Disclaimer : I don't own Spider-Man. Spider-Man and all related characters are owned by Marvel Entertainment. or RWBY, RWBY and all related characters are owned by Rooster Teeth.

''Flash Thompson''-Talking

''Jaune Arc''-Thinking

''WE ARE VENOM'' - The Venom symbiote

*Flashback*

Chapter 1 : Rebirth

Avengers Tower after the battle with the Spider-Queen

After the Venom symbiote bond to the Spider-Queen and control her long enough to jump of Avengers Tower and damage her while Stegron and his dino-friends finish her off the rest of the heroes that where still on top of the Avengers HQ where with Peter Parker a.k.a Spider-Man and with Flash Thompson a.k.a Agent Venom who save was the one to save all of New York with the help of the Venom symbiote was now dying from being debonded with it and because he wanted to make the ultimate sacrifice to save the rest of the world from being transform into spiders.

''Vision, There's got to be something-'' Spider-Man tried to ask until the Vision interrupt him.

''I am afraid I have done all I can. The internal injuries are too severe even with a fully functioning hospital...''

''It...It's all right.'' Flash answer in a weak voice meaning his time almost up.

He look around to see the all of the heroes that fought along side him against the Queen gather all around him to hear his final words.''The Queen's dead. People are free. And you're back that's how I know everything'll be okay.'' He then turn his face to Betty Brant his girlfriend who was now transform into a lizard person from taking one of 's lizard serum and told her his final words to her. ''Betty...I'm sorry for everything. The secret, the lie's... I really did love you... The best I could.'' He finish.

''I know Flash and I love you too...always.'' Betty said as she put a hand/claw on his face.

Flash then turn to Peter his long time favorite hero, the very reason why he went into the army and became Agent Venom in the first place to say his final goodbyes to the man that change him forever. ''Pete..I'm sorry for giving you such a hard time...'' He apologize to him for bullying him all those years when they were younger.

''Stop. When it comes to highschool mistakes , I've got you beat by a mile.'' Peter said to him as his voice broke a bit from almost crying.

''You were my best friend, Pete and my hero.''

''Flash, you muscle head... You kept hope alive when I should've died. You saved the whole world. All of Humanity... You're my Hero and you always will be.'' Peter said now crying.

''Y-You always b-be my hero Pete...always will be.'' Flash said as he finally close his eyes and stop breathing slowly as he past on and left this world as the heroes lost a true hero amongst them all.

RWBYVerse in Team JNPR Room...

We join are young white knight as he was still asleep until he woke up with a gasp like he just work up from a nightmare and cover in sweat and grab his head wondering what was that dream about with about some other place with costume heroes that he didn't know at all and the words Flash and Venom kept echoing in his head and took at his alarm clock showing that it was almost time to get up for class for today and he could just tried to thinks about these dreams he been having lately.

A Few Hours Later...

It now lunch time as he and his team went to get their food and sit with team RWBY as they were all talking Pyrrha notice that Jaune was sitting their eating his food quietly as he look deep in thought at whatever he was thinking and hope it was nothing bad.

''Jaune is everything alright?''

''Uuh oh yeah just some bad dreams lately no big deal.''

''Jaune it's ok you can tell me.'' She said with concern in her voice as she got everyone attention.

After he look at all his friend he just not bother to denied to argued with Pyrrha and just told her and the rest of his friends that were listening what his dreams were that he been having. ''Ok so for the past few weeks I've been having these weird dreams lately about a different world I guess with nothing but humans and no faunus or any of the four kingdom and it was called Earth not Remnant and it was a lot bigger with what seem like at least 196 kingdom. Then there some guy that look just me except he acted like Cardin when he was bulllying me.'' This shock the group. ''But it wasn't his fault from what I can tell his father would beat him and he would take all his anger out on the son and the worse thing is that his dad a cop.'' So far this was worrying the group thinking about why would a cop that a father do something like that to their own son just for being angry and why would Jaune would be dreaming this. ''But after a while there this hero name spider something I don't remember but he was this guy with spider-powers that change the bully into a better man and later on when he finish school he join the army and after going on a few missions his fellow soldier was going to be killed until he push him out of the way but got his leg blown off.''

''Jaune why would you dream something like this?'' Ruby ask worrying about him.

''I don't know but the worse thing about it is that these dreams...feel real like some how I lived through it.'' His friends are really worry now.

''And that not even the worse part... After he legs got blown off he was offer a chance to walk again and fight for his kingdom or country from what I remember with something called Project Rebirth that involve a black goo of some kind that was alive and it bonded to him as gave him his legs back and along with some other perks like he had spider-powers and other stuff like he was transform into a super hero.''

''I don't see how that a bad thing, I mean he got his legs back and he a super hero now so how that bad?'' Yang added her two cents.

''Let me finish, it's the black goo that make it worst because when he would get mad he would change into this huge thing that would make Grimm run for their lives just by seeing him and he would sometimes bite their head,arms,or legs off or even crush their skull and just kill them if he lost control of the suit.''

After that the group was very worry about their friend and they were about to say something until Jaune spoke again. ''But I guess that after spending time with the bully, the black goo change after being bonded with him for so long that all that hate and anger went away when they were out on missions fighting together, and after fighting one last battle they both made the ultimate sacrifice to save the rest of the world from being taken over by some evil queen.''

After a few moments of silence Ruby decided to ask something. ''Do you know the name that he went by when he and that black goo save the world?''

''Yeah I do...I think his name was-''

He didn't have the chance to say the name since the bell ring meaning that lunch was over and that it was time for class.

''I guess that I'll tell you guys later.'' After that he left to get ready for class leaving behind a very worry of friends.

Goodwitch class...

Right now we join our heroes in combat class with Glynda Goodwitch today that is almost over with everyone having a battle today with Ruby vs Nora, Yang vs Ren and some other ones that happen today and right now Goodwitch is about call on one final match before class end and calls...

''Would Jaune Arc and Cardin Winchester come down for the final match of the day?''

''Today my lucky day boys.'' Cardin Winchester said to his team and went to get his battle gear and weapon.

While He went to get his gear Jaune didn't hear that Goodwitch called out his name to get ready for battle since he was still thinking about that dream he had last night and that the word Flash and Venom but mostly Venom kept echoing in his head since lunch was over and it was getting louder and louder every time and he saw a image of a older version of himself wearing all black and that cover his body, his chest was cover in black body armor with a white spider covering his whole torso, his shoulders and legs grew spikes, his arms was cover in some sort of black armor, with a white patch on the back of his hands, and then his face was cover in a black mask with black lenses and he was holding two pistols shooting at some other people that were shooting at him. He was brought out of his thoughts when Ren a member of Team JNPR told him he was needed for a match against Cardin and started to leave until he ask Ren something.

''Hey Ren can I ask you for a favor?''

Few Minutes Later...

It was only a few minutes later that Cardin had already had his battle gear and weapon ready to go as he and were just waiting for Jaune to come out and it was only a few seconds later that Jaune had join them but he wasn't wearing his usual gear. He was wearing a long black sleeve muscle shirt and a black vest with a white spider on it and black jeans with black fingerless gloves with a white patch on them he was holding his teammates guns Stormflower. ''Mr Arc is there a reason why you are holding Lie Ren weapons and don't have your's?'' Goodwitch ask.

''Yes it's because my dad needed Crocea Mors to make some upgrades to it for me and I ask Ren if I could use his weapons since I know how to use firearms already.'' He lied to her because He had his sword with him but for some reason he wan- no need to use a pair a guns for this fight since for some reason he felt comfortable with them in his hands and the image he had earlier made him wanted it more and would have to remember to go down to Vale and buy a pair of guns after class.

''Alright then if Lie Ren gave his permission to you to use his weapons then it's fine for today but are you two ready?''

As they both nodded they got their weapons ready and waited for Ms Goodwitch to give the call to start.

''And Go!'' She said.

Cardin made the first move as he ran toward to Jaune getting ready to attack and strike until Jaune felt a strange felling in the back of his neck and dodge the attack as he jump over him that surprise everyone because of how he moved so fast before Cardin almost hit him and started to use Stormflower and shooting Cardin in the back that made his aura go down a bit every shot but then he stop shooting and ran to Cardin and started to punch him multiple time and everyone especially his team and team RWBY were all shock and surprise that Jaune was beating Cardin without having his aura going down one bit and still at 100% and also because of how fast he punching him, Cardin's aura was already in the yellow zone and still going down as Jaune kept punching him and dodging his attack so that's when Cardin had enough and push Jaune away from him and see his aura bar it almost to the red zone and he was piss.

''How the hell is he doing this?!''

That when Cardin pick up his weapon and was about to hit Jaune while he was down.

''But right now I'm ending this!''

As he swung his weapon down, to his and everyone yes that including Ms Goodwitch too, is that Jaune stop the attack when he caught it with his bare hand and took it away and brought his right arm back and punch Cardin in the face that send him flying into the air and crash into the wall that made a spider web design to appear in the wall and show that Cardin aura was now in the red zone.

After getting over her shock Glynda called the match. ''A-And the winner is Jaune Arc.''

Just as he was about to leave a sudden rush of pain came to his head and he fell down to his knees and held his head as he scream in pain, Glynda and his friends went to him to see what was wrong but his aura began to rise up and push them away and they all watch as his aura grew even more and more until suddenly his aura stop growing and he stop screaming as he fell unconscious and let darkness take over.

In Jaune's Head...

Jaune eyes open as he woke up and found himself in a dark place he never been before wounding what just happen.

''Where am I?'' He said wondering where he is.

''Inside your head Jaune Arc.'' Said a strange voice that sounded like a woman said to him.

''Or should I say Flash Thompson?'' Just then a red bright light came into his view and then suddenly a woman came into view she had white hair, had a red blindfold covering her eyes, she was wearing a red dress with a white spider on it. She was sitting on a golden chair with golden spider legs coming out of them and then there was a giant spider behind her with each web showing a man,woman,boy,girl, and...pig all wearing what looks like a costume that had a web design to them all except for some with a black costume.

''W-Who are you?'' He ask the strange woman in front of him.

''I am Cassandra Webb or as mostly know as Madame Web the last keeper of the Web of Life.''

''Web of Life?'' Jaune ask not knowing what the web of life is.

''Yes but I have come to you to let the rest of your soul from your past life be awaken and let you be reborn as you were Flash Thompson.''

''What do you mean reborn? What the hell is going on here first the dreams and then that strange voice in my head saying Venom and no-''

Before He could say anything else he started to remember all the dreams he had from being a scared little kid,into a bully, to a soldier, to a monster and then into a hero know as Agent Venom and then look at Madame Web.

''Those dream I've been having that was me from my past life as Flash or Venom.''

''Yes your soul from your past life have been slowly coming to your new body and now it is finally done as you're body is changing as we speak and I have someone that would like to talk to you.''

As she waved her hand a red mist appear beside her and then a figure came out of the mist and it was a man with long blond hair like his but darker with blue eyes and a beard. He was wearing all black and covering his body, his chest was cover in black body armor with a white spider covering his whole torso, his shoulders and legs grew spikes, his arms was cover in some sort of black armor, with a white patch appearing on the back of his hands. It was none other then Flash Thompson a.k.a Agent Venom.

''So your me then.'' Said Flash as he walk towards to Jaune and took a good look at him. ''You look like Parker did back in highschool puny.''

''Hey!'' Jaune pouted.

''But you have some muscle already so that good but my name is Flash Thompson or other wise know as-''

''Agent Venom.'' Jaune finish his sentence.

''Yeah that me nice to meet you bro.'' Flash said as he pull join into a hug.

After a few seconds they broke the hug and then look back at MD (Madame Web) and Jaune ask. ''What going to happen to me then is Flash is going to have this body then?''

''Nothing young one yours and Flash soul shall become one as it should have in the first place and share both mind and soul but now I have a question for Jaune Arc.''

''Yes?''

''If you were given the change to take a power that was unknown to your world what would you do with it? Would you became use it for Good or Evil?''Madame Web ask as both she and Flash look at Jaune wondering what his answer would be and after a few seconds he said. ''I would use it for good.'' He said ''I always wanted to become a huntsman in order to protect the one I care about like my dad, grandfather and his grandfather before him to become a hero to protect the weak and innocent so they can live in a world knowing that it people like us that are out there protecting them against evil and defend those that can't defend themselves.'' He said as they both look at him with a smile on their face.

''Nice speech kid no wonder why your the leader of your team.'' Flash said.

''Very nice indeed.'' She said as Jaune smile at her.

''Now then I have something that will help you on your journey.'' As she wave her hand again a black goo appear in front of Jaune and Flash as it started to form a black muscle bound creature with a white spider covering it's whole torso and the back, it also have giant eyes and it's mouth with sharp teeth and a long tongue that had some green slime off of it. This creature was know as Venom.

''So this is our new host?'' He said as he look up and down at Jaune and then look at Flash.

''Thompson nice to see you again old friend.''

''Nice to see you Venom.'' Flash said to his old partner.

''Uhhh who is this?'' Jaune ask trying to not scream at the huge creature in front of him.

''Jaune Arc I would like you to meet Venom. A Symbiote from a race of amorphous extraterrestrial parasites. The Symbiotes envelop their hosts like costumes, creating a symbiotic bond through which the host's mind can be influenced.''

''W-Well nice to meet you then Venom.'' Jaune said as he look at the huge symbiote in front of him.

''Nice to see you to Arc.'' Venom said.

''So what now? How do me and Jaune become one Madame Web?'' Flash ask.

''You will need to hold hands as I and along with Jaune's Aura combine both of your soul together.''

As they held each other hands (No homo) they waited for Madame Web to combine their souls together and suddenly Jaune aura began to appear as it connected to both him and Flash and Madame Web started to speak ''For it is in passing that we achieve immortality, through this we become a paragon of virtue and glory to rise above all. Infinite in distance and unbound by death, I release your soul, and by my shoulder, protect thee.'' As she finish the chant both Jaune and Flash started to glow bright as the white light started to feel the dark room into nothing but light and when it went down it show that there was only one person there. He was a dark blond with a darker shade of blue eyes and he was wearing the Agent Venom suit.

''Wow that was a rush.'' Jaune said as his voice was a deeper then before.

''Indeed now your soul have become one. Your skills,smarts,and strength from your past life will come back to you as will your body will change also to match it.''

''Will I lose my legs when my body change?'' Fearing that he will lose his legs when his new body change to match his old one from before.

''No you will have your legs. It just that your body will change to match your skills and combat experiences from before and after you gotten the Venom Symbiote.''

''Thank God...So what now? Do I wake up and if I do what about Venom?''

''When you wake up the symbiote will already be bonded to you and it will be just like last time except I have made a few changes to it that will help you on your journey. But right now you are needed.''

''Thanks Madame Web I don't know why or how I deserve this second chance to live but I want to say thank you and I won't let you or anyone I care about down.''

''I know you won't during your time as Agent Venom you have done many good deeds especially since you have save all of New York from the Spider-Queen and brought hope to those that you have save. Now go it is time for you to be awake and also you will need to meet your headmaster and tell him about what had happen for he will be a great ally on your journey.''

''Thank you again for this second chance... Well I'll see you soon partner.''

''See you soon.'' Venom said to him as a flash of light came into the room and then Jaune/Flash was gone.

Back In The Real World...

As his eyes open Jaune woke up in a bed in the hospital room with his team and team RWBY in the room waiting for him to wake up.

''Where am I?'' He ask starting to wake up.

''In the hospital. You pass out after you beat Cardin in your match .'' Pyrrah said to him.

''Oh right.'' He said as he got up from the bed.

When he got up he notice that he was a little taller then before and he look at all of the girls that were in the room seeing them blushing all red for some reason and then notice that they were all look at his chest.

''What wrong with you guys?'' He ask

''Damn Vomit Boy have you been working out?'' Yang said as she had a look like a predator that it gives to it's prey.

''YANG!'' Scream Both Ruby and Weiss.

''What are you talking about?''

''U-U-Uhh J-Jaune you might want to look into the mirror in the bathroom.'' Ruby said.

He nodded and went into the bathroom and lock it behind him and took a good look at himself he saw that he wasn't wearing a shirt or pants and only his boxers. He saw that his muscle grew bigger then before he had a perfect six-pack with strong arms and that his blue eyes were a bit darker then before, and his hair turn from blond to dirty blond and that he was growing a beard now.

''Ok Madame Web said that the symbiote was already bonded to me now lets test that out.'' As he said that he close his eyes and try to summon the suit like he had before and then a black goo came out and started covering his body, his chest was cover in black body armor with a white spider covering his whole torso, his shoulders and legs grew spikes, his arms was cover in some sort of black armor, with a white patch appearing on the back of his hands, and his face was cover in a black mask with black lenses. He then open his eyes and saw that he was now Agent Venom once again.

''It work I'm back.'' He said as the mask started to come off showing his face and seeing that he was crying a little.

''I promise that I will become a hero and protect those that mean the most to me and make up from my past sin and do what every I must to protect my friends.''

He was brought out of his thought when he heard a knock at the door and dry his eyes and deactivate the suit leaving him in his boxers. ''Yeah?''

''We brought you a pair of clothes.'' Pyrrah said on the other side of the door.

He open the door real quick and was handed a black t-shirt and a pair of blue jeans and a pair of black sneakers. After he put his outfit on real quick he notice that the shirt was a little too tight and would have to throw all of his old ones away and buy new ones later and exit out of the bathroom and look at his friends.

''I need to talk to Ozpin real quick.''

''No Jaune you still need time to recov-''

''No Pyrrah I need to speak to Ozpin about what happen.'' He said as he walk to the door.

The group was about to say something until Jaune said something to her and them. ''Look I'm fine but I really need to see the headmaster about what happen and I promise I'll explain later alright.''

After they all nodded he left the room but when he left the room to speak to Ozpin he shouted. ''AND YANG I'M NOT VOMIT BOY ANYMORE GOT IT!'' and continue walking leaving everyone back in the room looking at Yang as she blush a deep red like Ruby Hood.

With Professor Ozpin...

In the office of Professor Ozpin here he was battling his most mortal enemy...paper work.

''I wish there was something to get me out of this mess.''

Just then his prayer was heard as he saw that the elevator to his room was open and show that Jaune had come out of it and walk towards him.

''Ah hello Mr Arc nice to see you up and running and doing better.''

''Nice to see you to Professor Ozpin.''

''So what brings you here not that I don't mind.''

''I need to talk to you about what happen during my match against Cardin.''

''Ah yes I heard about that from Miss Goodwitch about what happen after your fight with Mr Winchester and it look to me that you know what happen.''

''Yeah you could say that.''

''So tell me what happen to you.'' Ozpin ask.

So for the next hour or so Jaune told Ozpin about the dreams that he had been having for the past couple of weeks that were actually memories from his past life as Flash Thompson and about the Venom symbiote and talking to Madame Web and everything that happen during their talk and was told to tell him because Madame Web trust him to help Jaune as he want to become Agent Venom again and to make up from his mistake from his time as Flash.

''That is a interesting story there Mr Thompson.''

''No I'm still Jaune Arc. I think since I'm in a new world with a new name and new everything I should stick with that for now.''

''Very well Mr Arc, but tell me can I see this Venom that you speak of?''

''Sure'' After a few seconds he transform into Agent Venom again and look at the headmaster face that was pure shock seeing a real life alien in front of him.

After getting over his shock Ozpin then ask. ''Tell what are your abilities when you use the suit?''

''I have Superhuman Strength,Enhanced Speed,The Ability to Climb Any Surface,Superhuman Stamina,A Sixth Sense that warns me of any dangers,Superhuman Durability,Superhuman Agility,Superhuman Reflexes,Accelerated Healing Factor,Camouflage Capabilities,Constituent-Matter Generation,Constituent-Matter Manipulation,Genetic Memory,Night Vision, and all of Venom's Memory from his previous hosts.''

''That is quite a lot of abilities you have their Mr Arc.'' Ozpin said as he listen to all of the Venom symbiote abilities.''

''I'm also a Skilled Marksman and a Skilled Combatant during my time in the army back on my world.''

''Also a soldier too?''

''Yep I was Corporal Eugene 'Flash' Thompson back when I was on the field and during my time as Agent Venom.''

''So is their anything else I need to know of?''

''My weakness in case I lose control because their were time I lost control of the suit when I was angry. The suit weakness are Loud Sounds and Fire.''

''Are you going to tell your team about this?''

''For the mean time no I think this should be a secret just between us for now, I may trust them and along with team RWBY but I don't think I can just tell them yet maybe after awhile I will tell them but not yet.'' He said as he let his mask came off showing his face.

''It is up to you when you when the time is right to tell your friends about this secret.''

''Thanks'' He said as he return to his regular clothes again. ''But I need to ask you for a favor?''

''Whats that?''

''Where can I find a good pair of guns?'' He ask as his lips started to form a smirk.

Author Note : Well here it is everyone Vale own Lethal Protector as come at last. Now I been wondering why no one ever thought about making a fanfic about Jaune as Agent Venom before? Because If you look at Flash in the comics from when he started out as Agent Venom in the beginning and look at Jaune as you could clearly see that Flash look like a older version of Jaune and I thought why not be the first one to do it. So here it is Jaune as Agent Venom. But next time on Vale Lethal Protector Jaune is going to get some new weapons and test out some new powers that Madame Web gave him and much more. Also before I work on that I want to work on the other two stories that I am working on before I post any new chapters for my other stories like Red Dragon Arc : Crossover between RWBY & Highschool DXD & Spider-Dragon Emperor : Crossover between Spider-Man & Highschool DXD. But I hope you guys like this and along with my other stories and the two new one that will be up soon I hope. But this is LividSuperior2 signing off later.