The Amazing Spider-Man #394
☆ Be the first to review + Add to your collection — Join freeAmazing Spider-Man #394 is the second chapter of 'Power and Responsibility,' the four-part crossover that officially launched the Clone Saga — one of the most sprawling and debated Spider-Man storylines in Marvel history. The issue marks the in-story debut of Judas Traveller and Scrier as active antagonists, two enigmatic figures whose true natures would be teased and retconned across two years of Spider-books. It also places Ben Reilly — Peter Parker's long-absent clone — at the center of the emotional narrative for the first time in the modern era, caring for a comatose Aunt May while Peter fights to retain his own sanity, establishing the identity-crisis tension that would define the saga's best chapters. The issue is historically significant as the opening salvo in a crossover that attempted, for better or worse, to fundamentally redefine who the 'real' Spider-Man was.
In "Power and Responsibility, Part 2: Breakdown!", Spider-Man storms Ravencroft to face the enigmatic Traveller, while a mysterious clone grapples with his past and an unexpected offer looms. Meanwhile, Mary Jane departs for family, and Aunt May finds herself caught in the quiet tension of a life on edge. Written by J. M. DeMatteis and brought to life with dynamic art by Mark Bagley and inks by Larry Mahlstedt, this 1994 issue captures a pivotal moment in Spider-Man’s world, with cover by Mark Bagley and Larry Mahlstedt.
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We Buy Collections ▸History
The Clone Saga's genesis grew out of Marvel editorial planning for the milestone Amazing Spider-Man #400: management wanted a line-wide event that could rival what the Age of Apocalypse was doing for the X-Men titles, writer Terry Kavanagh proposed revisiting Gerry Conway's 1975 Spider-Clone concept, and J. M. DeMatteis — whose psychological, introspective style was already evident on the flagship title — championed the idea and drove its early execution. DeMatteis scripted ASM #394, with Mark Bagley handling the primary art and Liam Sharp contributing additional pencils (with inks by Larry Mahlstedt and Robin Riggs respectively), under editor Danny Fingeroth and editor-in-chief Tom DeFalco. The issue was formatted as a 'flipbook,' a mid-1990s Marvel production choice that bound a backup story alongside the main feature under an enhanced foil cover, reflecting the era's heavy reliance on gimmick formats to drive sales.
Trivia · 8 facts
- Story title: 'Power and Responsibility, Part 2: Breakdown!' — the second chapter of a four-part crossover spanning Web of Spider-Man #117, Amazing Spider-Man #394, Spider-Man #51, and Spectacular Spider-Man #217 (all October 1994), which collectively launched the Clone Saga.
- First sustained in-story appearances of Judas Traveller and Scrier as active villains; both characters debuted with deliberately opaque power sets and backstories, and their true natures (Traveller as a mutant illusionist, Scrier as a cult rather than an individual) were not resolved until years later.
- Ben Reilly (the Peter Parker clone) appears in his 'civilian' role, keeping vigil at the hospitalized Aunt May's bedside — his first significant solo emotional scene in the modern Clone Saga era, establishing him as a co-protagonist rather than simply a plot device.
- Script by J. M. DeMatteis; primary pencils by Mark Bagley (inked by Larry Mahlstedt); backup art by Liam Sharp (inked by Robin Riggs); edited by Danny Fingeroth; editor-in-chief Tom DeFalco. Cover date: October 1994; on-sale date: August 9, 1994.
- The issue was published simultaneously in two distinct formats: a standard direct-edition cover and a flipbook edition with a foil/holofoil cover containing a backup story, as well as a newsstand variant of the flipbook — making three distinct editions of issue #394.
- Supporting cast featured in this chapter includes Mary Jane Watson-Parker (departing to visit her family in Pittsburgh), Doctor Ashley Kafka, John Jameson (head of Ravencroft security), and Carnage and Chameleon in cameo roles at Ravencroft Institute.
- Reprinted in Spider-Man: The Complete Clone Saga Epic Book 1 (Marvel, 2010) and collected in the Spider-Man: Clone Saga Omnibus Vol. 1, which gathers Amazing Spider-Man #394–401 alongside the concurrent Spider-Man titles.
- The backup story in the flipbook edition, scripted by DeMatteis, traced Ben Reilly's origin from the clone's own perspective — material that directly fed into the later Lost Years miniseries and established the emotional and philosophical stakes of the entire Clone Saga.
Full credits
Reprints
Reprinted in Spiderman Special #17 (1995), Spider-Man #17 (1995), Die Spinne #252 (1996), Spindelmannen #3/1996 (1996), The Amazing Spider-Man #1/1997 (1997), Spider-Man: The Complete Clone Saga Epic #1 (2010), Spider-Man: Clone Saga Omnibus #1 (2016), Carnage Epic Collection #2 (2023), Amazing Spider-Man Epic Collection #27 (2024), A Csodálatos Pókember #118, Die Spinne #253
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