Eugene Thompson

* Eugene Thompson
* Agent Venom (Season 4)
* Agent Venom (Season 3-4)
* Agent Venom (Season 3)
* Venom (Season 4)
* Venom (Season 1)
* Spider-Man
* Scarlet Spider
* Carnage

**Eugene "Flash" Thompson** is a high school jock and former bully at Midtown High School, and a fan of Spider-Man. He later is temporary known as the **Scarlet Spider** and then bonded with the Venom symbiote, which turns him into **Agent Venom**.

## Physical appearance

### As Eugene Thompson

Eugene Thompson is a young Caucasian teenage boy, with a muscular build, blonde hair and green eyes. He wears his school's football uniform, with a Spider-Man shirt underneath tucked inside his light blue pants, and a black belt with a bronze clasp.

### As Venom

In the first season of *Ultimate Spider-Man*, when he first bonded to the Venom symbiote, he has a muscular build with the top of his head being spiky, with sharp claws, white eyes with jagged edges and the teeth being fully black. In *Ultimate Spider-Man vs The Sinister 6*, when he sometimes loses control of the symbiote, he resembles Harry's Venom form.

### As Scarlet Spider

In the "*Agent Venom*" episode, he wore a red shirt with a mask with the outline of the eyes being black and the insides being white with a blue sleeveless jersey with dark blue pants and black shoes.

### As Agent Venom

As Agent Venom, in *Web-Warriors*, when he bonds with the Venom symbiote again, he resembles Harry's Black Suit Spider-Man form but with the football gear, but after absorbing Beetle's armor he gains a more muscular, armored appearance with white eyes, spiky knee, shoulder and elbow pads, a belt and a white spider emblem on his chest with the legs spread out to the neck and waist.

In *Ultimate Spider-Man vs The Sinister 6*, after reclaiming the Venom symbiote when Doctor Octopus removed it, Flash's suit gained some minor modifications. It's design became sleeker, with it gaining a more metallic look, as well as more white highlights on his wrists, armored shoulder pads and legs. The spikes on the shoulders have disappeared, and the outline of the eyes being white with the insides being black.

### As Carnage

During "*The Symbiote Saga*" arc, after bonding with the Carnage symbiote, he resembled his Agent Venom form but being red all over and black highlights on his wrists, armored shoulder pads and legs and a black spider emblem.

## Personality

Flash is a jock at Midtown High School. He likes to bully weak people and put them in lockers. He is a major fan of Spider-Man, overreacting after he sees Spider-Man. Despite his tough exterior, Flash can get afraid easily and hides behind other people when in danger, just as Flash did when he first encountered the Venom Symbiote and used Peter as a human shield. By Season 3, he has decided to overcome his fear and tries to be a superhero, which doesn't work out until he comes in contact with the Venom Symbiote again.

In Season 4, he shows he is more intelligent, as he disarmed missiles containing carnage samples and defeated Kaine, something that surprised his friends. He also proves he is willing to forgive, as he relinquished his grudge against Scarlet Spider and they made amends.

## Biography

*I have nothing. You've seen where I live, you've seen what I've got! Spidey, I've dreamed every night of something like this to happen to me. The Venom chose me, The Venom is my destiny! Please, you have to trust me!*
-- '***Agent Venom'*** src
### Early life

Eugene Thompson has been the bully of Peter Parker since they were kids and always did "Locker Knocker Time" on him for years. When he was in Midtown High School, he became the reigning football star and earning his nickname "Flash".

### Season 1

#### Great Power

Years later after Peter became Spider-Man, he refuses an offer to train to become ultimate from the director of S.H.I.E.L.D., Nick Fury, Spider-Man heads to Midtown High School. After Peter and Mary Jane Watson talk about her wanting to become a reporter for J. Jonah Jameson and Harry Osborn, Flash comes and does the "Locker Knocker Time" on Peter again who always wished to use his spider powers on his enemy but chooses not to. When the Frightful Four (consisting of Wizard, Thundra, Klaw and Trapster (who had been caught earlier)) (who have been sent by Dr. Otto Octavius on behalf of Harry’s father, Norman Osborn) attack Midtown High, Flash sees Spider-Man (who he doesn't know is Peter) and reveals that he is his biggest fan and offers to help fight the villains. Spider-Man "agrees" to this and puts Flash into a locker before telling him to "wait for his signal and they'll surround the villains". Unknown to Flash, this makes Spider-Man happy. After the Frightful Four escape, which resulted in Harry getting hurt, Peter is sad for what happened and cheers up a little when hearing Flash call out to his hero ego.

#### Great Responsibility

At Midtown High, Peter's celebration of everything being back to normal is short lived when Flash tried to do "Locker Knocker Time" again but Peter was saved by being pulled out of the way by his new classmates named Ava Ayala, Danny Rand, Luke Cage and Sam Alexander (who are secretly Spider-Man's new team consisting of himself, White Tiger, Iron Fist, Power Man, and Nova) which gets Flash to accidentally, lock himself up in Peter's locker. Peter is annoyed by them attending his school and the new principle, Phil Coulson (who is also a S.H.I.E.L.D. agent) but changes his mind about them when hearing Flash asking for someone to help him out of the locker.

#### Doomed!

At Midtown High, Flash is with his friends at their table crushing cans against their heads. Peter reveals that he refers to them as "Hulks who smash stuff".

#### Venom

At the Osborn penthouse, Harry then secretly puts up a party while his father is away (meeting with Dr. Octavius) with Flash being one of the party guests. When Peter senses danger, he finds Flash drinking water, Despite, Peter trying to warn him of danger, Flash is about to give him a swirlie until they see something black coming out of the toilet. It appears and reveals itself to be a **symbiote** (with intentions to bond with Spider-Man) which scares them. Flash tries to make it "eat" Peter but instead it bonds itself to Flash. The Symbiote attacks Peter but Peter manages to escape back to the party. The Symbiote appears before everyone and frightens them into leaving. Peter changes into Spider-Man and continues avoiding the Symbiote's attacks while telling it to let Flash go. Nova remarks that it likes him much to Spider-Man's annoyance. The Symbiote attacks Nova which makes Spider-Man remarks the it likes *him* better. Eventually, before Nova can blast it, the Symbiote detaches itself from Flash who becomes unconscious and attaches to the other young superheroes instead before managing to bond with Spider-Man and name itself Venom. However, the team supposedly destroy Venom but is secretly found by Harry who discovers its survival.

#### Why I Hate Gym

Later, at Midtown High, Peter becomes late for Principle Coulson's speech about reporting about any suspicious people and everyone laugh at him being late. Peter is talking with Harry and Mary Jane. Harry reveals that everyone knows that Spider-Man comes to Midtown High and asks him to help spread the rumor to him due to girls loving super heroes. Mary Jane tells Harry that it probably is him because of him affording all those webs. Peter tells her that it's not a good idea to pose as him before Flash interrupts the conversation by knocking Peter down which annoys him before Principle Coulson breaks it up. He reveals that Mr. Moleskin will be absent after an accident after last night's game. He reveals that Coach Yaeger (who is secretly Taskmaster sent by Norman and Dr. Octavius to find and capture Spider-Man) will be their substitute and he reveals that he looks forward to unlocking their *hidden talents*. During gym, they play dodgeball with a few students including Peter (who can't risk doing his Spider-Man moves) losing to Flash's side. "Coach Yaeger" reveals that he is looking for finalists for the City White Athletic Achievement Contest, that he wants to see everything they've got in the obstacle course, to push themsleves to the limit and to not give him less than one hundred and ten percent. Flash is the first to go through the obstacle course easily and wonders if he qualified. After going through everyone else, "Coach Yaeger" qualifies Flash, Harry and Danny who orders them to meet him at school the next day for the final cut much to Ava's disappointment, believing to be because she's a girl. During the night, Taskmaster activates the S.H.I.E.L.D. security system to prevent anyone from getting in and out and also jams the frequencies to prevent anyone including Agent Coulson (whom he knows personally due to him being a former S.H.I.E.L.D. agent) from contacting Director Fury. Spider-Man and White Tiger manage to enter the school and after learning about Taskmaster, they hear Harry screaming. It is shown that they are being chased by the assassin. After triggering a laser which closes them off from Danny after he saves them and tells them to get to safety. After defeating Danny and finding that he's not Spider-Man, Taskmaster manages to catch up with Harry and Flash. He asks which one of them is going to change into Spider-Man. While Flash runs away, Harry gets caught in a web and asks Flash to help him but Flash tells him that he may be the strongest kid in school but he's no Spider-Man. Taskmaster leaves Harry deciding that he's *obviously* not Spider-Man. Flash hides in Peter's locker with Taskmaster calling out to him to come out while using his sword to cut the lockers. Spider-Man appears and fights Taskmaster who still believes him to be Flash much to Flash's confusion. Later, Spider-Man appears much to Flash's happiness but Spider-Man tells him to stay in the locker for his safety. After Spider-Man and White Tiger defeat Taskmaster, he threatens to expose Spider-Man's identity as "Flash Thompson" to the entire world. Unfortunately, White Tiger points out that Flash along with Harry have arrived thus making Taskmaster realize Spider-Man and Flash are actually two different people. Flash begins to taunt him much to Spider-Man's annoyance. Unfortunately, for the heroes, Taskmaster manages to escape while leaving his fake "Yaeger" mask behind making everyone realize that wasn't his real face. Later, after getting out of the school, Flash is doing an interview with Harry and hugs him while claiming that Spider-Man and him are buds.

#### Back In Black

A black Spider-Man appears and starts becoming popular. At Midtown High, Flash throws his red and blue Spider-Man stuff out and brings in the black Spider-Man stuff believing him to be the "coolest superhero" he's ever seen. However, the black Spider-Man is revealed to be Harry who loses control of the symbiote who turns back into Venom. However, Spider-Man supposedly destroys it for the second time.

#### Beetle Mania

Later, Spider-Man and his team are given their assignment to protect much to Spider-Man's shock and annoyance, J. Jonah Jameson from a mysterious mercenary villain called "**The Beetle**". Unfortunately for them, Mary Jane calls Peter and tells him to guess which famous multi-media building she's going to right now. Peter and his friends are shocked when she reveals it to be the Daily Bugle. She reveals that she finally got an interview for that internship with Jameson and that she can't believe it. Peter nervously congratulates her before she hangs up. The team try to get him to tell her to change it but he reveals that Mary Jane sets her mind on something and sticks to it (as shown in a flashback at childhood when Mary Jane passes the broccoli which Aunt May passes onto Peter. Another flashback shows when Flash angrily teased her that girls play with dolls and not basketball before she takes it and demonstrates how good she is while storming out in anger. In Peter's imagination, Mary Jane is on the ship of Galactus where she is criticizing him about eating planets before Spider-Man reveals that it's not real).

#### Run Pig Run

Later, after Loki turns Spider-Man into a pig, Thor tries to help him by taking him to Midtown High to escape from Skurge, Wili and Wodin much to Spider-Man's chagrin because it's "School Picture Day". Skurge and the other two hunters manage to track him down and Spider-Man tells Flash to clear out because it's about to get messy forcing him to flee. While hiding in the bathroom, the Asgardian wolves find him and Spider-Man repeats what he said earlier forcing Flash to flee again. When Thor and Agent Coulson are discussing about a plan to get Spider-Man out of school, Agent Coulson repeats what Spider-Man said and this forces Flash to flee for the third time. However, Spider-Man and his team manage to defeat Loki and Spider-Man turns back to normal.

#### I Am Spider-Man

When Mary Jane and Principle Coulson put up a Spider-Man musical, Flash dresses up in Peter's Spider-Man costume (due to Sam witching it with the other Spider-Man costume to prank Peter) and puts up the best act he can do which earns him the part to play Spider-Man. Sam assures him that Flash will take off the costume and he can switch Spider-Man costumes again. Unfortunately, Flash doesn't take it off and starts walking around the city in it. Peter tries to stop him but Flash doesn't care. Peter tries to persuade him to take it off but Flash is still fooling around. He then interrupts a reporter's report on the museum closing and tells everyone to come see the musical. Trapster appears and mistakes Flash for the real Spider-Man and prepares to shoot him. Peter pulls him away and Trapster pulls a statue onto Peter much to Flash's worry. Flash tries to help but Peter keeps telling him to leave until Trapster starts wrestling with Flash. Peter manages to free himself and still tries to get Flash to run but Flash still refuses to listen. Peter then starts using his Web-Shooters to help Flash by pretending that he is doing Spider-Man moves much to the former and Trapster's confusion. Peter secretly defeats Trapster by having a boulder fall on his head and it makes Flash think that he defeated the villain. Flash still fools around and reminds once more to visit the musical. Unfortunately, Trapster recovers and flees while swearing revenge on him while calling him "**Loud-Mouth**". Peter tells Flash still continues to tell Flash to stop fooling around but Flash takes this as jealousy. Peter tells him to be careful but Flash continues to believe that he defeated Trapster much to Peter's annoyance. He claims to not have problems with "Goofs" like Trapster, he better practice his songs and begins practicing with his terrible voice. However, this causes tickets to be sold out to see the musical. However, on the night of the musical, Flash is too nervous and tells Peter (who was made his understudy) to be Spider-Man and do the acting. Peter tries to tell him that he just has "first night jitters" but Flash reveals that his singing is terrible, that he can't go on stage because people will laugh at him and reveals that he only got the part to pay tribute to Spider-Man and can't make him look bad. Peter is surprised by this and Flash reveals that he wanted to be like Peter's ego. Peter reasons that he's handsome, a star athlete and doesn't need to force little guys like himself, that they already admire him, if he were nicer, they'd respect him too. Flash sees that Peter maybe right but also annoying and Peter tells him to be responsible for his choice if he wants to be like his idol and to get out there and act. Flash starts to have courage but is forced to throw up and give Parker the can that he used to throw out. Much to Peter's shock, finds Trapster outside Flash's door and Trapster glues him to the ceiling. Flash asks what he wants and Trapster (still believing that it's Spider-Man) reveals that wants his last day as Spider-Man to be "fun". He glues Flash's eyes and starts pushing him around until Peter (in the other costume) arrives much to Trapster's confusion at seeing "two" Spider-Men. After Spider-Man defeats Trapster (while making sure that it's all an act), Flash hears the audience cheering and believs that the show is starting without him. Flash (who had managed to get out of Trapster's glue) wonders what happened with Mary Jane angrily revealing that Peter and Trapster (which she believes is someone else) went way off script but the audience loved it and angrily leaves while deciding to give up. Flash taunts Trapster before hearing the audience wanting him (after Peter reveals himself to be the one acting). However, Flash assures them that Trapster "wrecked" the show, that Peter said that the show must go on and somehow "saved" the night single-handedly. Flash the tells the audience to praise Peter for it which they do. Peter wonders about him doing something nice and Flash reveals that he got pushed around, that he didn't like it and now knows how it feels to be him "a little". Peter is happy for this and tells him to keep it up and that he will be like Spider-Man. He then tells Peter to leave so that he can finally do the singing. When he starts singing, everyone starts to flinch at his singing.

### Season 2

#### The Rhino

A while later, he then began to bully Alexander Sytsevich. He demands that he gives him his homework while pushing him into his car and telling him not to get "doofus" on his car. Alex still refuses to give him his homework and Flash still keeps on trying to make him give his homework to check if they've got the "same answers" despite Alex revealing that it's cheating. He throws Alex into a trash can who tells him that he already has a cool car, a leatherman's jacket and just because he has everything doesn't mean he has to get away with everything. He threatens Flash who doubts it until Peter and Luke who appear and demand to Flash that he stop bullying Alex. Flash makes an excuse that he was "asking for an assist" but Alex refused. Peter tries to make him see what would happen if he was in Alex's shoes but Flash leaves. The next day, a tired Peter (who had been up all night searching for **Rhino**) bumps into Flash who is shocked to find that his car was destroyed with "YER NEXT!" written on it. Peter suggests that he show that to Principle Coulson because it is serious. When he sees the other students watching, he claims that he can buy another because it's just a "dweeb" trying to scare him and claims that he's not afraid. Peter tries to reason that as wrong as it is, it is still a wake up call. However, Flash still boastfully claims that he is not afraid of a "Needle Neck" like Alex and pushes him down. Peter angrily tells him that he can't treat people badly and to be cool but Flash still claims to be cool and that a "Pasty Little Nerd" like Alex isn't. He then leaves while taunting Alex on telling on him thus angering Alex. However, Alex is revealed to be the Rhino when he drinks Rhino serum which turns him back into his rhino-mutant form to take his revenge on Flash. Spider-Man tries to stop him but when Rhino sees Flash pushing someone away, this angers him further. Spider-Man tells Flash to get on the bus but Flash reveals that he doesn't take the bus even for him. However, Spider-Man in annoyance moves to show that Rhino is coming for him which causes Flash to decide to take the bus. Spider-Man prevents Rhino from entering but Rhino still chases the bus and threatens Flash that "He's not finished next time" before trying to knock it down but Spider-Man keeps it going. Spider-Man uses his web-tasers to slow down Rhino down temporarily while Flash manages to escape back to his home which is revealed to be a junkyard near a gas station. Flash tries to barricade the door with a fridge and sofa and gets a fright when Spider-Man appears. Flash reveals that his parents are hardly ever home and apologizes about his home looking like this. Spider-Man reveals that he doesn't care where he lives but what he does and that his bullying is coming back at him. He is about to escort Flash out until he hears Rhino outside. They find Rhino trashing up the gas station's dispensers and having an electric pole's electricity go on he petrol which causes an explosion. Spider-Man manages to save Flash who tells him to save his home because it's all his family have left. Spider-Man tells him to stay put, to not act tough and to call for help and leaves to battle Rhino. Flash tries to tell him that he doesn't have a cell phone but instead tries to flee but slips on petrol oil and sees Rhino coming for him who asks "Who's small, now!" causing Flash to finally reveal himself to be afraid. Spider-Man throws a car at Rhino and starts riding on him while telling him that the real power is his mind and calls him out for stealing formula to bully someone and that he is being no better than Flash. Rhino finally throws him off and continues chasing Flash until Power Man arrives to knock him away on his bike. This causes Rhino to become angrier but Power Man holds him back. Spider-Man tells Flash to stay put and reveals that Alex has become the Rhino because of him and his bullying ways. However, Spider-Man and Power Man defeat Rhino by using oil to make him slip and punch him down and Rhino turns back into Alex. Flash now realizing that his bullying has consequences, blames himself for causing Alex to become a supervillain but Spider-Man tells him that a wise man once told him *be the change he wants*. S.H.I.E.L.D. arrives to take Alex into custody and Flash tries to take the blame but a S.H.I.E.L.D. agent assures that they will take care of him. Flash while hating to apologize calls to Alex and tells him that he was right about not having everything and apologizes for bullying him

#### The Sinister Six

Flash makes a cameo in Spider-Man's imagination when Spider-Man explains how he defeated Rhino when he faces the **Sinister Six** (consisting of Doctor Octopus, Rhino, Kraven the Hunter, Electro, Beetle, and Lizard).

#### House Arrest

Later, Spider-Man's teammates plan a party as a thank you for taking them in and invite Mary Jane, Flash and other guests to it. They try to distract him, but unfortunately, Peter hears the doorbell ring and he finds Mary Jane, Flash and other guests waiting. While waiting, Mary Jane doesn't notice Flash stealing a garden gnome from the house. Mary Jane hears something which she points out to Flash (unknown to them, Nova has tampered with the S.H.I.E.L.D. security system to attacking the heroes). Flash believes that the party has begun but can't enter the house. He points out that he doesn't see any pizza or any other snacks and asks if Peter is hiding in the basement. Mary Jane calls Nova and asks when the party is starting and points out that everyone is getting restless. Spider-Man takes Nova's phone and pretends that they are still busy with the decorations. Even after the team disables the S.H.I.E.L.D. security system and changes back to their normal selves, they find that Mary Jane and all the guests have gone. Flash points out that their party was not cool and warns Peter about showing his face at school before leaving as well.

#### The Howling Cammandos

A while later during Halloween, the Howling Commandos put a lot of protection on the Parker residence to protect Aunt May. Flash with a friend come by until a cobra illusion scares them off.

### Season 3: Web-Warriors

#### Agent Venom

A while later, after Spider-Man, his team and the Avengers defeated Loki and his Asgardian army, Spider-Man is patrolling the city, looking for the rest of the revived Venom symbiote. After getting a piece, Spider-Man is attacked by Scorpion and discovers that Scorpion has bonded with a piece of the symbiote. Venom Scorpion attacks him with Spider-Man telling him that he knows it's taken over his mind. Venom Scorpion chases him onto the roof of a building. He breaks the water tower that Spider-Man is one and Spider-Man tries to uses his electric web-shooters to shock the symbiote off him but misses. Flash Thompson in a spider costume appears and tries to hit him with a metal stick with a ball on it but it doesn't hurt his armor. Flash announces that he is "**Spider-Man Two**" but then decides that it's not good and changes it to "**Scarlet Spider**". He idiotically tries to hit him again but it has no effect on Venom Scorpion. Venom Scorpion tries to hit Flash but Spider-Man kicks him down and webs him down. Spider-Man tells him to go home. While Spider-Man is distracted by Flash's idiotic moments, Venom Scorpion breaks free and knocks them both down. Venom Scorpion prepares to kill Flash but Spider-Man tells him to get out of the way in which he does and Spider-Man uses his webs to pull Venom Scorpion down. Unfortunately, Venom Scorpion breaks the web and continues chasing Flash. Spider-Man manages to use his webs to pull Flash up to prevent Venom Scorpion from killing him. Spider-Man angrily tells Flash to stay out of the way before firing webs at Venom Scorpion while telling Venom Scorpion to calm down. Venom Scorpion uses his tail to pin Spider-Man to the wall. Spider-Man jokes about keeping his tail on or to better lose while using his electric web-shooters to shock the Venom symbiote off Scorpion while breaking his tail off in the process. The Venom symbiote attacks Flash but Spider-Man uses his gadget to collect it while telling Flash to leave. Flash tells him that he heard that he was an Avenger, that he figured that he was busy so that he can help but Spider-Man tells him to leave much to Flash's disappointment. Flash then watches as S.H.I.E.L.D. takes Scorpion into custody and Spider-Man speaking to Director Fury and Dr. Curt Connors about having fans like Flash himself. Director Fury tells him to give it time to pass but Spider-Man proves him wrong when he leaves and Flash tries to tell him that they'll meet again at their "secret lair". Flash becomes disappointed with himself and leaves but unknown to him, a piece of the Venom symbiote attaches itself to his shoe. The next day at Midtown High, Mary Jane is with Harry until they get a fright from Peter who looks tired and exhausted. Mary Jane points this out and Harry asks him what he has been doing. Peter jokes about not putting out fires which has the two confused. Flash arrives wearing football pads and gear and greets Peter. The three are confused and Harry points out that it's not football season. Flash pretends that he's been hitting tackling dummies and practicing for something else which confuses the three. They walk together until Peter senses danger. The Beetle (under orders from Taskmaster to retrieve the last of the Venom symbiote) arrives by crashing through the roof looking for a piece of the recreated Venom symbiote. The four flee but the Beetle gives chase and knocks Peter away in the process. The Beetle fires missiles at them with Mary Jane pushing Harry and herself down. They believe that he is going to hurt them but he flies past and they realize that he is after Flash who has the piece of symbiote on his shoe. The Beetle attacks Flash in the sports locker room until Spider-Man throws him away and he and Flash wonder why he's after the latter. The two flee with Beetle giving chase and firing missiles at them and Spider-Man hides Flash int the janitor closet with protesting on wanting to help. While Spider-Man fights Beetle, Flash wonders how to help until much to his shock the symbiote bonds with him. Before Beetle can destroy Spider-Man, Flash as Venom appears before them much to Spider-Man's shock. Venom knocks Beetle away but Spider-Man tries to take symbiote off Flash but Venom reveals that he's on his side much to Spider-Man's confusion. Beetle fires grenades but Venom saves Spider-Man by deflecting the grenades off his own body onto Beetle who is blasted outside. Beetle is about to get up but Venom knocks him down and Spider-Man webs him up so that he can talk with Flash from the inside. Flash becomes excited with having bonded with the symbiote but Spider-Man tries to make him see that the symbiote is "pure evil" and that it will corrupt him into being rage and venom. Flash protests that he can become a hero like him but Spider-Man still demands the symbiote. The Beetle tries to escape but Venom chases him to the docks by tackling him down and taking his missile launchers and molding them into his suit. He fires missiles and the Beetle and webs him up before taking him up a crane to hang him so that he can talk why he attacked Midtown High. Spider-Man tells him who the Beetle is and reasons that heroes don't dangle villains to make them talk. Venom pulls him up and Spider-Man tries to make him see that he can't handle the symbiote but Flash tries to get him to see that he can. Spider-Man tries to tell him what Venom can do to its host but Flash reminds him about where he lives and what he has and that he trained all night to be like him while believing that the symbiote is his destiny. Spider-Man then decides to take Venom off of Flash who refuses. Spider-Man kicks him down and tries to use the gadget to take it off but the symbiote refuses to let go and it knocks him down. Venom then decides that he will fight Spider-Man. Spider-Man moves from his attacks and believes it to be like the original Venom symbiote. He tries to shock it off but it has no effect on Venom who reveals that the symbiote is not like the original but different. They take the fight to the ground with Spider-Man trying to tell him that he may have it controlled now but it won't last forever. They then takes their fight on top of a crane with venom telling him that he can control the symbiote. Spider-Man believes it to be an act and they take the fight to the ground again but are the interrupted by a grenade which blasts them both. Taskmaster along with a recovered Beetle appears and knocks them down and thanks them for softening each other up because it makes his job easier and claims that Venom symbiote to be his. Taskmaster reveals that he wasted a lot of time looking for an apprentice and decides to make Venom one. However, Spider-Man prevents Taskmaster from taking Venom away and fights with him. Beetle attacks Venom again but Venom rips off his armor chest plate and belt and molds it into his own armor which changes his appearance. Venom continues to attack the Beetle with his missiles and tendrils until the Beetle manages to blast him back. While back-to-back with Spider-Man, Venom believes it to be their first team-up but Spider-Man disagrees and tells Flash to continue fighting the Beetle. The Beetle uses a sound device to make the symbiote take control of Flash but Spider-Man encourages Flash to take control of it until he stops the Beetle which causes Flash and the symbiote to calm down. Venom then defeats Beetle until Taskmaster offers him to be better than Spider-Man and that it's his *destiny*. Unfortunately, Venom attacks him but Taskmaster tackles him down and angrily decides to take the symbiote from him to give it to someone more worthy. Flash decides to not give up and Spider-Man saves him before they both defeat Taskmaster by throwing him into the water but he escapes. Spider-Man believes that they would've been in a lot of trouble and asks if Flash is still in control of the symbiote with Flash confirming that he is. Spider-Man is surprised and impressed that he's in control because a symbiote takes control of its host and Venom reveals that he is impressed because he never realizes how hard this would be and being a hero is no joke. Spider-Man then finally persuades him to give up the symbiote and Flash listens and he tries to make it leave but nothing happens. They are then shocked to find that the symbiote really *is* stuck on him. They take him to the S.H.I.E.L.D. Tricarrier where Dr. Connors examines Flash and the symbiote and reveals that he's tried everything but the symbiote has bonded with Flash's DNA making him a perfect host for it and becoming one. Director Fury locks him up believing that he will lose control of it but Spider-Man persuades him to let Flash go on condition that he stays on the Tricarrier. It is then revealed that other superhero kids (consisting of Cloak, Dagger, Squirrel Girl, Ka-Zar, Triton, Speedball, Gravity and Echo) like Flash have appeared and Spider-Man persuades Director Fury to get to them and train them to be the next generation of heroes before someone else gets to them first. Flash and the symbiote are then seen training under the alias "**Agent Venom**" as the first New Warriors recruit.

#### The Next Iron Spider

When Spider-Man recruits and gives Amadeus Cho (who is his rival in science when he is Peter Parker) the Iron Spider Armor to be a hero, he takes him to the Tricarrier. He then introduces Iron Spider to Agent Venom with Iron Spider getting confused on the symbiote first being evil until becoming good and that they get to join his team. Spider-Man reveals that he's putting another team called the New Warriors together and they are the first members with Iron Spider asking like the ones on the list of superhero kids that Taskmaster has. This makes Spider-Man and Director Fury realize that Taskmaster is in the system and is racing to recruit them in which Spider-Man decides to continue doing.

#### New Warriors

On the Tricarrier, Agent Venom is with Iron Spider, Ka-Zar and Zabu when Spider-Man introduces the New Warriors to his classic team. Spider-Man is about to say a speech but Director Fury makes him move on to training. White Tiger and Power Man doubt the new recruits due to their inexperience but Spider-Man pares them up with Agent Venom being pared up with Iron Fist. Spider-Man introduces the New Warriors to the Life Model Decoys (L.M.D.s for short) and make them into villains like Doctor Doom, Batroc the Leaper but then decides to train them with the Destroyer. Iron Fist punches one L.M.D. down while Agent Venom fires missiles on it. Spider-Man then instructs Iron Spider to watch his spacing and Agent Venom and to hit the blind spot in which they do. After defeating the L.M.D.s, the New Warriors celebrate their first win. The classic team are finally impressed until Spider-Man senses danger. They then see Taskmaster with his new team, the Thunderbolts (consisting of himself, Cloak, Dagger and Vulture) appear in the training room. They are surprised by this entry before Taskmaster tells them to take down Spider-Man just like they trained. The three attack him with Dagger throwing her light daggers and Vulture using his sonic screech but Spider-Man dodges them all. His classic team try to help but Spider-Man tries to tell them that he will make them listen due to him having helped them with their problems. Vulture uses his sonic screech on Spider-Man, his classic team and the New Warriors. After Taskmaster has Cloak teleport Spider-Man’s classic team to the Bermuda Triangle, the New Warriors decide to help due to it not being a training exercise. Agent Venom attacks Vulture but he misses and Vulture uses his sonic screech to knock him down. Ka-Zar and Zabu attack him but Vulture tackles him in the air. Iron Spider shoots at him but Vulture has the shot hit Ka-Zar instead before he knocks him down. Spider-Man then realizes that this was all a diversion for Taskmaster to put the ship under lockdown before he and the Thunderbolts leave. The New Warriors berates themselves but Spider-Man shows them a way out into the vents. After finding that everything's set off and wonder what Taskmaster would want but Spider-Man believes it to be technology he wants. However, they find that the tech and armory is safe until Spider-Man realizes that the Thunderbolts have teleported to the detention center. They then see Taskmaster and Dagger struggling to open the entrance. The New Warriors realize that Taskmaster need them for a big prison break until Agent Venom suggests that they take the drop on them like they did them earlier with Iron Spider, Ka-Zar and Zabu agreeing with him without thinking of a plan of strategy. They attack but Taskmaster has Cloak teleport them somewhere else which tricks the New Warriors into destroying the entrance and freeing Spider-Man's arch-nemesis, the Green Goblin (who had hired Taskmaster to free him), Doctor Octopus, Beetle and Scorpion. Green Goblin congratulates Taskmaster for freeing him from his captors and delivering Spider-Man. Doctor Octopus attacks Spider-Man before Scorpion and Beetle but Spider-Man manages to dodge their attacks but Green Goblin is able to hit him. Spider-Man believes it to be a fair fight before Green Goblin points out that it isn't. The New Warriors fight the villains with Doctor Octopus battling Agent Venom, Ka-Zar and Zabu. Agent Venom then battles Scorpion before saving Amadeus Cho from getting crushed by Green Goblin after he destroys the Iron Spider Armor. While Green Goblin and the Thunderbolts leave to get the Siege Perilous, Spider-Man and the New Warriors battle Doctor Octopus, Beetle and Scorpion. Scorpion battles Agent Venom which gives Beetle the advantage to knock him into a wall. Spider-Man then decides to retreat much to Agent Venom's surprise but Spider-Man tells him that they need to regroup. They hide in the vent and Spider-Man tells him that they should not give up even after getting beat. They are ready to give up but Spider-Man persuades them to not give up like Captain America would not do with Agent Venom agreeing with him. They then learn from Director Fury that Doctor Octopus, Beetle and Scorpion are in the transport hanger where they decide to head for. The three villains almost escape but Vulture prevents them from leaving by crashing the wing of their jet back onto the S.H.I.E.L.D. Tricarrier. Director Fury then decides to separate the back part of the Tricarrier. The New Warriors come face to face with the Thunderbolts with Spider-Man telling them to expect the unexpected. Agent Venom asks if they can go for them and Spider-Man allows it with Agent Venom firing at Taskmaster. Green Goblin then shoots electric blasts at them and after Cloak teleports Spider-Man and himself, one of Green Goblin's electric blasts shoots him into the inside of the fan. After Taskmaster refuses to help save Cloak, Green Goblin continues to blast at Agent Venom before Taskmaster gives him a hook to get to the other side. Agent Venom tries to save Spider-Man and Cloak but the fan prevents him from reaching them and Amadeus tells him that it's no use. Amadeus then tells Spider-Man to fall down the Tricarrier with Cloak. Cloak manages to teleport them back onto the Tricarrier and he and Dagger become ashamed at having trusted Taskmaster but Spider-Man persuades them to join the New Warriors. They are then confronted by Doctor Octopus, Beetle and Scorpion in which Spider-Man believes it to never happen like Captain America but Agent Venom blasts them. Spider-Man tells them that he's going after Green Goblin, Taskmaster and Vulture while they take the other villains down. Ka-Zar doubts that they can defeat them without him but Spider-Man reasons that being a superhero means standing up no matter how impossible the odds and that they have to go on which makes them agree with him. Amadeus points out that he doesn't have his armor but Spider-Man remind shim that he's the smartest guy and gives him a gadget to put into a computer before leaving to confront the other villains in the armory. The New Warriors lure the other villains into the training room and Doctor Octopus taunts them about running away. Amadeus releases three L.M.D.s who assume the shape of Spider-Man with Ka-Zar asking if they can win but Agent Venom assures that they can. After Scorpion is defeated, Beetle attacks Agent Venom but he is thrown by him to Dagger who uses her light daggers to throw him to Cloak to teleport him down which defeats him. Agent Venom the high fives them both. Doctor Octopus destroy two L.M.D.s before Cloak appears behind him and before Doctor Octopus dodges his attack. Ka-Zar kicks him, Dagger throws her light daggers into his face and Agent Venom webs him up. Doctor Octopus angrily tells them that their just children, that they're nothing and that they're just another one of S.H.I.E.L.D.'s group of lackeys before Amadeus tells him that they are New Warriors before knocking him out. Doctor Octopus, Beetle, Scorpion and Taskmaster are taken back to their cells but Green Goblin and Vulture escape. Director Fury praises Spider-Man for his leadership and reveals that their new place of training will be at the Triskelion where S.H.I.E.L.D.'s Academy is much to the classic team (who had returned from the Bermuda Triangle) and New Warriors delight.

#### S.H.I.E.L.D. Academy

Later, the classic team and New Warriors (Squirrel Girl having joined) are at the Triskelion AKA S.H.I.E.L.D.'s Academy. They are given a tour by Director Fury who reveals that the Avengers are some of the guest instructors and are shown their dormitories. They are then taken to the training room where Iron Spider points out of no books or desks until Director Fury reveals it to be a test by bringing out probe robots and "Hopes they survive the experience" much to Spider-Man's chagrin. Spider-Man leads each members of the team and he teams up with Agent Venom where they web up the rest of the probe robots and swing them to Cloak who teleports them to destroy the rest of others. Director Fury is impressed but mentions that they will be challenged by every waking and non-waking moment at S.H.I.E.L.D.'s Academy and they must always be alert with Spider-Man agreeing with him. The next day, the students begin another day at the academy. After learning Advanced Agility with Captain America, they learn Advanced Bomb Defusing with Whizzer showing them how hard it is and hopes that they're getting it all down because there's a test the next day which annoys Spider-Man before they move onto Advanced Showboating with Hawkeye. However, when Spider-Man and Iron Spider accidentally reactivate Arnim Zola, they decide to search for him. However, Power Man and Agent Venom, having overheard their plan, decide to go with them much to Spider-Man's annoyance. They track Zola to an underground laboratory where they discover pods and Iron Spider reveals that he's close. Spider-Man orders him to surrender due to being outnumbered but Zola proves him wrong by using his T.V. antenna to summons his Synthezoids and orders them to attack. While fighting them, Power Man remarks that the Synthezoids are grosser than Agent Venom which causes the latter to be insulted. He and Iron Spider fire their missiles at the Synthezoids . Unfortunately, they reabsorb back to themselves and Zola reveals that his HYDRA Synthezoid army are powerful, resilient, expendable and completely under his control. They continue to fight the Synthezoids with Power Man using a Synthezoid to be his fist with Agent Venom liking it. He tries to use his tendrils but is pulled and thrown into Iron Spider. They are overpowered by the Synthezoids before Spider-Man tells Iron Spider to send a text when they find that Zola is blocking the signals. Iron Spider is not sure if it worked until Whizzer in his superhero costume speedily arrives and destroys the Synthezoids. He reveals to them that he's still got pep in his step and some zing in his ring when they are texting. Zola recognizes him as his old nemesis and taunts him about growing old while he remains immortal. Whizzer tells him that he is still fit enough to snap his T.V. antenna like a twig. He runs to him but the Synthezoid paste grabs his legs, trapping him. Zola taunts that even at his age, he never learnt that he could never defeat HYDRA and that they will always rise again while he turns that paste back into his minions. Whizzer tells the teens to go for his T.V. antenna on his noggin because that's what's controlling his army. This fails when Spider-Man and Iron Spider are knocked away by its shield and Zola taunts Whizzer about him slowing down and thinking about opening himself to such an obvious attack. He arrogantly taunts that his Synthezoid army is a match for S.H.I.E.L.D.'s agents, that they will crush them, conquer the world and nobody will interfere. Spider-Man realizes this and has Iron Spider to project his his interference signal around Zola which will cut him off from his army. This succeeds but the lab starts to explode but Whizzer speedily takes Power Man, Agent Venom and Iron Spider to safety and tells Spider-Man that they need to leave but not before he closes the book on this blast from the past. He then proceeds to defeat Zola by punching him. Unfortunately, the explosions knock Whizzer out but Spider-Man is able to save him and escape the explosion. Spider-Man heads back to Zola who turns off but not after he threatens to return. Whizzer recovers and thanks Spider-Man for saving his life and Spider-Man is about to ask about not telling Director Fury about what happened but Director Fury is behind them. Spider-Man takes the blame for Iron Spider about reactivating Zola but isn't expelled.

#### The Rampaging Rhino

On the Tricarrier, who appears to Spider-Man and claims that he's on the Tricarrier to do a little extra credit and reveals that he didn't know how being stuck with the symbiote would go but it turned out pretty well. However, the two then see Rhino who awakens with Agent Venom asking what he's doing on the Tricarrier and Dr. Connors reveals that they've been doing tests on him and that there is "no more" Alex because the chemicals he took have made his transformation permanent much to Rhino's horror. Spider-Man tries to assure him to not give up hope and Agent Venom tries to help by using himself as an example of being a nobody but he now goes to S.H.I.E.L.D.'s Academy. Rhino points out that he doesn't know who he is until Agent Venom reveals himself as Flash much to Rhino's anger. He blames Flash for making him become a rhino-mutant and for being caged up like a monster while he goes to a hero school. Dr. Connors puts the pod's shield on to prevent Rhino from leaving and Spider-Man tries to make him see that Flash had changed but Flash believes it to be be siding with himself but Spider-Man tells him that he's not on anybody's side. Unfortunately, Rhino's anger causes him to break free and grabbing both Spider-Man and Agent Venom to ram through the walls and causing the three of them to fall. Spider-Man uses his webs to grab both Agent Venom and Rhino and asks the former if he's got a parachute and. Agent Venom makes a parachute much to his surprise and it saves only Spider-Man but Rhino's weight causes his web to break and fall into the city. Agent Venom believes that Rhino never survived the fall but Spider-Man warns him to not underestimate him and Rhino appears again. Rhino decides to have pay back again but Agent Venom still tries to assure him that he's changed his ways and doesn't bully "weak defenseless" geeks anymore but Rhino takes this as an insult. Spider-Man tries to make them calm down but Rhino grabs him, claims to be calm and throws him into a car. Agent Venom having no choice, decides to fight him but Spider-Man reminds him that he's still a rookie. Rhino throws him into Spider-Man and threatens to squash him for real. He rams them with a car into a restaurant and believes that nobody's on his side and leaves to rampage through the city. Director Fury calls Spider-Man and reveals that he's sending all S.H.I.E.L.D. resources to apprehend Rhino but Spider-Man believes that they'll make it worse. Agent Venom agrees with Director Fury about Rhino being an "animal" but Spider-Man points out that a cornered animal is much worse. Spider-Man manages to persuade Director Fury to make him talk to Alex from the inside for now and he and Agent Venom head on their bikes to find him. Spider-Man asks Agent Venom what he thinks of his Spider-Cycle until Agent Venom uses his symbiote to change it much to Spider-Man's annoyance. They chase him and manage to use their webs to trip him into stopping in front of a S.H.I.E.L.D. blockade. Spider-Man jokes about seeing Rhino's "permit" for his horn much to Agent Venom's amusement but this angers Rhino further and attacks them while destroying the Spider-Cycle which Spider-Man uses on him. Rhino believes that Spider-Man's another bully like Agent Venom who wrestles with him while telling him that he's not who he was anymore. Rhino breaks free from the webbing and symbiote and blocks a punch from Agent Venom before crushing him. He claims that he won't go back to S.H.I.E.L.D. because they won't cure him. After defeating Spider-Man, he flees again. Agent Venom blames himself for making things worse and creating "two monsters" but Spider-Man assures him that it's not over yet. Director Fury calls again and decides to send in the "big gun" when he finds that the progress they made isn't working. Much to their shock, it is revealed to be Hulk who is the "big gun". Hulk is happy to see Spider-Man again and Agent Venom is happy to meet Hulk who punches him into the S.H.I.E.L.D. tank believing that the symbiote is still evil but Spider-Man assures that it's good now. Hulk confronts Rhino but Spider-Man and Agent Venom block to calm them. Rhino believes that he brought more of his "boyfriends" to fight him and fights with Hulk who realizes that Rhino is tougher. The fight causes a lot of damage and Agent Venom saves some S.H.I.E.L.D. agents from falling debris. Spider-Man and Agent Venom web Rhino up to prevent him from escaping again and Spider-Man reasons that they know he's angry but he must calm down before somebody gets hurt especially him getting hurt by the "Not So Jolly Green Giant". Rhino breaks free and attacks them until Hulk saves them and they continue fighting which takes them to the ice hockey rink. Spider-Man points out that they're not stopping him and Agent Venom believes that Rhino might be tough but they are as well with Hulk agreeing with him. Believing, that it's still his fault, Agent Venom cuts the score panel but gets himself tangled and Rhino and Hulk manage to avoid getting crushed by it. Electricity from the score panel shocks Agent Venom but Spider-Man saves him and takes him back to the Tricarrier for help while Hulk continues fighting Rhino who he blames for Agent Venom getting injured. On the Tricarrier, Dr. Connors assures that he'll recover and that the symbiote protected him. Spider-Man apologizes for letting him get in harm's way but Flash assures that it's *his* fault and that he should never give up. Spider-Man then decides to take the Hulkbuster Armor to help Hulk fight Rhino. However, Spider-Man along with Hulk finally realize that Rhino was rampaging through the city to go back to his home and manage to talk to Alex from the inside that he can still be a hero and change his ways in which Rhino does. However, he refuses to go back home in his rhino form and turns himself in. He is sad to be in custody until Agent Venom appears and Spider-Man tells him that it's his cue. Rhino Apologizes for everything he did and Flash agrees on deserving it. Spider-Man with Hulk's help manage to persuade Director Fury to let Rhino train to be a hero in S.H.I.E.L.D.'s Academy and Rhino joins the New Warriors. At the Triskelion, Rhino asks about having to go to school with Agent Venom again but Spider-Man reveals that he didn't say it was going to be easy and assures that he can do anything if he doesn't give up. Rhino tries to click something at his desk which breaks much to his annoyance.

#### Ant-Man

The classic team and New Warriors are being taught by Ant-Man that in the middle of a fight, size is relevant. When Spider-Man makes fun of size a being a gimmick and not a battle skill, Ant-Man uses him as a demonstration. The teams watch as Ant-Man uses his shrinking powers to beat Spider-Man until they hear the alarms go off at the Triskelion brink. Ant-Man calls for his ants and the teams find that Doctor Octopus had escaped his cell. Before he can leave, Spider-Man, Ant-Man, Spider-Man's Team, and the New Warriors confront him. Everyone sees Nick Fury arrive and Spider-Man jokes about how a joke breaks a dud, it would leave Director Fury to bounce him back into his cell. Doctor Octopus reveals that it was Director Fury who was kind enough to release him. Director Fury is then revealed to be wearing Green Goblin's gloves and is flying on his glider before he attacks them. The teams avoid his attacks while realizing that Director Fury is not himself. While that is happening, Doctor Octopus leaves to escape but Spider-Man sees him and alerts the others. While Nova, Rhino, Dagger and Agent Venom go after Doctor Octopus, Spider-Man, Iron Fist, Iron Spider, Power Man, and Ant-Man knock Director Fury out and take him to the sick bay. They discover an octopus nanobot' controlling him and Doctor Octopus reveals that his nanobots are going to tear Director Fury apart from the inside. While Spider-Man, Power Man and Ant-Man go into Director Fury's body to destroy the nanobot, Nova, Rhino, Dagger and Agent Venom are battling Doctor Octopus but he has the upper hand against them. In the body, it is revealed that Doctor Octopus has also built nanobot versions of Green Goblin, Beetle and Lizard to stop Spider-Man, Power Man and Ant-Man from destroying the nanobot on Director Fury's brain. When Spider-Man is able to hack into the brain, Director Fury tells him that Doctor Octopus made him do two things: to release him from his cell and to build the Triskelion to malfunction which will result in an explosion. After Spider-Man is able to control Director Fury into stopping the explosion, Doctor Octopus believes that they may have saved Director Fury's body but they won't save his mind. Unknown to Doctor Octopus, they are able to stop the nanobots exploding and Doctor Octopus is finally defeated by Nova, Rhino, Dagger and Agent Venom and taken back to his cell.

#### Burrito Run

The classic team and New Warriors are training under Hawkeye with him easily shooting them down while they take out robots. While defeating a few of them and telling lessons at one point, Agent Venom attacks him but Hawkeye uses an arrow with sonic sound to defeat him while telling him on Lesson 17: Focus. Most fights are momentum by momentum, so don't take your eyes off the target. After defeating them, class is dimissed and everyone heads to their dormitories exhausted. During lights out, Spider-Man, Power Man and Squirrel Girl sneak out to go get burritos and defeat villains like Mesmero, Shocker, Batroc, Boomerang and Grizzly. When morning arrives, Hawkeye wakes everyone up until Power Man and Squirrel Girl (with the exception of Spider-Man) appear and make an excuse that they were in the bathroom. Hawkeye notices that Spider-Man isn't among them and Power Man and Squirrel Girl point that he "still in bed having been studying all night". Hawkeye tests and Spider-Man appears and grabs the arrow while pointing out on what he taught them the other night. Seeing is that they have been so "diligent" in their studies, Hawkeye gives the superheroes the morning off and excuses that he was going down to I.T. and leaves. Spider-Man gives everyone a burrito until Director Fury appears and takes a Joey-Q's burrito himself which is revealed to be his favorite. He tells them to eat up due to a new obstacle course in the afternoon and they'll need the energy to boost up their fighting skills. Power Man and Squirrel Girl are shocked that Director Fury knew of their outing from last night and Spider-Man guesses that he wanted a burrito as badly as they did and reveals that he had another one for himself.

#### Inhumanity

The classic team and New Warriors are in classroom waiting with Nova and Iron Spider betting that Spider-Man will be late again but he makes by one second. He reveals that he was chasing Molten Man all night and Iron Spider asks if it was the villain that gave him trouble or if something happened until Triton (having joined the New Warriors) appears late for class qhich makes Spider-Man point that "**Fish**" happened. Later, everyone hears and feels a rumble until they see that the Inhuman city of Attilan has arrived. Medusa sends a message for everyone to "surrender or there will be war". Everyone then believes that Triton is a spy by taking him into custody. Being the only one who believes he is not a spy, Spider-Man convinces Director Fury to give the two time to solve this matter peacefully. It is revealed that Maximus the Mad had taken control over the royal family, and the true mastermind behind the attack. However, Spider-Man and Triton are able to stop him. As an apology, Triton is made the Attilan ambassador.

#### The Revenge of Arnim Zola

Flash was placed in a stasis pod along with the other students. Venom, Spider-Man, Rhino and team up to save their fellow classmates. Spidey breaks Cho out of his pod and borrows the Iron-Spider Armor to battle Arnim Zola.

#### Contest of Champions: Part 1

He and the other students where forced to take part in the Contest of Champions, a game between the Grandmaster and his brother the Collector.

#### Contest of Champions: Part 3

Flash learn Peter's true identity when Aunt May revealed that she always knew about his double life all along. This took the two young heroes by surprise due to their past with Peter Parker. Like Amadeus, he was shocked by the revelation, but it also made the bond between them stronger, leading them to becoming best friends.

### Season 4: Ultimate Spider-Man vs The Sinister 6

#### Miles Miles From Home

When Spider-Man comes to the academy with Miles Morales, Agent Venom welcomes him to the team after hearing he comes from another universe. He teases the pair, since they share the same hero name and Miles has to work on finding a new one.

#### Iron Vulture

Agent Venom is present when a crime goes down and laughs at Miles' attempts at hero names. After Miles fights the Batroc the Leaper, Venom tells Spider-Man to let his ward some space after his ordeal. After noticing Leaper has Hydra upgrades, Spider-Man interferes but makes things a mess. Despite this, Miles still defeats the villain and Agent Venom round some up while complaining about this ordeal.

#### Double Agent Venom

Doctor Octopus removes the Symbiote from Flash, only to get it back later on. Upon merging with it again, Agent Venom is slightly redesigned to look like his main comic book counterpart's first Agent Venom costume design.

At the end, Venom is bonded with his Symbiote again and he goes to bond with Scarlet because he heard of him taking part in the rescue.

#### Anti-Venom

By the time after seemingly destroying Anti-Venom symbiote with the help of Iron Patriot and Spider-Man, Flash and Harry were left in a coma, but Flash received way more damage than Harry, such as having his left leg injured.

#### The New Sinister Six: Part 1

Before Scarlet Spider revealed to be Doctor Octopus' spy (not Rhino), Flash takes care of Aunt May while the Web Warriors is away to defend Triskelion from Ock and his new supposedly Sinister Six.

#### The New Sinister Six: Part 2

Apparently, Flash already was suspicious of Scarlet Spider's true allegiance had been with Doc Ock, with an Arsenal Wheel Chair given by SHIELD, he protected May from their attack. However, only to have the arsenals disabled by Scarlet and destroyed by Ock, knocking Flash out. He is saved by Spider-Man from being crushed by one of the tentacles from Doc Ock's new organization of the island compromised from HYDRA, OCTOPUS and was being taken safely by May, before she is suddenly being abducted by Ock into the island behind Spider-Man and Scarlet's back.

#### The Symbiote Saga: Part 1

During a mission, Morbius got a sample from Agent Venom's symbiote suit to revive Carnage, and that chaotic Symbiote's revival reacts the Venom Symbiote and controls Flash into following it to the base where Doctor Octopus' HYDRA faction experimenting on Carnage. As the Venom Symbiote reacts by a fear of Carnage's chaotic nature, when it transforms Doctor Octopus into Monster Ock, Flash's fear of not ready to be a true hero like Spider-Man makes him powerless while trying his best to re-assume Agent Venom form. By the time Carnage can now assume a form without a living host and attempt make a chaos around New York, at the same time Spider-Man tried to risk his life stopping it, Flash regains his courage and manages to transform into Agent Venom.

Though both Spider-Man and Agent Venom stop Carnage by using a Sonic Blaster in a higher level, they soon realize that this new Carnage is created to be a bomb to infect other hosts under its control once there is enough Sonic Blaster's blast on that Symbiote.

#### The Symbiote Saga: Part 3

When Harry and Mary Jane are having being possessed by respective symbiotes, Flash helps Peter by unmasking their identities to them, as their friends need their help not as their hero identity, but as their civilian identity. Flash also saves the day by disarming the missiles, as Peter and the others are surprised by his effective manner.

#### The Spider Slayers: Part 2

Agent Venom is training with Kid Arachnid and Iron Spider. MJ then shows up and tells them that Peter is out with Doc Ock and Scarlet Spider who is still alive. Venom is told by her that Peter is suspicious of Doc Ock. Flash and Iron Spider try to stop MJ from accompanying them, since she doesn’t have power until she reveals her own powers. Flash is shocked by what he sees especially when she overpowers him and Iron Spider. A dazed Flash is told by Miles that he votes for her to go.

With Scarlet Spider revealed to be alive well and found out his actual origin as a half-synthezoid clone of Spider-Man as a mean to redeem himself, Agent Venom still having a trust issue with Scarlet due to his previous allegiance with Ock.

#### The Spider Slayers: Part 3

In the same time the imperfect synthezoid clone of Spider-Man named Kaine attacks S.H.I.E.L.D., and attempts to absorb both spider essence from Web-Warriors and his other clones while Scarlet tries his best to redeem himself, Agent Venom forgave him in the end. The pair then share compliments on their acts before going for snacks.

#### Graduation Day: Part 2

After graduation from the academy, as well as after Doctor Octopus turned himself in during a short ambush on the academy, Agent Venom and Scarlet Spider are promoted as the new tutors of the academy.

## Powers and Abilities

### Powers

#### Venom Symbiote

**Black Symbiotic Costume:** Flash is possessed by the symbiote, but has found a way to partner with it as a friend, thus retaining his full mental faculties while in Venom form; unlike when Harry Obsborn attempted to be Venom, Flash is in complete harmony with the symbiote and never loses control when his temper flares. The symbiote has some of Spider-Man's spider powers, granting Flash access to those powers as well. This version of the symbiote is also capable of absorbing weaponry and armor, as when he took the missiles from Beetle. As revealed by Dr. Connors, this was because Flash's personal DNA proved so ideal to it, the Symbiote bonded to his genetics on a cellular level. This makes it nearly impossible for the Symbiote to be removed from Flash, greatly reducing his vulnerability to electricity and sonic vibrations.

* **Shape Shifting:** The Symbiote's gives Agent Venom a virtually malleable anatomy which allows it to create countless tendrils for transport or modifying weaponry and technologies, which can be used to further aid him in battle.
* **Superhuman Durability:** He is also far more resilient to physical damage than Spider-Man himself, able take the brute force of Rhino or Hulk and recover quickly after.
* **Superhuman Strength:** Combining the Symbiote's own strength with that of the replicated Spider-Man's and Flash's, Agent Venom is much stronger than Spider-Man, able to effortlessly rip heavy and solid structures bolted in from their surface.
* **Regenerative Healing Factor:** Agent Venom has a greatly accelerated healing speed, able to heal broken bones and damaged flesh instantaneously. He can also heal infections to an extent that modern medical technologies cannot. The Venom Symbiote can also instantly regenerate its own bio-mass, effectively making Agent Venom's bodysuit form indestructible.
* **Technology Morphing:** Agent Venom can morph and enhance vehicles and other forms of machinery and technology using the Symbiote.
* **Assimilation:** Agent Venom is able to absorb and retain the abilities of others that it has merged with. In addition, unlike the previous Venom Symbiote's could only merge with living creatures and morph it into its own likeness, this one is able to assimilate technology into its mass, where it can then use it as the original owner would and even enhance its usage.
	+ **Missile Launchers**: Agent Venom stole the Beetle's shoulder-mounted missile launchers.
	+ **Bio-Armor**: Agent Venom stole some pieces of the Beetle Armor to give himself extra protection.
	+ **Spider Powers**: With the original Venom Symbiote having merged with Spider-Man for a period, it was able to replicate and integrate all of Spider-Man's powers.
		- **Superhuman Agility:** He is far more agile than a normal human being, able to swiftly and effortlessly dodge a barrage of projectiles unscathed, all while launching a counter-attack without reducing his accuracy.
		- **Spider-Sense:** Like Spider-Man, Agent Venom has a natural radar to incoming danger, allowing him to instinctively react and avoid it even if caught off guard.
		- **Wall-Crawling:** Like Spider-Man, he can stick to nearly all surfaces without using his hands or feet, allowing him to scale any terrain without any tools.
		- **Organic Webbing:** Unlike Spider-Man, Agent Venom is able to generate webbing natural from his wrists, preventing him from ever running out of the substance.
		- **Claws & Fangs:** Either by his own volition or when the symbiote is agitated by a loud sound, Flash can assume a more muscular and feral Venom form much like the one Harry Osborn used. In this form, he has claws and an open mouth full of fangs.
		- **Immunity to Spider-Man's Spider-Sense:** As the symbiote was created from Spider-Man's DNA, Flash can sneak up on him undetected as Spider-Man's Spider-Sense registers him as Spider-Man.
		- **Camouflage Capabilities:**
		- **Constituent-Matter Generation:**

### Abilities

* **Peak Human Strength:** Flash has been shown to be quite strong even for a normal human, like punching a dent on lockers.
* **Peak Human Acrobatics:** Despite his large built, Flash is shown to be very nimble and agile, as shown from his performance in a P.E. fitness course setup by Taskmaster. His performance made Taskmaster initially believe Flash was Spider-Man.
* **Hand-to-Hand Combat:** He was a capable fighter, relying on effective brawling skills from his years of sports. After training in S.H.I.E.L.D., his combat abilities increased drastically, able to take on multiple enemies at once.
* **Iron Willpower:** Looking to Spider-Man's nature as a role-model, Flash has also emulated the wall-crawler's strength of will, refusing to accept defeat or give in to torture.

## Appearances

### Ultimate Spider-Man

#### Comics

* Marvel Universe: Ultimate Spider-Man #4 (Take Me Out at the Ball Game & Don't Rain On My Parade!) (mentioned)
* Marvel Universe: Ultimate Spider-Man #7 (There's a Ghost in My Locker!)

**Ultimate Spider-Man Infinite Comics*** Ultimate Spider-Man Infinite Comics #13
* Ultimate Spider-Man Infinite Comics #14
* Ultimate Spider-Man Infinite Comics #19
* Ultimate Spider-Man Infinite Comics #20
* Ultimate Spider-Man Infinite Comics #24

**Marvel Universe Ultimate Spider-Man: Web-Warriors*** Marvel Universe Ultimate Spider-Man: Web-Warriors #12

**Marvel Universe Ultimate Spider-Man: Contest of Champions*** Marvel Universe Ultimate Spider-Man: Contest of Champions #3
* Marvel Universe Ultimate Spider-Man: Contest of Champions #4

**Marvel Universe Ultimate Spider-Man vs The Sinister 6*** Marvel Universe Ultimate Spider-Man vs The Sinister 6 #1
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #2
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #5
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #6
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #7
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #10
* Marvel Universe Ultimate Spider-Man vs The Sinister 6 #11

## Trivia

* In The Symbiote Saga: Part 3, when Agent Venom loses control of the symbiote, he resembles the Mac Gargan version.
* Flash is a fan of Captain America, being flattered by a compliment of his.
* He considers himself to best friends with Peter.

## Background in other media

 File:Agen 00Venom.png
* This is Flash Thompson's fifth animated appearance after *Spider-Man and His Amazing Friends*, *Spider-Man (1994)*, *Spider-Man: The New Animated Series* and *The Spectacular Spider-Man*.
* This is Agent Venom's animated debut.
* His eyes as Agent Venom are different to his comic book counterpart while in some promotional material he has the same eyes as his classic counterpart, until in *Double Agent Venom*.
* Technically, this is Scarlet Spider's fourth appearance after *Fantastic Four (1994)*, *X-Men (1992)* and *Spider-Man (1994)*.
* As of Season 4, Flash was temporarily the second Scarlet Spider, whereas Ben is the first Scarlet Spider before him.

## Site navigation

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