For starters, here's a look at my two cover ideas for the 'M.J. as Venom' cover.
I knew I wanted to reference some iconic Spidey imagery here, hence the two choices above. The sketch on the right of course being a reference to the ol' web heads first appearance in Amazing Fantasy, no. 15 - but with a bit of a role reversal. Once Marvel decided to opt for the Romita tribute, I got to work pencilling, then toning the piece in Copic marker:
During the initial drawing, I used a bit of photo reference for the hands-- (using Photobooth)
And that about does it. You can see the finished piece (sans text) here. Have a good weekend everyone!