Hello and welcome to chapter 3. Last time, Flash Thompson entered the United States Military Academy and met several other people including Andrea Benton, Santos Sabino, and Duncan Matthews. They along several other recruits met up with Maria Hill and she informed them about Project Rebirth 2.0. At the same time, Hydra abducted Eddie Brock and Cletus Cassidy in order to do experiments on them. Now Flash and his fellow recruits are about to start their training at Fort Benning.

Now be warned that I had no knowledge on military training so I had to do extensive research on the subject, which is one of the reasons why this chapter took so long, not to mention I had no one to proofread this. Now I had to take a lot of material from the series The Making of a Soldier just to get it right. Even so, I'm sure I butchered some of the finer details so this chapter will probably look like swiss cheese and if it is, bear with me.

PS: This was the most difficult chapter in this fanfiction I had to write because of all the extensive research I mentioned above.

Warning: Nudity and Gore!


Chapter 3: Boot Camp

It was midnight at the USMA and Flash, Duncan, Baski, Olson, Senus, Andrea, Partricia, Santos, Joe, Danny, and Donna had packed up their things. They were all in line to board a bus that would take them to the nearby Stewart International Airport. They had all packed up their things, knowing full well that this was going to be a long 22 weeks of training in the One Station Unit Training once they reached their final destination of Fort Benning. All around them, many other cadets were also boarding busses heading for the same place as they were.

As they boarded, Flash and his fellow cadets were greeted by Commander Hill, who would be joining them on their way to Fort Benning and personally oversee their training. Once everyone was onboard, they all found a seat and sat together. Flash sat with Santos, Andrea sat with Partricia, and Duncan sat with Donna, and so on and so forth. Once everyone was seated, the buss was off and they all got their last look at the United States Military Academy as they drove away.

As they drove, Maria took her time to explain what was going to happen once they reached Fort Benning. "Alright everyone, listen up. Once we reach Fort Benning, things are going to get tough, so you'll have to be tougher in order to survive the experience. You'll be tested in your physical abilities, your courage, your intelligence, and your judgement. Make one false move and you're as good as dead. Do I make myself clear?"

"Yes Ma'am," everyone told her.

"I can't hear you," said Maria.

"YES MA'AM," everyone shouted.

"Good to hear," said Maria.

Moments later, about half an hour after leaving the United States Military Academy, the busses arrived at Stewart International Airport. Once the busses parked, everyone got up and got out of them and made their way into the building with their things, staying together to ensure that nobody got lost. Flash, Duncan, Baski, Olson, Senus, Andrea, Partricia, Santos, Joe, Danny, and Donna all followed Maria towards one plane in single file. Flash was closest to Maria on one end of the line while Duncan was at the other end of the line, not liking that at all.

Eventually, the cadets arrived at their plane, which was a simple Boeing 737 jet and began boarding it one by one. Once inside the plane, everyone got into their seats, all of them sitting together. Flash sat with Santos, Andi sat with Partricia, Senus sat with Olson, Donna sat with Danny, Baski sat with Joe, and Duncan sat with Maria so that she could keep an eye on him.

"What do you think will be in store for us once we reach boot camp," Andrea asked.

"I don't know Andrea, but I have a feeling our time there will not be pleasant," Partricia answered.

"You guys can stop calling me that," Andrea told Partricia. "Call me Andi. Everyone back home calls me that."

"If you say so, Andi," Flash agreed.

Once everyone was seated in their seats, the plane took off and made its way to their next destination, Hartsfield–Jackson Atlanta International Airport.


In Manhattan, Spider-Man was out on patrol late that night. He had gotten word that there was a bank robbery in progress and was on his way to track down and capture said robber before he got away. Along the way, a certain lady wearing black spandex was also on her way towards the crime scene.

"Hello Spider-Man," said the lady.

"Been a while Black Cat," Spider-Man replied. "What are you doing up so late?"

"I could be asking you the same thing," Black Cat answered. "I heard that there's a bank robbery."

"Yeah ever since 9/11, the number of crimes has only escalated," Spider-Man agreed. "I'm on my way to investigate the crime scene."

"Well sugar, I'm going with you," Black Cat winked.

Upon arrival Spider-Man and Black Cat were expecting to see police officers either battling the robber in a gunfight or all knocked out. What they didn't expect to find was just about every police officer lying dead on the ground, literally. What made it even worse was that all of the dead police officers had an eerie glow from inside their heads, making them look like jack-o'-lanterns.

"What the hell," Spider-Man gasped.

"What happened to them," Black Cat gasped.

"I don't know, but I'm going to go in there and find out," Spider-Man then went in for a closer inspection, Black Cat followed in suit.

The two heroes, or antihero in the case of Black Cat, got a closer look at the corpses and found out what was going on. Upon closer inspection, they saw that the top of each police officer's head was carved open just like a pumpkin on Halloween. What was even more disturbing was what they found inside. There was a candle in the center of their brain cases while their brains had been removed all-together. This sight really grossed out Spider-Man, but grossed out Black Cat even more.

"That is disgusting," Black Cat gasped.

"Yeah, no kidding," Spider-Man agreed.

"Who could have done this," Black Cat asked.

"I have a feeling we'll find out eventually," Spider-Man answered. "We'd better get inside and look at the security footage. Maybe we can find our answers in there."

The two then went into the back and made their way to the security room. As they walked they found more victims of the mysterious killer with their heads again looking like jack-o'-lanterns. Upon entering the security room, the looked at the footage of what happened there and saw something.

In the footage was a man with suit and cape similar to those of Mysterio and Hobgoblin, but with a jack-o'-lantern for a head, riding what appeared to be a flying broomstick? Next thing they knew, the mysterious figure threw what appeared to be pumpkin bombs into the bank, explaining how the bank walls were destroyed. The figure then started slaughtering every person in the back, employee and security guard alike. The police eventually arrive to stop the ongoing onslaught, but they to fell victim to this killer. Once everyone was killed, they then saw the gross scene where the individual started covering open the heads of his victims, jack-o'-lantern style, scoop out their brains with a pumpkin scooper, and finally placing a candle inside their now empty skulls, making them all look like jack-o'-lanterns.

"I am never going to look at jack-o-lanterns the same way again," Spider-Man put his hand on his mask-covered mouth while Black Cat felt like vomiting.


Elsewhere in Manhattan, the mysterious figure in the security footage arrived at a secret location in the city. Upon his arrival, he was approached by a masked man in a business suit, who looked rather pleased behind his mask.

"Welcome back, Jack O'Lantern," said the masked man. "How was your mission?"

"Rather boring," said Jack O'Lantern. "Those police officers and security guards weren't much of a challenge, but it was nice taking out their brains and replacing them with candles to make them look like jack-o'-lanterns."

"Don't you worry boy," said the masked man. "I have a feeling that sooner or later, you'll get your challenge."

Jack O'Lantern smiled inside his pumpkin helmet.


At Hartsfield–Jackson Atlanta International Airport, the plane that Flash and his fellow cadets were in had finally arrived at its destination after a long flight that lasted 4 hours and 45 minutes. Flash and the others took their time to get some sleep during the flight, but upon landing, they all woke up and made their way out of the plane, carrying their luggage as they followed Maria towards the bus stops.

"Alright recruits, listen up," said Maria, getting everyone's attention. "We're about to board a bus that will escort you towards your final destination at Fort Benning. Once we're there, the real training will begin. Be warned though, once we reach the area, you will undergo several trials in order to join the US Army before the actual training begins. Some of you might not even survive the trials so if you want to back out, please do so now."

Again, no one said anything.

"Good," said Maria. "Now everyone, aboard the bus and we'll be getting underway."

"Yes Ma'am," said all the cadets as the bus arrived and they all entered single file once more.

Like on the plane, they each sat with one another. Once again, Flash sat with Santos, Andi sat with Partricia, Senus sat with Olson, Donna sat with Danny, Baski sat with Joe, and Duncan sat with Maria. Sitting with them were other young cadets which included Bennett Shan, Cherry Amaro, Herrero Brevoort, Russo Olivetti, Hayes Mendoza, Emmie Stevens, and Emmett Ketcham. When everyone was seated, the bus drove off to Fort Benning. As the bus drove, Maria made sure to tell everyone what would be instore for them once they reached the place.


An hour and a half later:

After a long drive, the busses finally arrived at Fort Benning and everyone departed the busses and made their way into the place just as the sun arose. It had been a long trip for all the cadets and they needed to get some sleep, but there were a few more things they needed to handle first before they entered the 30th Adjutant General Reception Battalion HQ, where all new recruits were received.

Upon their arrival, Commander Hill exited the bus while a drill sergeant entered and began explaining what was to be expected while they were there.

"Alright new recruits listen up," said the drill sergeant. "The only thing I wanna hear from you at this point is, "Yes, drill sergeant" or, "No, drill sergeant." Do you understand?

"Yes, drill sergeant," said all the new recruits.

"When I tell you, you will pass your folders to the front," the drill sergeant explained as folders were handed out to the recruits.

Outside, Commander Hill was standing by silently as she watched the new recruits get their first taste of what they would be in for at the post. She knew that if they were going to take part in Project Rebirth 2.0, or just be in the army in general, in 22 weeks' time. Moments later, the recruits emerged from the bus one by one, carrying their luggage with them. They then made their way inside where they were greeted by another drill sergeant who would be serving as their main drill sergeant for the deration of their stay.

"Good morning new recruits," said the sergeant.

"Good morning drill sergeant," said all of the new recruits.

"I am Sergeant Cal Henrikson," Cal introduced himself. "I will be your main drill sergeant throughout your stay here at Fort Benning and you will all refer to me as drill sergeant, am I clear?"

"Yes, drill sergeant," said all of the new recruits.

"I can't hear you," Sergeant Henrikson ordered.

"YES DRILL SERGEANT," all the new recruits shouted.

"Now you all better listen up because I promise you, if you don't pay attention to what I'm about to tell you, you're going to make your army career very short," Sergeant Henrikson started giving the new recruits instructions about what they were all in for. "During your stay here, you will all train in gender-integrated platoons, which means you will all be sharing sleeping quarters and you will all shower together. Now before any of you even think about doing anything, get this through your heads. You treat everybody with dignity and respect, regardless of race, religion, color, national origin, gender, sexual orientation, and all other protected categories. Yes?"

"Yes, drill sergeant," said the recruits.

Sergeant Henrikson then continued, "Sexual assault is any unwanted physical contact in a sexual nature, so if you put your hands on another individual and you're not instructed to and you're not saving their life, and they file a sexual assault, and it comes down that you put your hands on this individual when you weren't supposed to, that is gonna be on you. You will get kicked out of the military, and then you'll probably have to file as a registered sex offender. Do you understand?"

"Yes, drill sergeant," said the recruits.

Sergeant Henrikson continued to let the new recruits know exactly what they were in for in terms of their stay and training at Fort Benning until he had given them everything they needed to know. While it was difficult, Flash made sure to pay close attention to what Sergeant Henrikson was telling him and the others. Andi, Partricia, and Santos were not far behind and surprisingly neither was Duncan. When Sergeant Henrikson was finished, he began giving basic commands and standing positions.

"Attention," he called and the new recruits all took up standing positions. "Everyone look down at their toes. You should be able to fit a slice of pizza in between your toes. If you look around they're going to see you, 'cause you're taller than everyone else!"

With that all done, the new recruits all made their way inside, following the orders of the drill sergeants, carrying their bags as well. Once they were inside, they each grabbed a snake that was waiting for them inside. These snacks each consisted of a fruit cup, sunflower seeds, a granola bar, and a juice box. They then took a seat to have their snack while watching a video, instructed to remain silent while watching. Flash sat with Andi, Partricia, and Santos.

When the video was finished, the recruits began the processing part of their stay, being warned that it would take 1 week at minimum and 2 weeks at maximum. First they were instructed to dispose of things like drugs, alcohol, tobacco, and inappropriate photographs in the amnesty rooms, sending them all down metal shoots.

The recruits then made their way to the barbershop, just like they did at USMA. They then received uniforms, were given a series of immunizations and vaccines, and got their official photo taken along with myriad housekeeping details that would fill up their one-to-two week stay in processing.

After all of that was done for the day, the recruits retired to temporary sleeping quarters where they got some much needed sleep. The room consisted of a series of bunk beds to accommodate all of the recruits. Flash shared a bunk with Andi, Paticia shared a bunk with Santos, Joe shared a bunk with Danny, Baski shared a bunk with Olson, Senus shared a bunk with Donna, Cherry shared a bunk with Herrero, Russo shared a bunk with Hayes, Emmie shared a bunk with Emmett, and Duncan shared a bunk with Bennett.

"Man what a day," Andi sighed. "And to think this is only day one of our stay here."

"Yeah, and of just the processing portion of it," said Patricia. "What will our actual training be like?"

"I don't know, but I get the feeling that we'll find out the hard way once the processing is over," Flash mentioned. "Anyway, let's do what they said and get some sleep. We'll need much needed rest if we're going to make it through the two week-long session."

"When you're right, you're right, Flash," Donna agreed.

"Indeed," said Santos. "I just hope we can survive it."

"You guys wouldn't last a week," Duncan teased. "I'll bet you'll all drop out before the real training begins."

"We'll see about that Duncan," said Flash before closing his eyes and getting some sleep.

"I suppose we will," Duncan agreed as he joined in.


At Manhattan, Peter and Felicia were at Oscorp Tower where Harry was examining the footage of Jack O'Lantern they retrieved last night.

"I can't believe I'm seeing this," said Harry after witnessing the parts involving what Jack O'Lantern did to his victims. "To think that there's someone in New York who's doing this to people."

"I know," Peter agreed. "We don't even know why."

"All we do know is that this creep is wreaking havoc upon the streets and he has to be stopped," said Felicia.

"Yes but how," MJ asked. "We don't even know where he lives or where he'll strike next and I doubt the police can handle him on their own."

"I don't know, but whatever happens, Spider-Man and Black Cat might be our best chance at stopping him," Peter too noted.

"Agreed," said Felicia.

"But what should we call this guy," Harry asked.

"I think I've got a fitting name," said Peter. "Jack O'Lantern."


At Fort Benning as time moved on, Flash and the other recruits continued to go through the processing portion of their stay. While they found it difficult, the kept at and pushed through and their bonds grew. Even Duncan started to lighten up, but still kept teasing some of the others from time to time, especially Flash who he considered his rival. But among them, Flash was the one who pushed the hardest, something that the others took note of.

Throughout that time, Maria also examined them and saw just how hard Flash was pushing himself and how much the others tried to keep up with him, namely Duncan, Andi, Patricia, Santos, and Donna. Drill Sergeant Henrikson also took notice of this and was impressed by Flash's influence on the other recruits.


Two weeks later:

After two weeks of processing, all the new recruits who had made it were put on busses to be taken to their barracks. As usual, the recruits chosen by Maria Hill stayed together as they entered the busses. While they were given one last chance to change their mind before the actual training began, they entered the busses without much hesitation. When their busses arrived, the group went through what was known as the Shark Attack where the drill sergeants gave them a massive dose of tough love. They shouted at them, ordered them to do things without question, and other things, sending a real shock to the system.

Once the Shark Attack was over, everything calmed down and the sergeants gave the recruits a more positive attitude. Among them, Sergeant Henrikson approached recruits Flash Thompson, Duncan Matthews, Andi Benton, Baski Quesada, Olson Kitson, Senus Buckley, Patricia Robertson, Santos Sabino, Joe Alonso, Danny Spencer, Donna Diego, Bennett Shan, Cherry Amaro, Herrero Brevoort, Russo Olivetti, Hayes Mendoza, Emmie Stevens, and Emmett Ketcham.

"Good morning recruits," said Sergeant Henrikson.

"Good morning drill sergeant," said the recruits.

"Welcome to your first day of your real training," said Sergeant Henrikson. "I hope you all have survived the Shark Attack because that was only the first step in handling your training here at Fort Benning. While we will not yell at you every few seconds as at the Shark Attack, we will not tolerate insubordination or any other kind of offense."

Suddenly, Duncan started laughing a bit, something Cal took notice of.

"You find me funny Matthews," Cal questioned.

"No drill sergeant," Duncan answered, though it was obvious that he did.

"It sure sounds like you do," said Cal as he gestured towards the others. "And I hope you all have a good laugh while you can because here is where things get difficult. As mentioned before, we will break you and then build you back up again. Do you get me?"

"Yes Drill Sergeant," said all of the recruits.

"Good to hear," said Cal.

Suddenly Commander Hill arrived. "Sergeant Henrikson, I see you're breaking our recruits."

"Commander Hill," said Cal in respect.

"At ease," said Hill as she turned her attention towards the recruits. "Hello everyone, I see you made it through the Shark Attack. Now listen up, as I mentioned before, you recruits have been selected to take part in Project Rebirth 2.0, but I also mentioned that this program will be risky, do you know why that is?"

"No Ma'am," said the recruits.

"It's risky because it involves the alien lifeform you all know from the reports from Manhattan known as Venom," Maria revealed, much to the recruits' shock. "I know at least most of you have heard of the Venom Symbiote, Thompson here has encountered the symbiote personally. He even wore it during the 9/11 incident."

All the recruits in the company turned towards Flash, shocked that he wore the symbiote and was there during the 9/11 incident. Even Duncan, who mocked Flash some time ago about it, was shocked to hear that the "crazy story" was true.

"Is that true," Andi asked.

"Yes it is," Flash admitted. "When Spider-Man was fighting Venom during that event, I helped out. When I tried stomping on the symbiote, it attached itself to me and I was able to save a mother and child as the towers collapsed."

Flash then turned to Maria and asked, "But commander, what does that thing have to do with…" Flash then put it all together. "Oh my god, you're going to weaponize that thing?!"

"That's the purpose of Project Rebirth 2.0," Hill answered, leaving everyone horrified upon realizing how dangerous the project was. "As I said, this project is risky and some of you may not survive the process of wearing the symbiote. It's also entirely possible that none of you will survive the process. And as of right now, the symbiote is at a top secret lab where it is undergoing a process to make it safer to wear, but even that won't guarantee your survival. Now if anyone wishes to back out of the project, know that this will be your last chance to back out and pursue a different part of the army and speak out now. Thompson, I understand that you've had personal experience wearing that symbiote so you know better than anyone here how dangerous it is."

From the distance, General Dodge was watching, wondering what Hill was up to. "What the hell does Maria think she's doing?"

Flash thought about it for a while before asking, "So this is what you're up to, using the Venom to create a new super soldier?"

"It is," Maria confirmed. "Our goal is to create the best army in history, and just as the original Project Rebirth chose Steve Rogers to create Captain America, 2.0 will start with one man or woman among all of you and once you've made it through your basic training and pass one final test, we will choose that candidate. That candidate will be the first of a new breed of super-soldier. And they will personally, escort our enemies to the gates of hell. Now one more time, if anyone does not wish to participate in Project Rebirth 2.0, speak out now and you may leave the company in peace."

Flash wanted to leave the project when he realized exactly what he was in for, having personal experience wearing the Venom. However, he also knew that he was the only one among the company who had a chance of controlling the Venom. Not wanting the leave his friends to face this alone, he agreed to stay.

"I'm in," said Flash, catching everyone's attention. "I agree that I don't want to wear that thing again, but since I wore that thing before, I probably knew better than anyone just how dangerous that thing is. I won't let anyone go through with that alone."

"Commander," Cal spoke out. "If my recruits are going to go through with this, I would personally like to participate in Project Rebirth 2.0 as well once their training is over."

"Good the hear Sergeant," said Maria. "As for the rest of you…?"

The others took a little time to think about it as well. Andi agreed to stay, so did Santos Partricia, and Donna. One by one the others joined in, even Duncan, mostly to prove to Flash that he was better, agreed to stay. With that, their actual training began.


In Manhattan, Spider-Man and Black Cat were patrolling the streets, looking for more clues to Jack O'Lantern's whereabouts. They had been tracking the elusive villain for 2 weeks now, but they hadn't turned up anything.

"Where could this Halloween reject be," Spider-Man asked. "We've been tracking him for two weeks and still only find bodies, with their heads looking like jack-o-lanterns."

"Our adversary, is obviously good at keeping himself out of reach," said Black Cat. "It's a cat-tastrophe."

"Really, more cat puns," Spider-Man asked.

"At least I'm trying to lighten the mood," Black Cat answered.

Just then, two other young heroes appeared. One of them was a girl wearing a white and purple spandex jumpsuit, a matching helmet, and riding a jet-powered skateboard. The other was a boy wearing an Iron Man-like armor with a Captain America-esc color scheme. These were Screwball and American Son, who recently appeared not long after the terrorist attacks, perhaps even before then.

"Aw, you two look just like a cute superhero couple," said Screwball.

"What the, Screwball, American Son, what are you doing here," Spider-Man gasped.

"I don't know why Screwball is here, but I know why I'm here," American Son answered. "I've been looking for this Jack O'Lantern fellow. He's been causing quite the ruckus in Manhattan and it's only a matter of time before he attacks Oscorp."

"Really, well I guess we're all on the same team then," said Screwball. "I'm looking forward to messing with that scarecrow reject."

Black Cat wasn't too pleased by these two young heroes around as she wanted to spend time with Spider-Man alone. But before she could say anything, an alarm went off, which caught all of their attentions.

"That sounded bad," Spider-Man gasped.

"I'm getting something on the radio," American Son put the radio report on speaker.

"Attention, the mysterious thief known today as Jack O'Lantern has been spotted robbing the Museum of Natural History," said the person on the radio. "All men stand by."

"He's at the museum," said American Son.

"Then what are doing standing around here for," said Spider-Man. "We have a Jack O'Lantern to put out…!"

Spider-Man then web swung from building to building in the direction of the museum with Black Cat following in suit. American Son and Screwball were not far behind.


At the museum, Jack O'Lantern had stolen what appeared to be a decent looking artifact when the police showed up.

"Freeze," said one of the officers. "We've got the area completely surrounded! You cannot get away!"

"I disagree," said Jack O'Lantern as he prepared a few pumpkin bombs.

Unfortunately, the police didn't notice this until it was too late. But at the last minute, American Son fired several Iron Man-style repulsor blasts at the pumpkin bombs, destroying them in midair and saving the officers.

"Who's there," said Jack O'Lantern.

"You've got us to contend with now, you Halloween reject," said Spider-Man as he, Black Cat, Iron Son, and Screwball appeared. "It's November now and we're supposed to be preparing for Thanksgiving and Christmas now."

"As if I care," Jack O'Lantern smirked inside his helmet.

"Oh my god," said Screwball. "That's Jack O'Lantern?!"

"And this is where I make my escape," Jack O'Lantern then got on his flying broomstick and flew off, but not before throwing some pumpkin bombs into another building, blowing up one of the floors as a distraction.

Realizing that they had to work fast, Spider-Man, Black Cat, American Son, and Screwball, all worked together to save as many people as possible. As the upper building fell, American Son flew up and held it up as long as he could while Spider-Man used his webbing to create a cushion. At the same time, Black Cat and Screwball went inside the building to get as many people out as possible. It was a difficult task, but the four heroes managed to pull it off and saved both the civilians and the police from being crushed by the building. However, they realized that while they were successful, Jack O'Lantern had escaped and had left many more victims in his wake.

"Oh my god," Screwball gasped upon seeing the museum employees' heads turned into jack-o'-lanterns. "Who could do such a thing?"

"Jack O'Lantern, Sugar," said Black Cat. "But next time we'll be ready for him."

"I hope so," said Spider-Man. "I don't know how many more of these scenes I can take."


At Fort Benning later that day, Flash and the other recruits were showering together, male and female alike. This was a test on whether or not anyone would try sexual assault. As they showered, some couldn't help but stare at others and vice versa. Andi stared at Flash's chest and abdominal muscles while Flash had his eyes on Andi's figure. But they also talked to one another to where they came from and/or how and/or why they came to the military.

"So let me get this straight Flash," said Emmie. "You were a high school bully at Queens' Midtown High?"

"Yeah, more or less," Flash confirmed. "My father is an alcoholic police officer at the NYPD, but he abused me physically. In the end, I ended up taking out all my anger out by bullying others. My main victim was Peter Parker."

"Well, at least your father never left you," said Andi. "My mother abandoned me to my father shortly after I was born. I haven't heard from her since then."

"If you guys think that's heard, try going to school with a bunch of mutants," said Duncan. "Every day, I would have to take classes and play football with a bunch of mutant freaks. They all have these freaky powers that give them an advantage over us normal people, including one with mindreading powers."

"You're so over dramatic," said Emmett. "I came from a farm out in the Missouri country side. I used to work on the farm with my family every day of the week.

"Good for you," said Emmie. "My father works at New Orleans as a riverboat captain, but he's been out of it since an encounter with a strange rogue girl who knocked him out just by touching him."

"That's rough," said Hayes. "My mother works as an employee at Stark Industries and she was also there when 9/11 happened. I'm just surprised I never ran into you Flash when that event happened."

"That's probably for the best," said Flash, remembering what happened that day.

"I've seen several things happen in New York," said Bennett. "I even witnessed the birth of Venom when it attached itself to reporter Eddie Brock and I was one of the first to give information on it to Spider-Man and the authorities."

"I didn't get the chance to do such things," said Cherry. "I was actually trying to become an actor once in California and even get atop the World Trade Center. But then 9/11 happened and I decided to help take down the guys who destroyed them."

"He's not the only one," said Herrero. "I wanted to get atop the World Trade Center myself until they were destroyed. I even heard that a third plane struck the Pentagon that very same day."

"One thing is for sure, we were all brave or mad enough to join the military," said Russo. "Any one of us could call himself or herself the maddest one of all, even me."

"But why do we have to wear that black alien lifeform," said Particia. "I've seen on the news what it can do to people. Known criminal Cletus Cassidy even killed my boyfriend."

"No one said you had to stay," Donna pointed out. "Besides you heard what Commander Hill told us."

"Why don't we change the subject," Santos suggested as they all got out of the shower and began to dry themselves.

"Good idea," said Baski. "That's what my father always did when a topic was becoming a little too touchy and he works as a teacher at UCLA."

"He must be good if he got into a place like that," Olson commented. "My family owns a flower shop in Texas. I'm not sure if I'll be able to save up enough money to go to any university, but I'm glad I could make it to USMA."

"I once worked at a cattle ranch with my siblings," said Santos. "I wasn't really the best at herding cattle, but I was good at keeping an eye out or any rustlers trying to steal out livestock."

"I actually tried being a park ranger at Yellowstone," said Senus as he put on his clothing. "I was actually about to be one of the rangers, but then one of my relatives died when, you know what, happened. So I decided to join the military."

"I actually decided to join the military after I spotted Giant-Man's rented helicopter landing at the Los Diablos Missile Base," said Joe.

"I had a similar encounter with War Machine," said Danny.

After all the recruits were fully clothed, they all went to their sleeping quarters where they would get some much needed rest after a long day. They were all still taking in the fact that they were chosen to participate in Project Rebirth 2.0, but they knew that if the experiment succeeded, at least one of them would become the next Captain America. Flash however was still on edge about this. Sure he knew that the symbiote was dangerous beforehand, but he never thought that anyone on the "good" side would want to weaponize it. Still, he wasn't going to let his fellow recruits go through this alone.

As Flash tried to get some sleep, Andi couldn't help but stare at Flash, remembering how muscular he was and how dedicated he was to not only redeeming himself as a bully, but be with her and the others once Project Rebirth 2.0 was in full swing.

Unfortunately, none of them suspected that one of their "friends" had something else in mind for the Venom Symbiote.


The following day, Flash and his fellow recruits were going through their training in earnest. Their test today was to go through a specialized room known as the gas chamber. For this, each and every one of the recruits was given a gas mask and was told what the purpose of the exercise was.

"Alright recruits, on my signal," said Sergeant Henrikson. "You will all enter the gas chamber and your trial will begin."

Sergeant Henrikson then gave the signal and all the recruits entered the gas chamber in single file. All of them had their gas masks on, but even then, none of them were prepared for what they were about to go through.

Sometime later, they all emerged from the gas chamber and were all coughing and breathing heavily. Obviously, none of them were able to make it through the chamber without being effected negatively.

"What was… intense," Flash panted.

"I didn't… expect them… to have us… take off… our masks… while there was… still gas… in the chamber," Partricia panted.

"I'm… not sure… how we're going… to recover… from that," Andi panted.

"Ah… you're all… just a bunch… of saps," Duncan panted, trying to look tough, despite being in the same boat. "I can… do that… all day… if I… had the chance…"

"Well good to hear," said Sergeant Henrikson. "None of you met the goal so you'll all have to go through this a second time."

"WHAT…!"

Despite not liking this, the recruits did as they were told and reentered the gas chamber to go through it again. Fortunately, they were given some time to recover from their first round, and their experience from that made them better prepared to handle it.

In the distance, Maria Hill was watching as the soldiers progressed. As she did, she was called on by her superiors about some things that have been happening back in Manhattan.

"So you're saying that this Jack O'Lantern is wreaking havoc upon Manhattan and Spider-Man and other heroes weren't able to stop him," Hill questioned.

"That's what the MPD seems to say," said General Dodge. "He first appeared on Halloween night where he robbed a jewelry store."

"That seems rather redundant," Maria raised her eyebrow.

"Afterwards, vigilantes Spider-Man and Black Cat were spotted at a back that had been robbed by this Jack O'Lantern," General Dodge continued. "What's more, they and rookie heroes American Son and Screwball failed to capture him when he robbed Manhattan's Museum of Natural History. What's more, every time he hits a place, civilians get their head turned into jack-o'-lanterns."

"And you're telling me all of this, because why," Maria questioned, wondering where the general was going with this.

"It's only a matter of time before a terrorist organization decides to recruit him in order to steal the Venom Symbiote," said General Dodge.

"Don't you think you're stretching it a bit, General," Maria questioned. "Manhattan has many dangerous criminals and supervillains, yet no terrorist organization has ever once recruited them, not even during the 9/11 incident. What makes you think they'll recruit this Jack O'Lantern?"

"That's rich coming from someone who revealed classified information about Project Rebirth 2.0 to the recruits," General Dodge pointed out. "As far as stretching it goes, criminals Eddie Brock and Cletus Cassidy disappeared from the big house almost two months ago. There were no signs of the two trying to escape, but one of the security guard who was there that day and was knocked unconscious woke up just long enough to see that Viper and several agents from Hydra had abducted the two."

Maria was horrified upon hearing this news and asked, "Why wasn't I told about this before?"

"You needed to focus on your task of training these recruits so that they were able to handle the Venom Symbiote," General Dodge answered. "If you don't want to keep going after hearing this news, we can always find someone who will."

Maria didn't like the fact that the general was keeping things from her, but knowing that this will eventually lead her to Viper, she agreed to stay.


Later that day after training, Flash was reading a newspaper article that had recently been published. The article told of the rash of robberies all over the Manhattan area by the mysterious and chaotic Jack O'Lantern. What really caught Flash's attention was that Spider-Man and Black Cat, along with American Son and Screwball had recently had an encounter with the supervillain, but do to circumstances, were unable to capture him.

At the same time, Duncan was reading another newspaper article that had recently been published. The article told of an incident at his hometown of Bayville New York where known mutant and his ex-love interest, Jean Grey had "turned" into a large flaming bird and almost destroyed the area surrounding the Xavier Institute for Gifted Children, also known as the X-Mansion.

Naturally, both were horrified by their respective news reports.

"What are you reading," Andi asked Flash.

"Something unpleasant," Flash answered before showing Andi the newspaper article.

Andi read the article and was sickened by what she read about Jack O'Lantern's methods in creating jack-o'-lanterns out of human heads. "This is unpleasant."

"What's unpleasant," Patricia asked.

"You don't want to know," Andi answered.

"Yeah, well check this out," said Duncan. "The mutant Jean Grey burned burnt down part of Bayville, mostly the area around the Xavier Institute. This is exactly why mutants should be eradicated before it's too late. They are dangerous."

Flash, Andi, and Patricia all had a raised eyebrow at Duncan.

"No one's interested in your prejudice, Duncan," Flash looked away.

"Shut up, Thompson," Duncan snapped. "No one is interested in your obsession with Spider-Man either…!"

"He never said they did," Andi snapped.

"He's just trying to get attention, just ignore him," Flash advised

Once again, Duncan was annoyed that they were ignoring him. However, remembering what happened last time when he tried to pick a fight with Flash, he decided to keep his cool. He knew that sooner or later his time would come; he just had to wait a little longer for it to arrive and then he would strike. He then went back to reading the article and couldn't help but wonder what his former "friends" were doing after such an event.

At the same time, Flash continued to read his article and was still surprised to know that Spider-Man had teamed up with Black Cat, American Son, and Screwball and yet they were unable to stop Jack O'Lantern. One thing he wasn't surprised to see was J Jonah Jameson saying that Spider-Man was a menace by claiming that he let Jack O'Lantern escape.


Later that night, Flash and his fellow recruits returned to their barracks after a long first day of their real training.

"Man what a day," said Flash as he lied in his bed.

"And just think, this was only day one of our real training," Andi added.

"Ah, you saps didn't have what it takes," said Duncan proudly. "I'll bet I can do a better job than the rest of you for the rest of our sessions."

"Funny you say that Duncan," said Santos. "Among all of us, you had to go back into the gas chamber twice."

"Oh shut up," Duncan snapped. "At least I was able to handle 3 rounds while the rest of you only handled 2 rounds."

"If that's what you think that test was about, you're sadly mistaking," Donna pointed out.

"Anyway guys, let's get some sleep," said Flash. "We'll need all the rest we can get after today's event if we're going to survive the others."

"Good idea," Andi agreed.

Everyone then went to sleep, knowing full well that they were in for a lot of pain for the next 20 weeks.


As time moved on, the recruits went through their paces and went through many trials.


In their second week, they relieved some of their stress by running through the obstacle course at combat speed where they competed for best platoon and got their first real chance to work as a team. However, some of them decided to play dirty as Duncan sabotaged some obstacles to make it harder on Flash. But Flash continued pushing forward and Andi helped him whenever she could and vice versa.

"Come on Thompson," Duncan taunted as they made their way through the obstacle course.

"Back off Duncan," Flash countered as they entered tubes that were part of the course.

"I will as soon as you agree that I'm better than you at this," Duncan taunted again, not giving up on trying to get under Flash's skin.

"This isn't a competition and even if you are, you won't be for long," Flash countered back, partly taking Duncan's bait.

"We'll see about that," Duncan replied.

"I suppose we will," Flash agreed.


The following day, they went through Zeroing Day where they entered an area known as the zeroing range. There, they learned how to use firearms and were warned ahead of time to carry earplugs to protect themselves from the booming sound of gunfire. Duncan, having used similar weapons against mutants in his hometown, was an experienced shooter and so were Flash, Andi, and Santos while the rest were inexperienced. But to their surprise, they and the other experienced shooters were having a harder time with it than the inexperienced ones. They learned the hard way that they had to break their old habits in order to get through this properly.

"Man this is harder than I thought," Andi groaned.

"Tell me about it," Santos agreed. "It looks like we'll have to improvise on this if we're going to handle this.


Sometime afterwards, after they mastered the basics, they went to heavy metal training where they learned how to use some of the army's more complex and heavy weapons. They went through five weapons in two days and continued to do so until using them became second nature to them and kept going. It became really fun for them, some more than others and some less than others. It was an experience no first-person shooter video game could ever equal.

"I'll bet I can handle a bazooka better than you can," Duncan betted Flash.

"We'll see about that," said Flash.

Both Flash and Duncan then aimed their bazookas at scrap tanks that were being used a test targets for them. Both took aim and then fired at their targets. Both were destroyed, but Flash's target was in more pieces than Duncan's.

"Looks like I win this round," said Flash.

"I thought this wasn't a competition," Duncan teased.

"Good, you finally agree," Flash smirked.

Duncan realized too late that Flash had just tricked him into saying what he wanted him to say and was not happy about it.


Later they learned how to use a hand grenade. Some like Flash and Duncan were able to compare the process to throwing a ball while others had to find other methods. However, unlike whatever sports or methods they referenced, they knew that they had to watch where they threw a grenade or else it would literally explode in their faces.

"So something like this," Patricia questioned as she positioned her arms and hands.

"Exactly," Cal answered. "Keep that up until you've got it right."

Suddenly Flash went a bit too far and accidentally threw something at Sergeant Henrikson. "Sorry Drill Sergeant…! My fault entirely…!"

But because of Flash's misjudgment, the whole group had to do a set of pushups until the sergeant said otherwise, much to Duncan's amusement until realizing that it included him.

When they were finished rehearsing their steps, they moved on to throwing simulation grenades, and then they went on to using the real thing.

"Okay, here it goes," said Andi as she activated and threw her grenade.

"My turn," said Donna as she threw her grenade.


Their next step was hand-to-hand combat where they learned several fighting disciplines like traditional and Thai boxing, judo wrestling, Brazilian jiu-jitsu, and more. They also learned basic techniques like how to control an opponent with dominant body posture while ground grappling, different kinds of chokeholds, and how to control someone throwing punches. Flash and Duncan had plenty of experience wrestling through their days as football players and were able to show how good they were compared to the others.

"Alright, our next combatants will be Flash Thompson and Duncan Matthews," said Sergeant Cal.

Flash and Duncan stepped up to the ring and stood in front of each other. When the whistle was blown, the two fought it out. Due to his superior size, Flash got the upper hand on Duncan, but having had run-ins with mutants, Duncan quickly turned the tables on Flash. It looked like Duncan was going to win, but again the tables were turned as Flash got him in a chokehold.

"Match is over," said Sergeant Henrikson. "Flash Thompson is the winner."


In Europe, Hydra was still trying to locate the Venom Symbiote, but there were no articles in regards to the symbiote's location. It had become obvious that no one had written down an article on what happened to the symbiote after 9/11 and they had to change their tactics to find it. Both Eddie Brock and Cletus Cassidy were placed in stasis pods in order to keep them alive while Hydra searched for the Venom Symbiote. The Carnage Symbiote was also put into a containment unit until further notice.

"Carlton Drake, how are things going with locating the Venom Symbiote," Viper questioned one of her agents.

"Nothing so far Ma'am," said Carlton. "All we do know is that the symbiote is somewhere in America, being held by the military."

"Find it as fast as you can Drake before the Americans can finish whatever they're doing to it," said Viper.

"Don't worry, one of my spies has successfully infiltrated Fort Benning and is currently learning where the Symbiote is located," said Carlton.

"And what of your other men," said Viper.

"Currently awaiting orders," said Carlton.

"Good," Viper grinned. "Tell them I have a mission for them."


At Fort Benning, the recruits next went through a course known as the Leaders' Reaction Course where they were given various scenarios they had to negotiate as a team. The groups were separated into 3 teams and naturally leaders for these teams had to be selected. Team 1 consisted of Flash Thompson, Andi Benton, Baski Quesada, Joe Alonso, Cherry Amaro, and Hayes Mendoza. Team 2 consisted of Duncan Matthews, Patricia Robertson, Olson Kitson, Danny Spencer, Herrero Brevoort, and Emmie Stevens. And team 3 consisted of Santos Sabino, Donna Diego, Senus Buckley, Bennett Shan, Russo Olivetti, and Emmett Ketcham.

"Alright recruits," said Sergeant Henrikson. "On my signal, you are to create a bridge and get yourselves and all of your supplies across this pool within the window of just ten minutes. As discussed before, you must work together as a team in order to accomplish this and several other scenarios to come."

Before the troops were a 50 gallon barrel of gasoline, 12 feet of rope, a pair of two by eights, and two six-foot boards that were nailed together. They were told that if any of those supplies or any team member were to fall into the water, they would have to start all over again, making crossing the water tricky. At the sound of the whistle, they all started.

With Team 1, Flash, Andi, Baski, Joe, Cherry, and Hayes decided to take their time and measure the distance from one platform to the next. Once they got that down, the decided to tie the two by eights together while hardly communicating. But after five minutes, they still didn't have a solid plan.

With Team 2, Duncan, Patricia, Olson, Danny, Herrero, and Emmie realized they needed some extra supplies for their mission. Duncan suggested using their belts which the others agreed. After five minutes of securing the two boards together, they created a successful bridge.

With Team 3, Santos, Donna, Senus, Bennett, Russo, and Emmett had their belts taken out of the equation by Sergeant Henrikson. Instead, they stacked all the wood together, tied a knot, and tried to toss, but their first attempt failed as their supplies fell into the water, forcing them to start all over again.

Team 1 after a very slow start managed to build a very flimsy bridge. Flash went first to test its sturdiness and after a successful test, he called the others to bring the barrel across. Andi and Joe did the honors as they rolled the barrel across the bridge with Andi in front and Joe in the back.

Team 2's belted bridge was sturdy enough to get supplies across, Duncan showing off his strength by carrying the fuel himself. Then it was the team's turn to cross.

Team 3, after getting the supplies out of the water, managed to create their bridge and get the fuel and team across.

Team 1 went out with a splash as their bridge broke before the last member could cross. Team 2 managed to get everyone and their supplies across without much trouble. Team 3 managed to get all their members across, but ran out of time before they could get their supplies across as well.

"Sorry guys, this one's on me," Flash apologized to his teammates.

"Don't sweat it, Flash," Andi reassured him. "This was our first time and no one can expect perfection the first time around."

"Yeah, and at least we learned that we need to communicate better from this experience," Joe added.

"I know one thing for sure," Flash looked towards Duncan's team. "Duncan won this round, but he won't win the next."

"That's the spirit," said Baski.


A week later in Vietnam, two individuals known as Achmed Korba and Sha Shan Nguyen were training together in Vietnamese martial arts. Achmed looked like he had the upper hand at first, but Sha Shan quickly turned the tables on her partner and knocked him to the ground.

"I win again," Sha Shan announced.

"You win too often," said Achmed as he got back on his feet. "How did you get so good at this?"

"What can I say, I practiced," Sha Shan smiled.

The two then sat down and had a drink together. As they sat, they reminisced about what they have done so far and remembered what had happened recently.

"I still can't believe the Iraq terrorists destroyed the World Trade Center some time ago," Sha Shan mentioned. "I was looking forward to going to New York just to see those at least once in my life."

"I know how you feel," said Achmed. "But unfortunately, not only did those maniacs destroy them, but running the Legion of Light would have made that almost impossible. Besides, even if we did go before that incident happened, the local authorities would have arrested us before we even got close to the towers."

"You always look on the negative side of things," Sha Shan smirked. "Should I call you Mr. Negative?"

"Very funny," said Achmed.

Just then, a group of Hydra agents ambushed the two. While Achmed and Sha Shan were adept to Vietnamese martial arts, they were both still exhausted from their bout and the Hydra Agents were armed with stun blasters. The Agents included Leslie Gesneria, Ramon Hernandez, Carl Mach, Trevor Cole, and their leader Roland Treece.

"I think they're out, sir," said Leslie.

"Alright secure the area," said Roland. "Make sure that no one makes it out."

"Yes sir!"

Leslie, Ramon, Carl, and Trevor all patrolled the area looking for any other members of the Legion of Light. As they patrolled, Roland contacted their real leader, Carlton.

"This is Agent Roland contacting Agent Carlton," Roland called.

"This is Agent Carlton, what's your status," Carlton called back.

"We've secured our two target and we're looking for stragglers," Roland reported. "Now remind me again why we're doing this particular mission, sir."

"Viper has doubts about your abilities so I assigned you the task to taking out the Legion of Light to demonstrate your abilities," said Carlton. "Besides, we need this money in order to fund for the Life Foundation ASAP."

"You do realize that this is Hydra we're working with sir," Roland pointed out. "If Viper finds out what we're doing behind her back…"

"Let me worry about that Roland," Carlton interrupted. "You and your men just focus on the task at hand."

"Right sir, over and out," Roland ended his call to Carlton, but not before saying, "Hail Hydra."


At Fort Benning, Flash and the others had woken up and were preparing for their next session. Today they were going to scale a tall tower in order to overcome whatever fear of heights they may have. But what they weren't prepared for was how loud and strict the drill sergeants were going to be.

"Alright recruits, you are to scale down this tower from the top all the way to the bottom using only these ropes," said Sergeant Henrikson.

"We have to scale all the way down there," Flash gasped.

"There's a quicker way down, Thompson," Sergeant Henrikson enforced.

Realizing what that meant, Flash and the others prepared to scale down the tower, the first to go were Flash, Andi, and Duncan. At one point Duncan tried to play dirty as he used his rope to swing and kick Flash, trying to make him fall. Fortunately, Andi managed to catch Flash before he fell and saved him from falling. Once the three reached the bottom, the drill sergeants were naturally not happy with Duncan for his behavior and punished him by having him run an obstacle course among other things.

"Thanks for that, Andi," said Flash.

"You would have done the same," Andi pointed out.

Next up were Patricia, Donna, and Santos and unlike with Flash, Andi, and Duncan, there weren't any fowl plays. The rest followed in suit, however do to Duncan's behavior, the entire group had to go through the course all over again.


Their next task was Land Navigation where they had to learn to read and use a map and navigate in unfamiliar territory. While most of them questioned this, especially since there were things such as the Global Positioning System (GPS), they were informed that there will be times when technology might fail. For this they were each given a battle buddy to work with. Flash went with Santos, Andi went with Patricia, Duncan went with Donna, Cherry went with Emmett, Joe went with Herrero, Baski went with Bennett, Russo went with Emmie, Olson went with Hayes, and Senus went with Danny. Once everyone had their battle buddies, they were each given a map and made their way into the woods surrounding them to navigate.

"Alright so we passed points 1 and 2," said Flash as he and Santos went through the terrain. "So we should…"

"No Flash," said Santos. "We passed point 1 but not point 2."

"Are you sure," said Flash.

"Yes," said Santos.

"Exactly where are we," said Patricia.

"I don't know but we better mark this spot," Andi did just that. "I think it's safe to say we need more practice on this."


Next they learned to react to enemy contact. As this was the first time they were doing this, they were given blank firing weapons just to be safe. The first squad consisted of Flash, Duncan, Santos, Andi, Patricia, and Baski.

The squad made their way into the surrounding area to attack an enemy squad. But as they did, they found that some of their equipment wasn't working properly. Their only machine gun malfunctioned, and their dummy grenades refused to go off when thrown.

"This is ridiculous," said Santos.

"Then we'll have to improvise," Baski provided a plan of attack and with his guidance, the squad managed to push through the drill and made it to their objective.


After that, they practiced stress shooting, the art of shooting accurately even in the stress of a combat scenario. As they lined up, they had some discussions about their combat name.

"What should we call our platoon," asked Herrero.

"I don't know," said Bennet.

"How about the Combat Wombats," Cherry asked.

"No that's taken," said Emmett. "I think Darkwing Ducks."

"Are you serious," Senus scuffed. "I say the Howling Commandos."

"Why don't we ask Thompson," Duncan teased. "I'm sure he can come up with a good name. Not like I can provide us with anything useful."

The others rolled their eyes at Duncan's comment.

Flash then said, "How about the Spider-Soldiers?"

Everyone thought about it for a moment. While it was no surprise to them considering Flash's obsession with Spider-Man, they thought it was a good name. Ultimately, they agreed to go with the name. With the name settled, the recruits prepared for their training session as they each grabbed a rifle and got into position.


In Manhattan, the New York City Police Department was doing what they can to identify the identity of the mysterious Jack O'Lantern who had been wreaking havoc across the city. At the moment police officers Yuriko Watanabe and Patrick Mulligan were looking into some files on a certain individual.

"Anything on our Jack O'Lantern," Patrick asked.

"Nothing yet," Yuriko answered. "However there is something that I found in my investigations. There's this file on an individual named Bennett Brant, one of the civilians who was last seen inside the World Trade Center during the terrorist attacks. He supposedly perished when the towers collapsed, but no one found his body when they dug up the other casualties at the sight. Not long after they gave up, this Jack O'Lantern appears."

"That's a strange coincidence," said Patrick. "Bennett Brant disappears and this Jack O'Lantern shows up? Could there be a connection between the two?"

"Well, we don't have any solid proof yet," Yuriko answered. "But this is something I'm sure Spider-Man and his "Amazing Friends" have discovered by now too."


At Fort Benning, the cadets were now on their last week of their training. They had learned a variety of skills like fighting at night where almost no one could see anything among other skills. But now they were going to put it all together in one final test known as The Final FTX. All of the squad gathered and Maria showed up to watch as the soldiers prepared for their graduation.

"Alright soldiers listen up," said Sergeant Cal. "This will be your final test before you officially join the army! Be warned that once you graduate, you'll be entering a life of Hell on Earth. Your objective is to infiltrate an urban environment and take out your enemies. You'll be entering one of our mock villages and you'll be facing off against veteran soldiers who will test all of your skills in what's called mounted react to contact or MRTC."

Cal went into full detail on what they were in for. Once they got the gist of it, they were off. Right off the bat, the cadets were met with heavy fire. They split up into two squads, Flash, Andi, Patricia, Santos, Baski, Olson, Senus, Joe, and Danny made up Squad A, while Duncan, Donna, Bennett, Cherry, Herrero, Russo, Hayes, Emmie, and Emmett mad up Squad B. Squad A went in with a frontal assault to draw the enemy's fire while Squad B snuck around for a sneak attack. Facing off against them were superheroes James Rhodes (aka War Machine) and Samuel Wilson (aka Falcon), sergeants Douglas O'Neal and David Hawke, Major Nick Stephenson, and a Commander Maria Hill, who volunteered to personally participate in this to see how far the soldiers have come. Maria had noticed that the other soldiers have shown progress as well; while some were motivated by Flash's never give up attitude while others like Duncan were driven with the desire to surpass Thompson.


With Squad A, Flash and Santos were going in head first, firing multiple rounds at the opposing soldiers. They were immediately followed by Andi, Patricia, Olson, Senus, Joe, and Danny while Baski led them through the session as squad leader.

"This isn't working," said Andi as she noticed that the experienced soldiers were gaining the upper hand.

"There's got to be a better way," said Flash.

"Yes, but what," Patricia questioned.

"You guys, that house," said Santos, pointing to one of the mock houses. "Perhaps we can use it to get through."

"Might be our best option," said Baski upon looking at the mock house and at the incoming fire.

"Alright, Santos and I will draw their attention," Flash declared. "You guys make for the house!"

With that, Flash and Santos fired head-on rounds while the others made for the house posthaste. Andi was the last to go before Flash and Santos joined them.


With Squad B, Duncan and Donna were leading their squad around the battlefield and into the backdoor of their base. Relying on Squad A to keep the enemy occupied, Squad B approached the door, but were reluctant to go in.

"I'll go in first," said Duncan as he entered the house.

Upon entering the house, Duncan saw that the place looked deserted, but kept his guard up just in case he needed it.

"How's it look, Matthews," Donna questioned.

"Looks clear so far, but keep your guard up," Duncan answered.

But then, as if on que, Maria showed up and threw a smoke bomb at Duncan.

"Oh shit," Duncan gasped. "Don't come in here! It's a trap…!"

Duncan then exited the room, much to everyone's surprise.

"Why didn't you use a gas mask," Donna questioned.

"I don't know, I guess I got caught up in the moment," Duncan answered.

"Well in any case, what should we do now," Hayes asked.

"We'll need a new strategy," Emmie mentioned. "I suggest we retreat for now."

"That might be our best option," said Emmett.

"Sadly it isn't anymore," said Maria as she and the others surrounded them.


Meanwhile, Squad A was making their way to the destination upon noticing that the examiners were no longer shooting at them. Most of the believed that their luck had changed, but Flash wasn't quite as positive and Andi and Santos took notice.

"Thompson, what's wrong," Santos questioned.

"I don't like this," Flash answered. "It's too quiet."

"What's the big deal," Andi questioned. "If there's no more shooting, then the others must have got the job done."

"I don't think so," Flash objected. "If that's the case, why haven't they given us the signal and why haven't the examiners called off the test? Something isn't right and I don't like it."

Flash then made his way into the house with Andi and Sentos in tow. All three kept their guards up just in case they were walking into a trap. Eventually, they came across a room where they saw Squad B being held prisoner by the examiners.

"Looks like you nine haven't done your homework about the element of surprise," said Maria, gloating as if she were a supervillain.

"Perhaps, but you can't keep us in here forever," Duncan countered.

"We don't need to," Maria smirked. "We only need to keep you in here until the test is over and you fail."

"They've got Squad B," Flash whispered to Andi and Santos.

"What are we going to do," Santos whispered.

"We've got to get them out of there somehow," Andi whispered before realizing that she had something that could turn the tables. "Hey guys, I've got an idea. But I'm going to need your help in executing it."

"You should know that our comrades will come for us once they got the message something's wrong," Donna told them.

"If they get the message something's wrong," Rhodey pointed out.

"Yeah, we took the library of making sure that they don't get the message," Sam explained.

Suddenly, a gas grenade came in out of nowhere and gassed the room. With the examiners distracted, Flash, Andi, and Santos, while wearing gas masks, entered the room and knocked them out before freeing Squad B.

"What are you guys doing here," Duncan coughed.

"We're getting you out of here," Flash explained.

"You realize that you might just fail the exam," Donna coughed.

"We'll just take it again some other time," Andi acknowledged. "If that's even possible, but we'll worry about that later."

The group then made their way out of the building. Thankfully, the gas was teargas and it wore stopped the moment they left the room.

Once outside, they regrouped with the rest of Squad A.

"Thompson, Benton, Sabino, where have you been," Baski questioned.

"Sorry, but something went wrong with Squad B and we rescued them," Flash explained. "It was my idea so I take full responsibility."

"Oh forget about it," said Patricia. "While you guys were off saving the others, we managed to finish the test."


Later that night, Flash had arrived in a room where Maria had been waiting. He had been called upon by Hill and was genuinely curious as to what she wanted to talk to him about.

"You wanted to speak with me, Commander," said Flash.

"You and your fellow recruits did well today, Thompson," Maria answered.

"With all due respect Commander, me, Andi, and Santos failed the Final FTX," said Flash. "We were supposed to follow orders and we failed."

"Captain America also disobeyed orders," Maira countered. "However, he still became the world's first super-soldier. If anything, Duncan was the one who really failed the Final FTX."

"I've heard about what Captain America went through on the old newspaper articles and my history books," Flash acknowledged.

"Then you know that the captain never gave up," Maria told him. "Now like the captain, Project Rebirth 2.0 will give you certain drugs and tools to help control the Venom Symbiote, but if you or anyone else who wears the symbiote loses control, we won't hesitate to kill any of you."

"But why would you want to use that thing for a super-soldier program anyway," Flash questioned.

"Because you showed us that it could be done that fateful day," Maria reminded him. "If you haven't been seen wearing and using the Venom Symbiote to protect that mother and child at ground zero of 9/11, we wouldn't be trying to perfect it."


At Project: Rebirth Headquarters, Dr. MacKenzie was busily working on an experimental gun that would work in tandem with whoever would bond with the Venom Symbiote and survive the process. This was no ordinary firearms. It was a gun that had multiple forms ranging from an automatic assault rifle to a high-powered sniper rifle. He called it the Multi-Gun.

"What are you working on, Dr. Mackenzie," said Captain Glover.

"A special gun that could be used to whoever is wearing the Venom Symbiote," said Dr. Mackenzie. "Which reminds me, how are our candidates doing?"

"I just got word from Commander Hill," said Captain Glover. "They've completed their training and are about to receive their first real mission."


And that was chapter 3. Now like I said, I'm positive that I butchered many of the finer details in terms of military training and if I did, I'm sorry, but I hope the storyline is still good enough to stand tall. Now as you can see, I introduced several characters from the marvel comics including soldiers who appeared in the comics from the 2000s and 2010s. I also introduced Sha Shan Nguyen, Achmed Korba, and the Life Foundation. But most importantly, I introduced Flash Thompson's arch enemy in his life as Agent Venom, Jack O'Lantern. If you guys want to see Flash battle against Jack in future chapters let me know.

Now the next chapter will see Flash and the others go on their first mission as actual soldiers and if you haven't guessed, they'll be rescuing Sha Shan just like in the comics, though they'll be saving them from the members of the Life Foundation. Now just so you'll know, every chapter in this fanfiction from here on in will rhythm and rhyme with the events from Captain America: The First Avengers with some elements from Wonder Woman and other war movies. However, I will do my best to make sure that they are not exact copies of other products. But then again, the project is called Project Rebirth 2.0 after all.

I also have some announcements I want to give out. Soon enough, I will release a fanfiction known as The New X-Men: First Class, which will take place around the time of as Flash Thompson: The New Super-Soldier, for those who haven't read Horyus: Agents of S.H.I.E.L.D. chapter 4. I am also working on another requested Naruto crossover, this time with Buffy: The Vampire Slayer, requested by Menatron the Angel of Ideas. Until then, stay tuned.

Chapter 4: First Mission