312 RYAN • FRIGERI • KEITH

3 1 2 1 1 RATED T $3.99US MARVEL.COM 7 5 9 6 0 6 0 8 8 1 4 0 SOME TIME AGO, THE SPIDER-POWERED HEROES OF MANY UNIVERSES UNITED IN BATTLE TO DEFEAT THE INHERITORS, A FAMILY OF SUPERHUMAN BEINGS WHO FED ON THE LIFE ESSENCE OF SPIDERS. THE SPIDER-ARMY TRAPPED THEM ON A RADIOACTIVE PLANET AND RETURNED TO THEIR LIVES. THE INHERITORS WAITED. THEN OTTO OCTAVIUS USED THE INHERITORS’ TECHNOLOGY IN HIS QUEST TO BECOME AN INDOMITABLE HERO AND OPENED A DOOR FOR THEIR RETURN. EVERY SPIDER-TOTEM IS AS RISK ONCE AGAIN. BUT MORLUN, THE INHERITORS’ FAVORED SON, HAD A SINGULAR HUNGER FOR THE SPIDER WHO HAD BESTED HIM: PETER PARKER. IN NEW YORK, MORLUN BLINDSIDED SPIDER-MAN. KNOWING THAT DRAWING THE VAMPIRE TO ANOTHER UNIVERSE WAS THE BEST WAY TO PROTECT THE CITY, HE ASKED J. JONAH JAMESON, WHO NOW KNOWS SPIDER-MAN’S SECRET IDENTITY, TO RETRIEVE PETER’S INTERDIMENSIONAL TRAVEL WATCH. JAMESON BROUGHT IT TO A BATTERED SPIDER-MAN IN CENTRAL PARK, JUST IN TIME FOR MORLUN TO FIND HIM AND CRUSH IT.

SEAN RYAN WRITER JUAN FRIGERI PENCILER & INKER JASON KEITH COLORIST VC’s TRAVIS LANHAM LETTERER

PHILIP TAN & RAIN BEREDO COVER ARTISTS

ANTHONY GAMBINO PRODUCTION DESIGN KATHLEEN WISNESKI ASSISTANT EDITOR NICK LOWE EDITOR

C.B. CEBULSKI EDITOR IN CHIEF JOE QUESADA CHIEF CREATIVE OFFICER DAN BUCKLEY PRESIDENT ALAN FINE EXEC. PRODUCER

SPIDER-MAN CREATED BY STAN LEE & STEVE DITKO

PETER PARKER: THE SPECTACULAR SPIDER-MAN No. 312, January 2019. Published Monthly except in March, June, and September by MARVEL WORLDWIDE, INC., a subsidiary of MARVEL ENTERTAINMENT, LLC. OFFICE OF PUBLICATION: 135 West 50th Street, New York, NY 10020. BULK MAIL POSTAGE PAID AT NEW YORK, NY AND AT ADDITIONAL MAILING OFFICES. © 2018 MARVEL No similarity between any of the names, characters, persons, and/or institutions in this magazine with those of any living or dead person or institution is intended, and any such similarity which may exist is purely coincidental. $3.99 per copy in the U.S. (GST #R127032852) in the direct market; Canadian Agreement #40668537. Printed in the USA. Subscription rate (U.S. dollars) for 12 issues: U.S. $26.99; Canada $42.99; Foreign $42.99. POSTMASTER: SEND ALL ADDRESS CHANGES TO PETER PARKER: THE SPECTACULAR SPIDER-MAN, C/O MARVEL SUBSCRIPTIONS P.O. BOX 727 NEW HYDE PARK, NY 11040. TELEPHONE # (888) 511-5480. FAX # (347) 537-2649. [email protected]. DAN BUCKLEY, President, Marvel Entertainment; JOHN NEE, Publisher; JOE QUESADA, Chief Creative Officer; TOM BREVOORT, SVP of Publishing; DAVID BOGART, SVP of Business Affairs & Operations, Publishing & Partnership; DAVID GABRIEL, SVP of Sales & Marketing, Publishing; JEFF YOUNGQUIST, VP of Production & Special Projects; DAN CARR, Executive Director of Publishing Technology; ALEX MORALES, Director of Publishing Operations; DAN EDINGTON, Managing Editor; SUSAN CRESPI, Production Manager; STAN LEE, Chairman Emeritus. For information regarding advertising in Marvel Comics or on Marvel.com, please contact Vit DeBellis, Custom Solutions & Integrated Advertising Manager, at [email protected]. For Marvel subscription inquiries, please call 888-511-5480. Manufactured between 10/19/2018 and 10/30/2018 by LSC COMMUNICATIONS INC., GLASGOW, KY, USA. three times.

three times I’ve fought this vampire- dandy-looking nightmare.

the first time, he nearly killed me. the second time, he actually did.

I’m only alive because of a miracle.

I could really use another miracle right now. drop him, I morlun. mean it.

the other spider.

the lesser spider.

lesser come on, spider? man, you’ve clearly never seen us at karaoke. I will dispense of what you without was that? even a thought.

my venom strike. it's usually very effective.

I’ve always considered you pretty thoughtless!

argh!

see? lesser spider.

I don’t go around calling you “lesser dude, criss angel.” enough of this “lesser spider” crap. I’ve killed countless do you spiders across truly think countless you have what universes. it takes to defeat me?

maybe. but I maybe just needed not. to keep fighting you long enough to keep you distracted.

what?

no…

no!!! he is sorry, not slipping but I’m not through my done with fingers you yet. again!

I came here to help spider-man and I’m not leaving until I know he’s okay.

enough!

oh no.