Chapter 15: Darkest Hours Part 1: Friendly Misunderstanding

A/N: ah s**t. Last week, I realize I didn't put in anything at the end discussing Alchemax! Like I said, last week was a very tiring week for me, especially with my end of course tests this week. But don't worry, I will do my best to meet the little corner I've backed myself into/deadline every week until this story is over. Now, into the part we've all been waiting for: the first meeting between Peter Parker, the Superior Spider-Man, and Flash Thompson, the former Secret Avenger/Thunderbolt known as Agent Venom! Now, in celebration of the Amazing Spider-Man 2 coming out Friday, one of the films villains will be playing a part here. Enjoy!

Seemingly abandoned warehouse, Staten Island

Roderick Kingsley, the original Hobgoblin, sat on the warehouse alone, until a beefy man with brown hair and a not too intelligent air around him entered with a briefcase. "You're late. Mr. O'Hirn, my time is not one you should waste lightly." Kingsley said.

"Sorry, Mr. Kingsley. I got held up in Traffic at the bridge. Won't happen again." Alexander O'Hirn said.

"Whatever. Do you have the money?" Kingsley asked, and Alex placed the briefcase on the ground, opening it to reveal several $100 bills.

"You bet. The result of 20 years of running in every supergang in this city from the Big Man to Crime Master." O'Hirn said. "Is it enough?"

"Almost, but I'm sure you can work off the rest in addition to the cut you provide me." Kingsley stated as he took the brief case, and walked over to a wall, pushing it open to reveal a secret door. "Follow me." Kingsley said, and lead Alex down a set of stairs to a sublevel, and Alex gasped as he saw rows of supervillain equipment.

"Holy crap…" he said. "I don't think I've ever seen this much villain tech!"

"Most of it's not the real thing, but they work enough like the original that it doesn't really matter." Kingsley said. "See anything you like?" O'Hirn browsed the rows of equipment, until his eyes settled on a large suit of armor, a large horn jutting out of where the forehead would be.

"What's this?" Alex asked.

"This? Few years ago, Hammer Industries tried making their own version of the Rhino suit, incorporating parts of that Firepower thing they had when Iron Man went crazy." Kingsley said. "You sure this is the one you want?"

"Hell yeah! My whole life, People have been makin' fun of me cause I ain't too bright, y'see? My parents, my brother, my 'friends', my teachers, even my bosses! But when I out this on-" Alex said, grinning evily. "-ain't no one gonna be laughing at the Rhino!"

"Good to know." Kingsley said. "But before you agree to anything, I need to tell you that by agreeing to purchase this identity, your agree to not only give me a 45% cut of any profit you make, but also agree to do a few jobs for me."

"Whatever you need, man." Alex said, and the Original Hobgoblin took out a folder, handing it to the thug.

"First jobs a public assassination to send a message. Reporter who's stuck her nose where it doesn't belong a few too many times, so a Maggia head asked me to take care of it." He said as O'Hirn read the file. "Got a problem doing it?"

"Hell yah! By the time I'm done with her in this suit, her own family won't even recognize this Betty Brant chic!"

Avengers Tower

"Thanks for coming in, Flash." Captain America said. He, Hawkeye, Black Widow, Beast, and Iron Man sat behind a table, while Venom sat in a chair facing the table. The first four were there because they had worked with Flash in combat before, and Iron Man was there to provide a neutral standpoint.

"No problem, Cap. I was heading into the city today anyway." Flash said. "Friend of mind got his doctorate, and we're throwing him a party tonight."

"This friend happened to be named Peter Parker?" Iron Man asked.

"As a matter of fact, yes. How'd you know?" Flash asked.

"He used to work for me back when the New Avengers first formed. We parted on less than friendly terms, but I've kept up with him." The billionaire genius inventor playboy philanthropist said, half lying about his current involvement with Peter. "Enough chit chat, let's get this thing over with. Now, we've been looking over your reports on a few incidents, and while for the most part we don't see a problem, we'd like to hear if from you what happened."

"Such as?" Flash inquired.

"Well, for starters, let's take a look at what happened the first time you met the DOA and Daimon Hellstrom." Black Widow said.

"Not much to say there. Hellstrom shoved a demon down my throat, tried making me into his dad's plaything, I took him down. Simple as that." Flash said.

"If that even IS Hellstrom." Iron Man said. "He said it himself: he made so many copies of himself that even he doesn't know if he's actually the real deal."

"I don't suppose any of these copies know if they're the original." Beast said.

"Next on the agenda: Carnage." Hawkeye said, and noticed Flash tense up.

"What about it?" Flash said. "You sent me to track a killer. Instead, I found a monster and got tied up fighting a war in a tiny universe alongside a Spider-Man in need of an attitude adjustment." He said, referring to Scarlet Spider.

"Surely there's more to the story than that." Iron Man said, and Flash sighed.

"It started when SHIELD received a report of a breakout at Thunderbolts mountain last summer. Because Carnage was locked up there, Cap sent me there to check things out. I found that Carnage escaped, and started tracking him down. I learned there was some sort of microscopic creature helping Carnage escape, and a source pointed me towards NASA's Houston Facilities, where a scientist named Dr. Ketola was working on something called a Prometheus Pit, which, as I'm sure the big brains in the room know, was a portal to the Microverse." Flash said. "Carnage went through it, and took my source, a reporter named Katy Kiernan, to the Microverse with him. Me and Scarlet Spider, the Spider-Man look alike I mentioned earlier, went after him, and it was there we met the Enigma Force, a ragtag group of warriors from all across the Microverse who united to fight against Marquis Radu, a mad scholar who sought to use Carnage to create an army of warriors that would help him kill what was essentially the god of the Microverse. I got captured, and he used both me and Carnage to create an army of hybrid symbiotes. Of course, his plan backfired, and Carnage had full control of them, and when you add that to the fact that our symbiotes were eating away at the force holding the Microverse together, and you get a recipe for hell. Me and Scarlet Spider got out, stopped Carnage, and went our separate ways." Flash crossed his hands together. "But the reason I'm so tight lipped about what happened…why I don't like talking about it…is because what I saw scared me. It wasn't the death, the destruction, or all the damage done to the Microverse. No, what scared me was Carnage."

"Carnage? I know he's a pretty intimidating guy, but you're more than skilled enough to handle him." Cap said.

"You misunderstand. I wasn't scared by his strength, or his powers. What scared me was that I saw what I could become. He have himself completely over to his suit, and off I let the symbiote win…if I lose control, and can't ever get it back…that's what I'll become."

"We won't let that happen, Flash." Beast said. "If that does happen, we'll do it quickly."

"That won't work. Not with you guys, anyway." Flash said. "You're too righteous, too many morals and ethics holding you back. That's why I've trusted that task to people who I know won't hesitate."

"Ross's Thunderbolts." Iron Man said.

"Exactly. They've already proven they can take down the symbiote when it's in control, and I trust them to do it again." Flash said.

"Which is something else we wanted to talk about." Cap said. "When Ross told me he had recruited you onto his team, I felt…skeptical. You're not the kind of person who can do what the other members can do quite as easily."

"I know. That's part of the reason I left." Flash said. "At first, I thought we were doing the right thing, but after that first mission to Kata Jaya, I realized we were just cleaning up Ross's messes. Sure, his whole 'one for me, one for you' system worked out well, and I know we were doing good work, but in the end it still felt like we were just tying up Ross's lose ends for him." He explained. "Any other questions?"

"Yes, I have a few about this 'Mania' symbiote." Beast said. "Now, you said in your report that Mephisto told you that your symbiote had absorbed its clone back when it was with Eddie Brock, correct?"

"That's right, and Mephisto said that the Venom symbiote spit it back up, getting rid of the Devil's Mark as well." Flash said, and Beast scratched his chin.

"So the symbiote managed to purge the mystical corruptions in its soul by jettisoning the artificial cells in its body, creating an entirely new symbiote…fascinating." Beast said. "I may have to consult with Stephen and see if Ilyana will talk to me, but for the time being I don't think the Devil's Mark should have any adverse effects on her health."

"That's good to hear, Hank." Flash said.

"I have a question." Cap said. "I'm looking over what you said in your report, and you said Crossbones was there with the DOA. Do you know why?"

"Yeah: he was leading them." Flash said, making Cap's eyes widen. "And I doubt that it was an imposter. He was too skilled, too well trained in combat to be a fake."

"I see. The fact that Crossbones is with the DOA is troubling by itself, and on top of that you said their collecting these Devil Marks." Cap said. "Did you see any evidence that Hydra or Sin were involved?"

"Not that I saw, other than that they were dressed like Nazi's." Flash said. "Mephisto said something in Atlantic City, something's that had me thinking for a few months. He told me that his original deal wasn't with me, but with the symbiote. How is that possible?" Beast and Iron Man tapped their chins in thought.

"Hmmm…I don't know." Iron Man said. "The biology of that suit of yours is complicated, and the fact that it exorcised a demon from its own soul complicates that even more."

"I have a theory." Beast said. "In Las Vegas, you said you bonded your symbiote to Red Hulk, who was also bonded to the Ghost Rider spirit, which was originally under Mephisto's control. It's possible that Mephisto used the contact your suit had with the Ghost Rider spirit to communicate with it, and they struck a deal. Now, as to what that deal was, I can't say, but I'd still be carful if I were you."

"Got it. Any more questions?" Flash said.

"Actually, if the rest of you could leave, I'd like to have a few words alone with Flash." Captain America said, and the other Avengers nodded, exiting the briefing room, leaving Flash and Steve alone together. "So, how's Philadelphia?"

"So far so good. Not as many Supervillains as New York, but there's still enough crime to keep things from getting dull." Flash said.

"Are you seeing anyone at the moment? As I recall, you and Valkyrie were together when Clint broke up your Secret Avengers unit." Cap said.

"Is this really necessary? I don't really see a point to this." Flash said.

"I just want to know if you're ok mentally. One war vet to another." The First Avenger said, and Flash sighed.

"I broke things off with her." Flash said. "About a month or two ago, me and Mania were breaking up a drug ring, and we opened some nearby shipping containers we thought they were using to smuggle in drugs, but it was a lot worse than that." He said as he remembered that night. "Inside were dozens of corpses, all girls these guys had bought from Europe. I saw a lot of bad stuff in the Army…entire families killed in the crossfire…children with their heads blown off…men getting their guts blown out right in front of me…but that was almost worse than that. Mania was sickened by the whole thing, and I didn't hear from her for a few days. Seeing all that death, the smell, the inhumanity of it all, it's a wonder she didn't need therapy." Flash said. "But me…I needed someone I could talk to, because I've learned that bad things happen to the people I care about when I bottle things up. I called Misty Knight, one of Val's Fearless Defenders, for about a week, but each time I asked for her I was told she was busy. When I finally got through to her, she said she was too busy to talk. That wasn't the first time. Toxin, DOA, the Thunderbolts…I tried getting in touch with her each time, and got the same result. That's when I realized something: this was nothing more than just another romance to her. The occasional booty call here and there, a team up or two every now and then, but in the end I'm just another man she's met in her immortal life. And I want something more than that. Something permanent." He explained. "Someone who'll want to settle down with me, start a family together, and not just another whirlwind romance. I want something like…" Flash trailed off, as if he was trying to find the right words.

"Like what you had with Betty." Cap finished for him, and Flash fidgeted in his chair. "Do you miss her?"

"Every day. I miss everything about her. Her laugh…her smile…the way she would never give up when she set her mind to something…how she kept marching on, even after everything that's happened." Flash said. "Even after I hurt her the way I did…after she shot her own brother in the back to save me…did you know she went back to the Daily Bugle?"

"Really now?" The Star Spangled Man with a plan said.

"Yeah, my friend Peter told me. It was about a week after that business with Hobgoblin. They'd had to let Norah Winters go, and they needed someone with skill to fill her shoes. So, Robbie Robertson asked Betty, and she said yes." Flash said.

"Have you spoken to her yet?" Cap asked.

"And say what? 'Sorry I ignored you, abandoned you, left you alone god knows how many nights just so I could go play soldier again? Oh, and sorry about how you found out your brother was a crime lord who ordered my friends and family killed, and that you had to kill him?'" Flash said, his voice rising, but at the same time, Cap heard…was that sadness? "Plus, she hates me. She didn't say it, but the night she told me she told me she need wanted to see me again…in her eyes I saw so much pain. Pain that I caused. Who'd ever want to see someone who did that to them?"

"Are you sure she hates you?" Cap said, and Flash looked at the ground, rubbing the bridge of his nose.

"I…I don't know." He said. "I haven't spoken to her since that night, and…I don't know."

"If you ask me, I don't think she hates you. Maybe she just needs some time to deal with what she learned. After all, learning your brother, who had died in your arms 12 years ago was alive is pretty big." Cap said. "Look, Flash, can I offer you some advice?"

"Go ahead." The former Thunderbolt said.

"Talk to her." Cap said. "Just sit down and talk. Worst thing that can happen, it doesn't go well. But I it does, well…" The First Avenger trailed off, letting Flash think on what could happen if he actually talked to Betty.

"Think she'll actually sit alone in a room with me?" Flash said.

"I do." Cap said. "You're free to go, Corporal. Remember, talk to her." Flash got up, his Venom mask covering his face as he walked towards the window.

"Got it Cap." Venom said as the window opened, and he jumped out, swinging on a web. He landed on a building about a block away, and pulled out his phone, dialing a number he hadn't used in a while, listening to it ring. 'Please pick up.' He thought, when he heard it being answered.

"Flash?" The voice of Betty Brant said, and Venom's heart nearly exploded at hearing her say his name.

"Hey, Betty. How've you been?" He said awkwardly, glad she wasn't hanging up.

"Good, I've been good." She said, and Ash thought he heard…was that longing? "Is there a reason you're calling?"

"Well, I'm in town for Pete's party, and I was wondering if, well…if you'd like to, I don't know, get a bite or something?" Silence hung over the phone for a full minute, before Betty spoke up.

"Yes. Yeah, I'd like that." Flash was so dumbstruck that he didn't speak for about two minutes, before he felt his tongue move inside his mouth.

"Uh, great! Where do you want to meet?" He said.

"I get off for lunch in half an hour. Could you meet me at Ditko's Sandwiches around the corner from the Bugle?" Betty said.

"Sure. I'll see you then. And Betty? Thank you." He said, before hanging up. 'Holy s**t, she actually spoke to me. She ACTUALLY wants to speak with me!' He thought. 'What do I say? How do I say it? Get yourself together Thompson! It's not like she agreed to a date. It's just a talk between two civilized adults. Nothing more, nothing less.' He thought. 'I wonder what Peter's up to right now.'

Dimensional Border between Earth and The Negative Zone

"Avengers Assemble!" Spider-Man yelled as he, Thor, the Fantastic Four, the Hulk, a set of Iron Man Armor being remotely piloted by Tony Stark, Captain Marvel, Wolverine, and Spider-Woman fought off an Annihilation Wave, a wave of destruction bringing insects controlled by Annihulus, the ruler of the Negative Zone, that was trying to push its way through the barrier between Earth and the pocket dimension.

"You don't need to say that. We're already assembled." Captain Marvel said as she blasted two bugs.

"I never get to say it. It seems like Tony or Steve are the only ones allowed to say it." Spider-Man said.

"Yeah, but you don't need to say it every time we leave the tower." Wolverine said as he dismembered a bug. "I remember when we first formed the New Avengers, and you said it whenever we'd go out for pizza or groceries."

"Besides, me and Cap aren't the only ones who get to say it. Ben, if you'd be so kind?" Iron Man said as he blasted four bugs with his repulsors, before using his unibeam to take down a whole squad.

"You got it shellhead. Its Assemblin' Time!" Thing yelled as he crushed a bug under his rocky fists.

"What was that?" The Human Torch asked as he blasted several bugs with fire blasts.

"That's my Avengers-catch phrase. It's only clobberin' time when I'm with you guys." The Thing said as he threw one bug into another. "What? You don't like it?"

"Do we really need to have this conversation again?" Spider-Man said as he used his mechanical legs to slice several bugs in half. "You're the clobberer! That's what people know you as. You've used the same catchphrase ever since you guys first fought Mole Man. There are lunch boxes, t-shirts, and action figures built around that catchphrase!"

"I think it's nice to change things up a little." Iron Man said as he blasted rockets out of his shoulder.

"Sayeth the man who has a different suit of armor for every day of the calendar." Thor said as he blasted the bugs with lightning.

"Was that a joke? Guys, I think Hyperion cracked a joke!" Spider-Woman said as she venom-blasted a bug in the face.

"Less talking, more smashing!" Hulk said as he clapped his hands together, creating a shockwave that destroyed several squads of insects.

"Hulkster, talking's what I do best." Spider-Man said as he threw one bug into several others using his webs. "Just ask Shocker, Electro, Kraven, Hobgoblin, Sandman, Mysterio, Chameleon, Venom, Carnage, Scorpion, Kingpin, Doc Ock, Vulture…I could go on, but you get the idea."

"Spider-Man, Hulk raises a valid point. We need to concentrate." Mr. Fantastic said as he used his body to corral several insects together for Iron Man to blast them. "Annihulus is trying to invade Earth, and-"

"What is this, the millionth time he's tried?" Human Torch said as he barbecued several insects.

"Honestly, I stopped counting years ago." Invisible Woman said as she created force fields inside the bugs and expanded them, causing the bugs to explode.

"Enough!" A voice thundered, and twin beams of crimson energy shot out from behind the bugs and hit Hulk and Iron Man, sending the gamma giant flying and destroying the armor. The bugs parted, and Annihulus descended, his cosmic control rod glowing in his hands. "I grow tired of your incessant babbling! It seems as if I will have to dirty myself with your filthy Homo Sapien blood, and-hmph!" Annihulus yelled, only for a ball of webbing to close his mouth shut.

"That's kinda what we do, tall, dark, and maniacal." Spider-Man said. "When we formed the new Avengers, I suggested we be called 'the Mighty Babblers,' but that got shot down by Edward Scissorhands over here." He pointed to Wolverine, who merely growled, when Annihulus ripped off the webbing.

"You fool! You shall pay for your insolence, and-" Annihulus was cut off by a yell, and soon Hulk leapt back into the fray, his eyes green with rage, his armor shifting as his muscles expanded.

"That actually hurt, Annihulus. Congratulations: you made me MAD!" Hulk yelled, and leapt at the extradimensional warlord. Annihulus tired in vain to blast him with the Cosmic Control Rod, but they barely phased Hulk. "HULK SMASH!" The Jade Giant yelled as he did what he did best: smash. Annihulus was thrown onto the ground, hard, and hulk landed directly on him. Annihulus raised his control rod, only for Hulk to grab him by the head and throw him with all his strength, sending Annihulus flying well back into the Negative Zone. The Strongest there is turned to the Annihilation wave, and roared. The bugs didn't stay long after that, quickly retreating to their home.

"Spider-Man, now, before Annihulus recovers!" Mr. Fantastic said, and Spider-Man took a tube shaped device and pointed it at the portal the Wave came through, pressing a button. A green beam of energy shot out into the portal, and it closed shut.

"Don't let the door hit you on the way out!" Spider-Man said.

"Excellent work, Dr. Parker." Mr. Fantastic said.

"Why thank you, Dr. Richards." Spider-Man said.

"'Dr. Parker' huh? Never going to get used to calling you that." Human Torch said.

"It seems like only yesterday you were breaking into the Baxter Building to see about getting a job with us." Invisible Woman said.

"Which I did, eventually. Only took 12 years, and then it was called the Future Foundation." Spider-Man said as they walked towards the Quinjet and Fantasticar parked nearby.

"Still, 'doctor?' Never thought I'd be callin' the kid who I wanted to skewer alive because he wouldn't shut up 'doctor.'" Wolverine said.

"Wow, away to make a guy feel loved, Logan." Spider-Man said as he and the Avengers entered the Quinjet.

"Sucks about Horizon, though." Spider-Woman said. "I remember you were literally bouncing off the walls of the tower when you got that job. What are you going to do for work now?" As she said that, Peter couldn't help but think about the conversation he had with Spider-Man 2099 after Horizon was destroyed.

Three Days Ago, two hours after Destruction of Horizon

"Goddammit!" Peter yelled as he and Miguel sat down in Spider-Island II. "Everything was going so well, then Tiberius just has to ruin it! We need to tell the cops what we know, and-"

"Tell them what?" Miguel said. "Tell them that we glimpsed events in the past through an unstable prototype that say that the guy who tried taking over Horizon blew it up? Do you know how ridiculous that is?"

"Then what do you suggest we do about Stone? If what you said about him founding Alchemax is true, then we need to stop him before he can do something that endangers the world." Peter said.

"No, Peter, we can't go after him. We let him found Alchemax, we let him do whatever he wants. If we arrest him, if we prevent him from founding Alchemax, then the get thing we just stopped will happen." Miguel said. "Alchemax is too crucial to history. It's a necessary evil, one we'll have to live with. However, that doesn't mean we have to let him operate unchecked."

"What do you mean?" Peter asked.

"I'll join Alchemax. That way, not only can I make sure the future is safe, but also ensure that Tiberius doesn't do anything too immoral of illegal." Miguel said.

Now

"Peter? Earth to Spider, do you copy?" Captain Marvel said, snapping Spider-Man out of his thoughts.

"Roger that Houston, I read you." Spider-Man said. "Now, in regards to Horizon, don't worry. I've been discussing something with Tony and the rest of the Horizon team since then, and I'm just about ready to move on it."

"Good to know. Now strap in. It's going to be a little over half an hour before we get back to Earth." Captain Marvel said as the Quinjets dimension-traveling engines fired up.

30 minutes later, New York City, Ditko's Sandwiches

Betty and Flash sat across from each other in one of the restaurants outside tables, awkward silence hanging as they ate. "So…how've you been?" Betty asked, and Flash shrugged.

"Good, all things considered. Philadelphia's a nice change of pace from New York." Flash said.

"I've heard you've been keeping yourself busy. A few friends in Philadelphia told me about how you took down Lord Ogre." Betty said, referring to the crime lord who tried making himself Phily's Kingpin.

"That wasn't me. Those were the demons the magic Nazi's summoned that ate him." Flash said.

"Did you say magic-?"

"I s**t you not, there were actual magic Nazi's. I even fought the guy who shot Captain America." Flash said, remembering his fight with Crossbones in Atlantic City.

"What about that new girl who's running around the rooftops with you? What'd they call her…Mania?" Betty asked.

"She's got a good head on her shoulders, that one." Flash said. "Fast learner, too."

"That's good. It'll help keep her alive." Betty said, and silence hung in the air once more, before both spoke up, saying the same thing.

"I'm sorry." They said at the same time, looking stunned at what the other said.

"Maybe you should go first." Flash said, and Betty nodded, inhaling a deep breath.

"I'm sorry for saying I never wanted to see you again. It was just so…stupid. But I needed time to deal with what I learned about Bennet, and i did think on Bennet, and…other things." Betty said. "I thought, and thought, thought even more, and found that, even after everything that happened, everything you put me through…I still love you, and I want to give…us…another try." She said, leaving Flash speechless, his mouth dropping in shock.

"I-I don't know what to say, other than that I'm sorry too." Flash said. "I'm sorry I lied to you…abandoned you…hurt you…bit you with the fangs of anger, and didn't even care about the venom I left behind." He said. "You mean so much to me, more than I could ever put into words. I couldn't stop thinking about you, no matter where I was of what I was doing. Almost dying in the Microverse against Carnage…battling the U-Foes…my fight with Toxin…the fight against the DOA…even when I was on my Thunderbolt missions, all I could think about was you." Flash said, and scratched the back of his head. "Another try, huh? Think we've finally worked out all the bugs?"

"Who's to say?" Betty said. "I mean, look at Peter and MJ. No one knows the, knowing Peter, complicated why they broke up, but they're together now. If they could make what they have work, then I'm sure we can work with this…thing…out." Flash smiled, and was about to say something else, when a scream pierced the air. An explosion sounded, and onto the street thundered a gray, metallic, humanoid rhinoceros, walking on two short legs, but still towering at seven feet. Two red eyes scanned the area, before they settled on Betty.

"Hey boss? I found the bitch. I'll whack her and be back for lunch in an hour!" Alex O'Hirn said from inside the Rhino suit, and noticed the guy in a wheelchair his mark was talking too wheeling away. "Heh, guess Wheel's is smart enough to know when to ditch his squeeze." Rhino said, and changed at Betty, running on four legs towards her, and leapt up, preparing to skewer her with his horn…

When something hit him in the side. HARD. Hard enough to send him flying across the street. Rhino got back up, and looked to see Agent Venom standing there. "Who're you supposed to be, military Spider-Man?" Rhino said.

"Oh you have no idea how much I get that. At least once a week, twice if I'm lucky." Venom said, and turned to Betty. "Go on. I can take care of him."

"Are you sure?" Betty asked.

"Hey, give me some credit. I beat Carnage, didn't I?" Venom said, and looked back at Rhino as Betty left, only to see rocket launchers emerge from Rhino's back. "Seriously? Since when does the Rhino use missiles?" The former black ops soldier said as he assembled his guns in his suit, shooting down each and every missile.

"Since when does Spider-Man use guns?" Rhino said, and ran at Venom.

"You think I'm Spider-Man? That flatters me, really. I've looked up to the guy since high school, but I've never been Spider-Man. The names-" Venom said as he leapt over Rhino, only for two turrets to emerge and aim at him. 'Oh boy.' He thought, and the rounds struck him head on, sending him flying.

"Heh. That guy wasn't so tough." Think said, and stomped over to Betty. "Guess you should have listened to fake Spider-Man over there and-"

"I'm sorry, but are you talking about me?" A raspy voice said behind him, and Rhino turned to see a massive creature, slightly bigger than he was, with white eyes, two rows of razor sharp teeth, a long, slime tongue, and a spider emblem with the legs reaching across his rib cage to his back. "Hi, name's Venom. Perhaps you've heard of me?" Venom said, and Alex soon filled the inside of his suit with the signs of fear.

"V-v-v-venom?" He squeaked out. "No one told me about you! I'm not stupid, I've heard the stories! There is no way in Hell I'm letting you eat my brain!" Rhino said, and began to ran away, when two tendrils wrapped around his body and flung him into the air, before slamming him into the ground, the impact knocking O'Hirn unconscious.

"I don't eat brains, they're high in calories!" Venom said as he shrunk back to normal, and looked at Betty. "Not bad, huh?"

"You've definitely improved your takedowns since…y'know." Betty said.

"Thanks, Betty. Now, if you'll excuse me, I need to get my chair, and-hmph!" Venom said as what felt like a car hit his back, sending him across the street. He looked where it came from, seeing none other than Spider-Man standing there.

"I warned you! I warned you what would happen if you ever came near anyone I care about again!" He yelled.

1 minute Earlier

The Quinjet barreled out if the interdimensional tunnel, sailing above the skies of New York. "Ah, home sweet home." Spider-Man said. "Hey Thor, turn on the radio! Let's get some victory tunes up in here!" Thor obliged, but instead of music, a news report came over the radio.

"-live at the scene. For those just joining us, one minute ago, less than a block from the Daily Bugle, a giant mechanical rhino appeared, and is currently terrorizing the block, targeting Daily Bugle reporter Betty Brant." The news report said. "He appears to be-hold on, is that Spider-Man? It appears what can only be described as an army version of Spider-Man has appeared on the scene, engaging the super terrorist. Hold on…it looks as if the villain has defeated the new arrival! Just who was that-oh god. It's Venom! I repeat, we have visual confirmation that the sulerhuman was Venom!" Peter's eyes widened under his mask, and he turned to Captain Marvel, their pilot.

"Carol, I need you to get me as close as you can to there, now!" He said.

"Got it. Need any backup?" Captain Marvel asked.

"No, I know exactly how to deal with this thing." Spider-Man said, and pressed his gauntlets. "Spider Bots, prepare plan Tango 3 to be activated on my command." He said, and soon he saw Venom slamming Rhino into the ground, before shrinking into the form he met in Doverton. He leapt out of the Quinjet, slammed Venom's back with his feet, and landed on the ground. "I warned! I warned you what would happen if you ever came near anyone I cared about ever again!"

"Spider-Man, wait! You've-" Betty started to say, when Spider-Man cut her off.

"Ms. Brant, you should get out of here. Don't worry, this thing's never going to threaten you again." Spider-Man said as his mechanical legs extended from his back.

"No, he was saving me!" Betty pleaded.

"Betty…get out of here…" Venom said, his voice sounding pained as his body writhed in tentacles. "Spider-Man…run!" Venom yelled as he morphed into the classic Venom look, leaping at Spider-Man.

"Make up your mind already!" Spider-Man said as he swiped with his mech legs, drawing blood from beneath the symbiote. "First, you attack me while I'm trying to dad Betty…" he slashed Venom's with his claws, parting the symbiote to show a right eye that looked kind of…familiar. "…then, you save me and the Avengers from Carnage in Doverton…" Venom tried slashing with his own claws, but Spider-Man ducked and punched Venom in the stomach. "…and now, THIS. Are you good or bad? Make up your damn mind!"

"Do not talk to us about our own mind!" Venom said. 'Uh oh, talking in 'we' again. That's not good. C'mon Thompson, get it together! What the hell happened? It's like the minute Spider-Man showed up, the suit went crazy!' Flash thought. 'I need to get Spider-Man to a secluded area, get control back, and explain to him what happened. Not much of a game plan, but I've own championships with less of a plan.' Venom shot a web and swung away, but Spider-Man was close behind him.

"Get back here, coward! I'm not finished with you!" Spider-Man said, and noticed Venom touch down on a rooftop, and start…wrestling with itself. "The hell?" Spider-Man mumbled, and went to the same rooftop.

'It is the Spider! The one who freed us, then abandoned us!' The symbiote said in Flash's mind. 'We must kill him!'

'No! I just proved to the Avengers I can control you, and I'm not letting your abandonment issues ruin things for us both!' Flash thought at his 'partner.' 'They'll take you, but instead of giving you to another host, they will either destroy you or lock you away for good. Do you want that?'

"Hey, look at me when I talk to you!" Spider-Man said. "I don't know HOW you remember who I am, but-"

"You're making things worse for us…me…aggravating the symbiote…stay back and let me get control!" Venom yelled. 'Cmon Thompson, remember what they taught you in anger management. Calm blue ocean…calm blue ocean…think of Betty.' He thought, and soon shrunk down to his 'Agent' form. "Finally…" he sighed out in relief, and dodged an attack from Spider-Man. "What the hell?"

"Don't 'what the hell' me, mister! Sure, I get that you're going for the 'Punisher with Spider Powers' look, but just because you have a new look doesn't mean you're not the same alien that's been stalking me for years!" Spider-Man said as he slashed with his claws. "First you try to blow up Betty, then you help me with Carnage in Doverton, and now this. Make up your mind!"

'I was worried this might happen if I met Spider-Man again.' Venom thought as he dodged Spider-Man's mechanical arms. 'First time we met, I wasn't in control, and almost killed him. And my Avengers unit was covert, so I don't think he'll believe me if I tell him I'm an Avenger. What's Ross's credibility with the Avengers again?' Venom backflipped over Spider-Man, and webbed the mechanical arms together. 'Is it just me, or does Spider-Man sound…familiar. I've met him before this, but now that I think about, I feel like I've heard his voice somewhere else. Can't worry about that now, thought, I need to convince him I'm not a threat.'

"Hold on, and let me explain!" Venom said. "My name is Agent Venom, and I'm not trying to hurt anyone! I was saving those people!"

"Why should I believe you?" Spider-Man said as he tried to free his mechanical appendages from the webbing, but it was too strong.

"Just ask Captain America, Hawkeye, Beast, or Black Widow about me! I was on their Secret Avengers team!" Venom said. 'He's not going to believe me. I need to show him he can trust me.' "Look, Spidey, I know it's been a while, but you know me."

"Sure? Think I'd remember someone like you." Spider-Man said as he freed his arms, turning around to see Venom raising his hands.

"I'll admit, it's been a while, and I'm a bit different than the last time, but I'm the same guy you know." Venom said, extending his hand as the suit receded from his face, causing Spider-Man's eyes to widen. "It's me, Flash Thompson."

'Every year there's at least one thing. This ONE thing that completely rocks my world. The Civil War, when we thought Johnny died, Octavius in my body…makes me question everything I thought I knew. And this?' Spider-Man thought as he looked into the face of Flash Thompson. 'This is one of those.'

Epilogue: Devil's Due

Hell

Mephisto sat on his throne atop the flaming river made of the souls of the damned. Normally, he'd be enjoying to the wails of the damned souls, but not today. No, today he was furious. On one image, he was watching the meeting between Spider-Man and Venom, while on the other he was watching Mary Jane conversing with Aunt May and Carlie about Peter's party. "Damn you, Peter Parker. For four years, I enjoyed the anguished screams of the souls of you and the Watson woman, as they remembered your memories matrimony while your minds did not. Those screams have faded in recent months, but what you're planning on doing threatens to silence those screams. I suppose I will have to do something about that." Mephisto said, snapping his fingers. Instantly, flames deposited a man bound in chains with a star on his chest. "Master Mayhem. How have you enjoyed your stay here?"

"P-please, l-let me g-go." Master Mayhem said.

"I think I can arrange something, in exchange for your services." Mephisto said, and placed his hand on the star on Mayhem's chest. He screamed in pain as it glowed red, and from it emerged a dark haired man wearing a white button up dress shirt over a purple undershirt, a black coat around him. "Morlun, how great to see you again." Mephisto said, and Morlun narrowed his ancient eyes at the devil.

"Mephisto. I take it you are the one I owe my liberation from that dark realm?" Morlun said.

"Correct. Now, before you ask why, I need to ask you a question: do you remember the Avatar of the Web known as Spider-Man?" Mephisto asked, and Morlun clenched his fists.

"How could I forget? The first avatar to face me and emerge victorious." Morlun said. "What is the purpose of this question?"

"A few years ago, Mr. Parker made a deal with me. That deal has satisfied me so much, but now, the terms of the contract are in danger of being voided." Mephisto said. "Will you assist me in this endeavor?"

"Of course. After all, it is a Spider's Destiny to be devoured!" Morlun said.

A/N: just so you guys know, I've been planing to include Morlun since before Spider-Verse was announced

Next Time: Darkest Hours Part 2: the Superior Venom