Hello everyone. I'm about to start off my version on how Flash Thompson became Agent Venom. I should warn you though that I have never read the comics, but I have seen several movies and TV shows about these characters. If I happen to mess something up, feel free to point it out. I don't own Spider-Man, the Avengers, or any of the Marvel franchises for that matter. This will be my first tie in with the Horyus.

WARNING: This first chapter will take place on September 11th, 2001, during the infamous terrorist attacks on the World Trade Center. I will likely glance over the events, but I hope to do my best to depict what the Marvel characters who live in Manhattan, particularly the ones from Spider-Man, were doing during that event. If you don't want to be reminded of the terrors of that event, then you don't have to read this.

YOU HAVE BEEN WARNED.


Chapter 1: To Be A Hero

It was a normal Tuesday morning in the month of September for the people of New York. The hustle and bustle went on as usual, with the occasional attack of a supervillain followed by the heroic deed of everyone's favorite web swinger, Spider-Man.

Near the World Trade Center, Flash Thompson was walking down the streets, hoping to get a good view of downtown Manhattan. He was looking to get a good view of Spider-Man, his idle, knowing full well that the best way to see him was from a high vantage point and what higher vantage point was there in New York than atop the Twin Towers.

"Well here we are," Thompson said upon reaching the towers. "Now to get up there and get a good…"

Flash stopped as soon as he heard a strange sound. Looking around, he spotted an airplane flying his way. One did not often see airplanes flying over New York City and this was almost as good to Flash as it seeing Spider-Man.

"Oh my god," Flash gasped as he took out a camera and started filming. "An airplane in New York…! This is so exciting…!"

The next thing everyone knew, the plane crashed right into the North Tower of the World Trade Center. The impact caused an explosion that caught the attention of every citizen and civilian in New York. Even Spider-Man, who was atop the Empire State Building at the time, was alerted by the explosion.

"Holy Shit," Spider-Man gasped as soon as he saw the explosion and raced to the scene as fast as he could.


Over in California, Tony Stark, also known as Iron Man, was up and early, testing out one of his latest suits when J.A.R.V.I.S. interrupted him. "Sir, there's been an accident in New York City."

"What do we got J.A.R.V.I.S.," Tony asked.

"It would appear that one of the World Trade Center towers was crashed into by a plane," J.A.R.V.I.S. explained as it displayed live new footage of the incident.

Tony was shocked to see this and knew what he had to do. "I'm on my way. Activate Mark 13."

On cue, Tony's latest armor, Mark 13, assembled itself around his body and he flew off the help out at the incident.


Over in Europe, the Fantastic Four were flying to Latveria in pursuit of Doctor Victor Von Doom.

"Any sign of him," said Reed Richards, aka Mister Fantastic.

"Nothing yet Reed," said Ben Grimm, aka the Thing. "We'd find him quicker if you quit asking me that."

"You have to be patient Reed," Susan Storm, aka Invisible Woman, replied. "Rome wasn't built in a day."

"I know," Reed sighed. "I just can't help but think of all the damage Doom might cause."

Suddenly, Johnny Storm, aka the Human Torch, received news about the incident in New York. "Oh my god…!"

"What is it this time Johnny," Ben sighed, having had enough of Johnny's pranks.

"The World Trade Center was struck by a plane," Johnny answered.

Everyone was horrified by the news as they looked at the footage on their screens.

"We have to go back," Reed told the others. "Make way to New York City…!"

The Fantasti-Car then turned around and made a mad dash back to Manhattan as fast as it could.


At the scene, Flash made his way towards the towers in hopes of helping in any way he could. Spider-Man was already on the scene as he used his webbing to help get people in the North Tower out to safety. Flash watched as his favorite superhero did everything in his power to help and noticed many firefighters doing their part to. All around, there were police officers barricading the area to prevent anyone else from getting hurt or interfering with the rescue.

"Alright everyone, get back," said one of the officers. "This is for your own safety!"

Flash looked around and noticed a familiar face, reporter Eddie Brock aka Venom.

"This is Eddie Brock," said Eddie. "Reporting to you live for the Daily Bugle. As you can see, the World Trade Center's North Tower has been struck by a plane. Many people are evacuating as we speak and the fire up there seems to be…"

Suddenly, everyone heard another loud sound. Looking around, they spotted yet another airplane, this time heading in from the south. Next thing they knew, it struck the South Tower of the World Trade Center, repeating the process of the first tower, but this time striking at a lower point.

"Oh my god," Eddie said upon seeing this. "Another plane has just hit the other tower! The South Tower has now been hit! It now seems that this is no mere accident, but rather an act of terrorism!"

Flash noticed a young boy who was separated from his parents just standing there as a piece of debris fell right towards him. Spider-man was on the opposite side of the building and didn't see this. Acting on impulse, Flash ran right towards the kid and moved him out of the way as the debris fell onto the ground. He managed to get the kid to safety and avoided becoming a casualty himself.

"Mommy," said the kid as he was brought to his parents.

"Thank you sir," said the mother.

"Don't thank me yet," said Flash looking at the towers. "I have a bad feeling that the worse has yet to come."

Spider-Man swung down having witnessed Flash's heroic deed. "Flash…?"

"Wow, Spider-Man," Flash gasped.

"Flash what are you doing here," Spider-Man asked. "This is dangerous!"

"I wanted to help out," Flash answered.

"And you did a great job with that," Spider-Man acknowledged. "But you can help out more by getting everybody further away from here."

Suddenly one police officer came up to the two boys and said, "Spider-Man, you are under arrest. And you sir, you are not permitted to be here."

"Sorry Officer," said Flash before pointing at the towers. "But I think you've got bigger problems to worry about than whatever we're doing."

The officer knew that Flash was right and got back to work in helping with the rescue and evacuation effort.


Meanwhile, Iron Man was flying to the incident when he got word from J.A.R.V.I.S. "Sir, the other Tower was just struck."

"Oh that's just great," Iron Man sighed. "J.A.R.V.I.S. put everything we've got into the thrusters."

"I just did," said J.A.R.V.I.S.

Iron Man then started flying faster towards the sight.


At the same time, the Fantastic Four also got word about the other tower getting hit.

"Oh no," said Human Torch. "Not the other tower…!"

"This is bad," said Invisible Woman.

"Step on it," said Mr. Fantastic

"You got it," said Thing as he accelerated the Fantasti-Car.

"I'll go on ahead," said Human Torch as he took on his fiery form. "FLAME ON…!"

Human Torch started flying as fast as he could to reach the World Trade Center and the others followed in tow.


At the sight, Flash was helping get everyone out of the area while Spider-Man helped get as many trapped citizens within the towers as possible out. All the while, Eddie was reporting what was going on for everyone to see.

"As you can see people, both World Trade Center Towers have been hit by planes, which is now assumed to be the act of a terrorist attack," Eddie reported. "There has been no sight of either Iron Man or the Fantastic Four and Spider-Man is trying desperately to get as many trapped civilians out of the towers as possible. But it seems that he may not be able to get all of them out in time."

Suddenly, another piece of debris fell from the towers and headed right for Eddie.

"Eddie," said the camera man noticing the debris.

"Oh my god," Eddie gasped upon noticing the debris as well.

Acting on instinct, the Venom symbiote surrounded Eddie and was able to block the debris just in time. But doing so turned Eddie into Venom once more. Almost immediately, Venom noticed Spider-Man trying to get everyone out and rather than trying to help, he went up to Spider-Man and attacked him.

"Spider-Man…!"

"Venom," Spider-Man gasped, his spider sense detecting Venom before he attacked.

Spider-Man evaded the attack and sent Venom flying back down to the street below before following. Once he reached the ground, he immediately confronted his black nemesis one on one with everyone watching.

"I don't have time for this Venom," said Spider-Man. "So do everyone a favor and go back to being Eddie."

"No," said Venom. "You made a mockery out of me. So you must pay."

Venom then lunged at Spider-Man faster than he could react and crashed them both into the South Tower where the rescue effort was trying to get many people to safety. Moments later, the superhero and supervillain got back to their feet and faced each other in a one on one match while everyone else was running out of the building.

"Stop this Eddie," Spider-Man told Venom. "This building was hit by a plane and this fighting isn't helping. It could collapse any minute now and when it does, we'll be buried underneath it."

"All the more reason the knock you out while we're in here," Venom gloated. "When the building collapses, the Friendly Neighborhood Spider-Man will be nothing more than a forgotten memory."

Just then, something came out of nowhere and hit Venom on the head. Both Venom and Spider-Man looked and saw Flash Thompson with several pieces of debris in his arms as he threw them at Venom.

"You leave Spider-Man alone," Flash threw another piece of debris.

"Flash, get out of here," Spider-Man shouted.

"Not without you, Spidey," Flash replied.

"Stupid kid," Venom lunged at Flash, but Spider-Man saw this and shot taser webs at the symbiote monster, stunning him momentarily.

"Run Flash," said Spider-Man.

But Flash wasn't going to leave his idle to fight Venom by himself with the building ready to collapse. Looking around, he noticed a fire alarm and got an idea. He ran right toward the alarm and activated it, sending out a loud sound throughout the building. The loud sound caused the Venom symbiote to react and start removing itself from Eddie. When he noticed this, Flash charged at Eddie and pushed him back out of the building and onto the streets outside.

Spider-Man, forgetting about the symbiote, ran out of the building and headed to where Flash and Eddie were. Eddie was unconscious while Flash stood there feeling like he had just saved his favorite superhero.

"Hey, Spider-Man," Flash called out. "I took out Venom. How cool is that?"

Spider-Man walked up to Flash before saying, "Not bad Flash, but you almost got yourself killed!"

"Except for the part where I didn't," Flash replied.

Flash then noticed the Venom symbiote crawling around, trying to get to another host. Spider-Man noticed this to with his Spider Sense.

"Oh, no you don't," Flash recklessly charged at the symbiote, not realizing what he had just done.

"Flash, no…!"

Flash then stomped on the symbiote, trying to squish it. However, doing so only made things bad for him as the symbiote started to attach itself to Flash.

"Uh-oh, bad idea," Flash gasped as he was surrounded by the symbiote and turned into Venom himself.

Spider-Man was horrified that Flash had turned into Venom. Acting quickly, he used his webbing to try getting the symbiote off of him. One thing he noticed was that Flash's form of Venom was different from Eddie's. But he didn't have time to observe as time was running out in more ways than one.

"Flash, can you hear me," Spider-Man asked.

"I think so," Flash said through Venom.

"You have to get that symbiote off of you, and fast," Spider-Man told him.

Spider-Man and Flash then noticed something. The top of the World Trade Center South Tower was beginning to move which meant only one thing.

"There's no time," Flash told Spider-Man. "The building's collapsing…! We have to get out of here…!"

Knowing that now wasn't the time to argue Spider-Man picked up the unconscious Eddie Brock and swung to safety atop one of the other buildings. Flash was about to follow until he noticed the same mother and child he helped earlier just lying near that same building. Noticing that the mother was injured, he rushed towards them and shielded them as the tower collapsed.

As the tower collapsed, it broke apart into tiny dust particles, covering a large area in a thick cloud of dust.


Up in the air, Iron Man and the Fantastic Four Finally arrived at the scene, only to discover it was too late to save one of the towers.

"Oh no," said the Human Torch.

"J.A.R.V.I.S., what's the damage here," Iron Man asked

"The South Tower was hit by United Airlines Flight 175 and has collapsed into a cloud toxic dust as a result of burning for 56 minutes," J.A.R.V.I.S. answered. "I estimate that we have less than 30 minutes before the North Tower also collapses."

"Is there any way to stop the tower from collapsing," Iron Man asked.

"I'm afraid the fire inside the tower has been burning for far too long sir," J.A.R.V.I.S. answered. "Saving the tower is no longer an option."

"Great, more good news," Iron Man sighed.

"Tony is there a way to save the North Tower," said Mr. Fantastic.

But Iron Man explained to Mr. Fantastic about the situation.

"But there has to be a way Tony," Human Torch said frantically. "If we can just work together, we just might…"

"Johnny, there's no time," Invisible Woman informed her brother. "The longer we wait the more time we waste and the more individual lives that are lost."


On the building while Iron Man and the Fantastic Four join the rescue operation, Spider-Man looks down to where Flash was and calls out his name. Moments later, Flash still wearing the Venom symbiote emerged from the cloud carrying the mother and son in his arms, landing atop the same building. Both were passed out from the shock of seeing the South Tower collapse before their eyes, the fact that Venom was saving them didn't help, but that made it easier for Flash to get them to safety.

Spider-Man was surprised. "Flash, you saved these people? But you have the Venom symbiote on you!"

"I know," Flash agreed. "I'm surprised to. But I think it's time to get this thing off of me…!"

Overhearing the conversation, Iron Man and the Human Torch appeared on the scene.

"Glad to hear that kid," said Iron Man before activating a pair of loud speaker attachments on his suit.

The sound these speakers made was so loud that the Venom symbiote could not deal with it. The Human Torch then joined the party and unleashed a flamethrower blast on the roof that surrounded Flash, causing the symbiote to react even more until if finally came off. Once off, Iron Man sprayed liquid nitrogen on the flames, putting them out, before Spider-Man used a special device that captured the symbiote, trapping it inside a glass container. With the symbiote off, Flash fell to the ground, passed out, Spider-Man catching him before he hit the floor.

"Okay, now that Flash is okay, is there a way for us to save the North Tower," Spider-Man asked his fellow heroes.

"I'm afraid not kid," Iron Man told him the grave news. "There's too much damage to the structure. All we can do now is save as many lives as we can."

Spider-Man didn't like that, but realized that Iron Man was right upon looking at the building, knowing how long it had been since the plane crash. The three superheroes then joined the effort to save as many as they could.

Moments later, the North Tower collapsed and the cloud of dust got bigger, the area covered by the cloud spread. Spider-Man, the Fantastic Four, and Iron Man cleared the area before this happened and watched in horror as the once great World Trade Center disappeared before their eyes. Flash woke up momentarily to see the North Tower collapse before his eye before it was lights out again.


All around the city and the surrounding cities, everyone was devastated by the destruction of the World Trade Center, even the superheroes and supervillains. Norman Osborn aka Green Goblin, Otto Octavius aka Doctor Octopus, Curt Connors aka Lizard, Max Dillon aka Electro, Aleksei Sytsevich aka Rhino, Morrie Bench aka Hydro-Man, Flint Marko aka Sandman, Adrian Toomes aka Vulture, Wilson Fisk aka Kingpin, Felicia Hardy aka Black Cat, Pepper Potts, May Parker, Stan Lee, even Cletus Kasady aka Carnage known for mass murder was devastated. And it wasn't just the New Yorkers who were devastated. Everyone across the country was affected by the news.


Sometime later, Flash woke up in a hospital room where he was being treated by a young doctor who seemed a little older than Thompson.

"Where am I," Flash asked the doctor. "Who are you?"

"I'm Dr. Jane Foster," Jane answered. "You're in the Mount Sinai Beth Israel hospital, along with many others."

"Many others," Flash asked, remembering the attack and destruction of the World Trade Center. "How many lives were lost?"

"The number is nearly 3000," said Jane gravely, which socked Flash. "Almost all of them were victims and only 19 were terrorists."

Flash looked down at his bed. To hear that so many lives were lost in this terrorist attack on the United States. He looked around and noticed a picture of Jane and whom he assumed was Thor, the Thunder God, but he didn't really care. All he could think about was all the lives he and his idle could have saved had it not been for Venom intervening.

It was then that Flash made a decision. "I'm going to join the military."

Jane was caught off guard upon hearing this. "Are you crazy kid? After all that's happened, you want to join the military? You barely survived being killed by one of New York's worst supervillains as well as being possessed by it. Not to mention you were there when the Twin Towers collapsed!"

Flash said nothing as he heard Dr. Foster out, knowing from the tone of her voice that she was being serious.

"You just graduated from Midtown High this summer Eugene Thompson," Jane continued. "You have a chance to start your own path, a path that could lead you to a good life, a peaceful one. We have plenty of soldiers out there, not to mention a whole monopoly of superheroes, to protect us. You don't have to be part of that group."

Flash sighed. "So what, I just sit here and do nothing while others risk their lives out there, especially my main man Spider-Man?"

Just then, Flash's former classmates, Peter Parker, Harry Osborn, and Mary Jane Watson entered the room.

"Flash," they all said.

Flash was surprised. "MJ, Osborn, Puny Parker? What are you guys doing here?"

"We were worried about you," Peter answered.

"Yeah, we saw you on TV," Harry added. "You were battling Venom alongside Spider-Man while the World Trade Center was collapsing!"

"We know you've been known for being an overall jerk to everyone in Midtown and a massive fan of Spider-Man, but that was just crazy," Mary Jane said sternly. "You could've been killed…!"

Just then a news bulletin came in.

"We interrupt this program to bring you this important news bulletin," said the reporter on the TV. "Arrested today was reporter Eddie Brock known more famously as Venom who was spotted at the scene where the World Trade Center came crashing down. It would seem that the black arch nemesis of Spider-Man was in a major battle with the web swinger while the South Tower was getting ready to crumble away. Luckily, no one was hurt by the battle, but sadly that didn't stop the tower from crumbling to dust. Iron Man and the Fantastic Four arrived to help out, but they had arrived too late to save the tower and they along with Spider-Man didn't even bother to save the North Tower. When questioned, they each had this to say."

"The Tower was too badly damaged by the time we got here," said Mr. Fantastic. "Even if we tried, we probably would've made the situation worse and caused the tower to crumble much faster."

"I may be strong, but I doubt even the Hulk could stop either of those towers from crumbling to dust," said the Thing.

"Oh man," the Human Torch sighed. "Normally I'd be in my cheerful mode and be as "immature" as my teammates say I am, especially my sister, you know Invisible Woman? But right now I'm just depressed that our beloved World Trade Center was devastated by unknown terrorists."

"I think Mr. Fantastic said it best," said Invisible Woman. "The Tower was too badly damaged and we arrived just too late to save it."

"If I had known that this was going to happen, I would've had a series of nanites go in there to stabilize the building much sooner," said Iron Man. "But I don't think anyone had any idea that this could happen."

"This is the saddest part about being a hero," said Spider-Man, feeling sorry for himself and everyone lost their lives. "You can't always save everyone or everything. I was the first superhero at the scene, but as you can see, I was pretty ineffective. I helped save a lot of lives, but I wasn't able to save the Twin Towers."

"However our editor-in-chief J. Jonah Jameson said this in response," said the reporter.

"Spider-Man is a menace to society," Jameson said to the camera. "It's bad enough that he decided redirect those planes into the World Trade Center to prove it, but he also got in the way of both Iron Man and the Fantastic Four! Just look at him lying through his mask about his efforts to save the civilians trapped inside! I know you're out there you wall-crawling menace and one day you're going to pay…"

Peter put the TV on mute as a way to shut Jameson up, much to the relief of everyone in the room.

"Oh please," he sighed rolling his eyes

"Jameson, what does he know," grunted Flash.

"I'm starting to think he's saying all of these things about Spider-Man on purpose just to get attention," Mary Jane added.

"Yeah, well what can you do," said Harry.

"I know what I'm doing," Flash announced. "I'm joining the military."

Now it was Flash's "friends'" turn to be caught off guard.

"Flash are you crazy," Peter questioned, accidentally turning the volume back on.

"And so there you have it," said the reporter. "The World Trade Center is gone, Iron Man the Fantastic Four and Spider-Man did everything they could to help, and now everyone is taking their time to morn for the loss. Will we ever recover from this traumatic event or will our society fall just like the towers? Only time will tell. I'm Audrey Timmonds reporting from Downtown Manhattan."

Peter then turned the TV off and continued what he was saying to Flash. "Really Flash, the military? That's got to be the worst idea you've ever had!"

"Yeah Flash," Harry agreed. "You could get seriously injured from the training alone, never mind an actual battle! Don't even get me started on how many people's lives were lost on the battlefield! Captain America and Bucky Barns during World War II for instance!"

"It's bad enough that you threw yourself into ground zero of today's terrorist attacks and fought venom," Mary Jane added, "but now you want to throw yourself out of the frying pan and into the fire?!"

"Maybe I am crazy," Flash told them. "But there are a lot of people out there fighting for our country and a lot of lives were lost because a lot of people did nothing! I'm not going to sit around here while others sacrifice their lives for me or anyone else in our country for that matter! I want to be a hero, just like Spider-Man, and he would never sacrifice anyone's life just to save his own! He'd sacrifice his own life to save others, because that's what heroes do!"

Peter was shocked to hear Flash talk so nobly about Spider-Man. He knew that he himself was the wall crawling web swinger's true identity, but hearing his high school bully praise him without him even knowing about it surprised him.

"Alright everyone," said Jane Foster. "I must ask the rest of you to please leave the room. I need to do some scans on Mr. Thompson to see if there's any trace of the Venom symbiote still inside of him.

"How did you know about that thing," Peter asked.

"Spider-Man told me when he brought Mr. Thompson in," Dr. Foster answered.

Peter, Harry and Mary Jane then left the room so that Dr. Foster could examine Flash. As they headed to the entrance of the hospital, Peter looked back to Flash's room and muttered, "If you only knew Flash, if you only knew."


Back in the room, Dr. Foster continued her conversation with Flash. "Now about your decision to join the military Thompson," she continued, "you're friends aren't wrong. You'll be throwing yourself out of the frying pan and into the fire if you join them. You may be forced to do things you don't want to do, and that includes killing innocent people if or when your superior officer orders it."

Flash sighed before saying, "I guess, but like I said, I'm not just going to sit here and do nothing while others risk their lives. Besides, Spider-Man would never sit by and let others do the fighting while watching from the sidelines. He'd go in there and help stop the fighting."

Realizing that Flash's mind was made up, Dr. Foster sighed, "Fine I can't stop you if you want to do that, but right now I need to examine you for any traces of the symbiote."

Jane then got to work on the examination.


As the days went by, Flash went through several scans for the Venom symbiote, all of which turned out to be negative. All the while, many heroes and even villains joined in the effort to search for any survivors of the terrorist attacks now dubbed 9/11. Their efforts proved fruitful for several families who were directly affected by the attack as at least one of their members was inside the one of the buildings at the time. However, there were many families whose members would never be seen again.

Flash was soon let out and saw that the after effects of the attacks were still affecting everyone. As usual, there were many who believed J. Jonah Jameson's word and began to blame Spider-Man and even Iron Man for the destruction of the World Trade Center. The Fantastic Four tried to keep them under control, but even they were soon put into the blame list. However, those who were saved directly by them were thankful for all they did and knew that no one could have been prepared for this.


At the moment, Flash was at ground zero of the 9/11 incident where Captain America was giving out a speech for everyone to hear.

"Attention everyone," Captain America said. "We have all gathered here today to commemorate the lives of all those who were lost during the 9/11 attacks. I regret to say that while many lives were saved, there are now many we will never see again, their lives cut short by this terrible event. When Pearl Harbor was attacked back in my day, I thought I had seen the worst attack on our country with over 2400 dead. But now that record has sadly been broken by this attack with nearly 3000 lives lost. Not to mention the kaiju attack three years ago. My biggest regret was that there was nothing anyone could do to stop this. And so with a heavy heart, let us remember our loved ones who were taken from us by this event."

Everyone saluted to those who were lost as memorial music was played.


A while later everyone else had gone home, but Flash was still there looking at the area where the World Trade Center once stood. He didn't know what would happen, but he knew that he wanted to make a difference and he was going to do it.

Just then, he was approached by Peter who was still worried for Flash's safety. "Flash, you're still here?"

"Oh, hay Pete," Flash greeted Peter.

Peter then looked at the sight and said, "You're still going to join the military?"

"Yeah," Flash confirmed. "I want to help make a difference, and I can't do that by staying here in New York. Besides, someone has to help hunt down and capture whoever it was that caused this disaster. I want to make sure that this disaster doesn't happen again. And above all, I want to be a hero, just like Spider-Man."

Peter, still not revealing Spider-Man's true identity, realized that Flash had a point and told him, "Well, just be careful out there Flash. And remember, if you ever do come back, we're always here."

"You've got it Pete," Flash then shook hands with Peter, ending their long bully/victim relationship.


And that was chapter 1 of this fanfiction. For those who are still scared by the 9/11 event even after all these years, I apologize for reminding you of this event. I hope I did a good job portraying these character. I'm almost positive I got J. Jonah Jameson down perfectly. If I didn't, feel free to point it out. The next chapter will focus on Flash's time in the US military. Stay Tuned.

PS: This chapter is dedicated to all those who were directly affected by the attack all those years ago. I'm sorry if I brought back any bad memories. This is also dedicated to the late, great, Stan Lee, who made all these Marvel characters.

Chapter 2: United States Military Academy