It's based off a image a friend showed me on the web. It cracks me up every time I see it.
I'll post the image below.
here's a closeup if you like to see it.
And here's that Ref that cracks me up!

Inspired by the new Spiderman movie coming out. This is my initial pencil, from here I plan to clean this up and color it. Go Spiderman!
ok. The editor at my job has been wanting me to draw him a pic of Batman beating up Spider-man. I was against it from the start because I don't believe it could ever happen. I mean, Bats is a smart guy but Spidey is fast AND smart. So, after 3 months, I lost some bet and drew him the pic on my break. at my desk. shaking my head during and after the delivery of this sloppy sketch. no time to ink. no time to color. memo pad and #2. ok. I'm done.