AN: Greetings every one. If you are an existing follower of my work, I am glad you are reading this new story. For everyone else thanks for stopping by. Just a viewer discretion warning. This is going to a relatively mature story line with it's fair share of violence and swearing. You have been duly warned. Now without further ado, enjoy.

Chapter 1

ULTIMATUM had succeeded, for the most part. The globalist terror group was almost done securing the U.S high security facility titled DoD Controlled Access To Acquired Other-worldly Military Based Sciences Warehouse, but everyone who worked there just called it The Catacombs. The massive underground facility, guarded by the U.S. Air Force, stretched out for several miles across several floors, and housed all of the alien technology that the United States government had acquired since the 1950's. ULTIMATUM was there in order to get as many assets in order to help in their fight to remove national governments and establish a world order. The white clad soldiers with black berets, body armor, and sunglasses were fighting the last holdouts of airmen that were guarding the warehouse.

A squad of ULTIMATUM foot soldier, using mainly M4A1 carbines, were in one such fight right now.

"Suppressive fire." Yelled the squad leader, a man named Mason.

An automatic rifleman armed with a M249 SAW began to fire an extended stream of bullets. The two remaining airmen, armed with old M16A2s, quickly ducked behind cover. Unfortunately, the man with the SAW had loaded it with tungsten cored armor piercers. The cover they were behind was quickly chewed apart. The two service men screamed in pain before the thunderous fire from the SAW died down. Blood began to seep into the hallway.

"Jake, cease fire." Mason ordered.

The man with the automatic rifle took his finger off the trigger. The five man ULTIMATUM squad moved forward. Eventually they peak around the corner one of the airmen fired at them with his M16. The soldiers quickly backed off. When the assault rifle emptied its magazine, shorter pops from a 9mm M9 began to sound off.

"You mother fuckers better stay away." Yelled the injured man.

Mason knew that the fight was more or less over, but he wasn't going to put people in unnecessary risk. "How about this." Mason started. "You surrender. We'll patch you up. You get to live when we leave." Mason offered.

"Fuck You." The man responded promptly.

Carl shrugged. "Kill him Jake."

"Got it." Jake said. He fired another burst from his M249 though the cover where the airmen was and the sounds of a man choking on his own blood from internal bleeding and trauma filled the hallway.

Eventually the sounds stopped. The ULTIMATUM team advanced forward and checked on the two airmen. Both were now dead. Their bodies had multiple puncture wounds. The blood began to pool around their bodies from downward facing bullet holes. That was the only way blood could leave their bodies because their hearts were no longer pumping.

Mason looked around and took in his surroundings. The airmen were guarding a steel security door, locked by a card reader. The door was titled Organic Containment Wing.

"Jake. What do you think about this?" Mason asked as the rest of the squad formed behind him.

"More stuff for us to steal." Jake said nonchalantly.

"We've taken over this whole facility. What keeps two guys fighting, when there is no hope to win?" Mason asked.

"The zealot nature of a soldier?" Jake offered.

"Maybe." Mason conceded. "Or, the thing behind the door here is so dangerous or valuable, it's worth protecting to the death." He finished.

Mason rummaged around the multiple pockets of the dead men at their feet, and eventually came across a security badge. He quickly swiped the badge through the terminal connected to the door and it promptly 'wooshed' open. Through the doorway was a number of empty rooms that resembled walk in closets. All of the doors except one were closed. The ULTIMATUM squad moved into the room toward the now open door.

Mason handed the security badge to one of his men with an M4. Two of the foot soldier got on either side of the door. One swiped the key card in and the door opened. The two men by the door rushed inside. What they found was a man white red hair and wearing a blazing orange t-shirt and sweatpants with the word 'Detainee' in white going down the pant leg, and the word 'Kasady' in the corner of his shirt. The man was laughing hysterically.

"Who are you?" One of the foot soldiers asked. The rest of the team was peering into the room now.

"Can't you read? My name's Kasady. Cletus Kasady. And you're dead men." Cletus said with joy.

Red and black slime began to ooze over Cletus's body. It formed into claws on his hands and created white eyes and fangs over his face. He launched himself at the two men in the cell with him, slashing at them, blood spraying over the wall. A third man in then began to fire his M4 and Jake began to unload his M249 into the cell with the intent of killing Cletus. Cletus fired a number of sharp flechette out of his hands, striking the two men shooting at him. The bullets bounced off Cletus's body harmlessly. The flechette embedded into the shooters bodies though, penetrating and killing them. With the rest of his squad dead at Cletus's feet, Carl reaching for a radio on his belt.

"Alert. Cletus Kasady is in The Catacombs. Cletus…AHHHHH." Carl shouted into the radio as a red spike impaled him through his chest cavity.

"Not Kasady. CARNAGE!" Carnage screamed.

In orbit above the Earth's surface the Pym Particle shrunken headquarters of the Secret Avengers, The Lighthouse, looked steadily down at the planet it protected. Inside, on a gym mat that was in the workout area, two people sparred. One was a tall and beautiful female, with long blonde hair, who wore a black sports bra and tight black running shorts. The other was a well-built man with short dirty blonde hair, wearing a grey t-shirt with the word 'Army' across it and black track pants.

The man was Eugene 'Flash' Thomson, known as Agent Venom, a former black ops soldier for the U.S Army. The woman was Valkyrie, an Asgardian goddess and warrior. Both were members of the Secret Avengers. They were also dating, though Valkyrie called it a courting dance, and Flash didn't really want to put a label on it. At the moment they were both rolling around on the mat, wrestling and trying to get to a position of dominance.

Flash was currently on the bottom. They had their arms wrapped around each other's upper bodies trying to keep them from moving too much. Flash knew he needed to escape, or else Valkyrie would eventually win. He knew that all he had to do was get on top, and then he could go for a submission.

Flash wrapped one leg around Valkyries, he then push the other leg to the outside of the struggle and used it to push himself to cause himself to roll over on top of his opponent. From there, he held on while Valkyrie struggled beneath him. Flash figured that she was surprised, because normally she was always on top. Eventually her struggles had less energy, and moved to grasp her left hand and move it above her head. He followed up by using his left hand to reach over and grab her pinned wrist, and repositioning his right arm underneath her left, and grabbed his own wrist. To finish the fight, he then just pulled down, causing pain.

Valkyrie then began firmly tapping on Flash with her hand. Flash got up, and smiled. He was sore. He was sweaty. He was tired. He had won. In a show of comradery though, he stuck his hand out and helped Valkyrie to her feet.

"Congratulations Flash. You have bested me." Valkyrie said approvingly.

"Yeah. Not often that happens." Flash said happily.

"I could tell you were excited and pleased with yourself." Valkyrie said smirking.

Flash realized at that moment with horror that he had been erect near the end. He then realized that, given that they had been wrestling and rolling around, Valkyrie surly would have felt it. He started to feel the heat rising in his cheeks, but all he could do was smile.

"I'm glad that you appreciated it." Even though he was embarrassed as hell, he was going to try and be confident about it, instead of awkward.

"How are your legs?" She asked.

"Their fine." Flash said casually. When he was still enlisted, an IED took of his legs. As part of Operation Rebirth, the project that bonded Flash with the alien symbiote known as Venom, the U.S. government provided him with Life Model Decoy leg prosthetics. They looked real, and felt real, even to Flash. But every once in a while, when he was by himself and thinking, he remembered how much losing his legs traumatized him at first.

A beeping from their Avenger's ID card came from nearby gym bags. They both looked two each other and went over to them and turned them on. The sullen look of Hawkeye showed up on the small screens.

"What's up?" Flash asked.

"You got a mission." Hawkeye responded. "ULTIMATUM is attacking a U.S. government storage facility, and due to the nature of the items in the facility, they requested help."

"We do not have our regular allies. We will not be as strong as usual." Valkyrie said.

"I know we haven't been the same sine we lost Eric O'Grady, and Beast is busy at the Xavier Academy, but this is a serious situation." Hawkeye said firmly.

"Don't worry. We can do this." Flash said. His time as a soldier instilled a 'can do' attitude despite difficult situation. In his mind, if there isn't anything good about the situation, you just embraced the suck, and went back for more.

"Great. I'll send you the details and you guys can go over them on the way to the facility." Hawkeye said with a slightly annoyed tone.

Valkyrie picked up on this. "What is bothering you friend?" she asked kindly.

"Everyone is going and doing stuff. Spider-Man and Black Cat called a few hours ago to hit a Kingpin lab. You two are going to stop this catastrophe. And I'm just sitting here. It's boring." Hawkeye complained.

Flash grinned. "Well you are doing a wonderful job holding down the fort." He said cheerfully.

"Ughhh." Hawkeye groaned before disconnecting.

Flash looked over to Valkyrie.

"Looks like we have a fight to prepare for." Valkyrie said happily.

AN: For fans of my spider-man story, I hope you enjoyed the reference. It's the same universe, but don't expect crossovers at this point. Fun fact, I spent about a half hour staring at my screen trying to work out the CATAcOMBS acronym ('Acquired' forms the second A and C). Last note, the move that Flash used to beat Valkyrie is an Americana Armlock that is used in Brazilian Jiu Jitsu. I Hope you all enjoyed. Remember to review and tell me what you liked so I can try to more of that stuff.