much more than anyone. But Carnage? He co-created Carnage. Getting a chance to throw a new coat of paint on him must have been pretty fun. Who knows, maybe he’ll even appear in this issue. I honestly don’t recall. This time we get rolling with Ben Reilly discovering to his shock that the lid has been popped off the tube of the monstrosity from last issue, and “little Ben,” as he calls it (hilarious) is gone. He is freaking out at Curt about this over the phone when he hears a scream. He rushes up to a crowd of people looking at this:

Egads! What has science done!?

Gwen and MJ sit down and have a nice chat across a 2-page spread with a stupid card from some bound-in crap in the middle of it. Bendis said he got into these 2-page spreads to try to control where ads appeared in his book, tired of an ad being stuck in the middle of a scene, and they just went, “Ok, here’s a random thing in the middle of your scene instead.” Gwen assures MJ she has nothing to worry about between her and Peter, saying he’s like her “superhero little brother.” They agree Aunt May is really cool, and seem to bond a little. For all that Gwen’s been in the book for almost 50 issues, these 2 haven’t interacted all that much. Meanwhile, an arguing couple is interrupted by seeing a creepy little red guy in an alley, who proceeds to hit them with long red tendrils and suck the life out of them.


It’s a pretty substantial redesign when you consider it came from the co-creator. The flowing blood pattern is gone, the chest lights up, only 2 fingers per hand, and he has real teeth, like Venom, instead of the black ones, which most artists had already started doing to regular Carnage, anyway. I thought his original maw was much cooler looking and that those guys were messing up, myself, but in this case, anything goes. Back at ESU, Curt Connors arrives to find his lab a crime scene. Captain Jeannenene De Wollllffeeeee wants to know where he was tonight, and then Ben Reilly is led out by cops, to Curt’s shock.


Much was made by fandom of that bottom right corner, lemme tell you. How does this DNA monster have memories? I mean, I know it’s super-science and I should shut up, but come on. It remembers Peter swinging on webs, and starts shooting strands of itself to mimic him, and remembers where he lives.





Quality horror material. Can you believe it? They just killed Gwen. I mean, dying is Gwen Stacy’s job, but it seemed like we’d moved past that. On the other hand, she didn’t really seem to have a place in the book. The book’s focus seemed to narrow in recent years. Flash & Kong quietly got shuffled to the sidelines. After such a huge entrance, Gwen sort of did, too. So maybe it was inevitable, after all. This was, obviously, a massive shock at the time. Gwen Stacy or not, I don’t think anyone saw it coming. It’s real, too, she’s dead. Bendis would later publicly admit he thought this was a mistake. But he didn’t think it fast enough to save her.
But my most visceral memory of this is not that. Around this time, I’d gotten a friend of mine into USM. She read the whole series up to whatever point, and then I’d loan her the new issues as they came out, if she wasn’t with me herself when I got it, passed the book as soon as I finished reading it. I can distinctly recall giving her this comic at a mutual friend’s house, watching her read it, and watching her reaction. She didn’t believe it at all. She even had a joke about it. I illustrated that joke and posted it to the Bendis Board with the subject “unpublished last page of USM 62!”

It was a hit. I could do it a lot better now…
