- I've been to war. Lost men before...way too many. Thought nothing could be possibly worse. But at least we were fighting an enemy then. Soldiers aren't naive. Even in combat, we realize the guys we're fighting have families and hopes and fears just like us. But at least they know what they're doing. These Spider-People? They could be cops, or priests, or kindergarten teachers. Our frinds and neighbors, lovers, famly members, only fighting because their Queen commands it. We can't hold back. All we can do is keep a tally of every piece of our soul we lose... and make the Queen pay for it.
- -- Agent Venom src
Flash would take over as the leader of the Resistance and come up with a plan to separate the Queen from her strongest spiders. Since the spiders' DNA were too integrated to undo, he gathered items that could rewrite their DNA, removing the Queen's control. Hearing from his mole, Werewolf by Night, that there may be a cure at Horizon Labs he fell into a trap set by the spider-powered heroes on purpose, in order to transform them into different monsters: using the Man-Wolf's gemstone, King Spider was turned into a werewolf; using Morbius' serum, Captain Marvel was turned into a vampire; using the Lizard serum, Spider-Hulk was turned into a Lizard-like creature; and using Goblin Formula, Iron Man was turned into a Green Goblin.
Returning back to base, Iron Man informed him of the location of the Queen's Brain Trust. The monstrous heroes attacked the geniuses and freed Vincent Stegron by giving him his dinosaur serum. Before they left, Vision opened a stasis tube that held Spider-Man's living body.
The resistance returned to their underground base after retreating, where Peter Parker was welcomed back. Soon after Iron Man and Stegron started working on a retro-generation ray, the resistance found themselves with a dilemma. The Spider-Queen allowed the resistance to sight some of their members' loved ones, making them decide whether they should use the serums designed to counter the Queen's influence on them, or in more strategically reasonable targets. Peter and Flash were convinced by Stark to go after their loved ones, even if that was what the Queen wanted, because not doing so would mean to reject their human side. After a successful operation, Agent 13, Betty Brant, Carlie Cooper, and Mary Jane Watson were turned into Lizard-like creatures and brought to the base. However, the Queen had inserted tracking devices into them, allowing a spider-army to come for them. Iron Man sacrificed himself and confronted the army alone to let the resistance escape.
Regrouping at Avengers Mansion, the Resistance prepared to dethrone Spider-Queen. Spider-Man gave Thompson his stealth suit to counteract his symbiote's weakness of sonic attacks. Segron was sent out first, utilizing the retro-generation ray to reanimate the dinosaurs of the American Museum of Natural History. This, however, was simply a distraction to isolate Soria from her army. Venom and the resistance then defeated her, but he was conflicted on whether to let her live or kill her. His hesitation allowed for her to mutate into a stronger form.
When Spidey suggested retreating, Flash found the option unacceptable. He rushed Spider-Queen and convinced the symbiote to merge with her and force her to jump off the tower. While the fall didn't kill her, Stegron and his dinosaurs ate her, freeing Spider-Island. Unfortunately, the internal injuries caused by her sonic scream were too severe, and Flash died.
- 5 Appearances of Eugene Thompson (Earth-19919)
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- 25 Images featuring Eugene Thompson (Earth-19919)
- 5 Quotations by or about Eugene Thompson (Earth-19919)
- Character Gallery: Eugene Thompson (Earth-19919)
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