—Agent Venom[source]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 friends 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.
History
Origins[]
Growing up, Flash Thompson bullied his classmate Peter Parker. He was also a major supporter of the vigilante Spider-Man, who Thompson was unaware was actually Peter in disguise. The two would become friends while they attended Empire State University together; however, Flash dropped out of college and joined the army.[4]

Flash Thompson
While on mission in Iraq, Flash saved a group of soldiers from an enemy attack, losing his legs in the process. He went on to sign up for Project Rebirth 2.0. In the program, Thompson bonded to the Venom Symbiote, turning him into Agent Venom.[4]
Secret Wars[]
The Jackal released the Spider-Virus onto Manhattan. Those infected turned into human spiders, who could then be controlled by Spider-Queen, allowing her to slowly take over the borough. Flash was immune due to being bonded to Venom and thus joined the Resistance.[4]
While chasing down an infected J. Jonah Jameson, the pair found themselves on Earth-41940. This was later reveled to be the result of Earth-41940 and Earth-19919 being pulled together. Separated from Jameson, Agent Venom was found by Spider-UK and asked to help the Spider-Men battle the Inheritors. After the Totem War, he joined the Spider-Men to help them combat the Multiversal Sinister Six.[4]

Among the Spider-Men
During an assault on Spider-Queen, most of the Resistance's superhuman members were captured by the Queen. Her sonic scream took out Venom, forcing Flash to leave the battle disgraced as, while he escaped, his last look at the battle was of Spider-Man, being defeated.[5]
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 living vampire; using the Connors Formula, Spider-Hulk was turned into a Lizard-like creature;[5] and using Goblin Formula, Iron Man was turned into a Green Goblin.[6]
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. Flash was not only shocked that Spider-Man survived, but that he was secretly Peter Parker.[6]

Leading the new Resistance
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.[2]
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.[1]
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.[3]

The ultimate sacrifice
Attributes
Powers
Flash gained the following powers from being bonded to Venom Symbiote:
Abilities
Weaknesses
Paraphernalia
Equipment
See Also
- 6 appearance(s) of Eugene Thompson (Earth-19919)
- 1 mention(s) in handbook(s) of Eugene Thompson (Earth-19919)
- 31 image(s) of Eugene Thompson (Earth-19919)
- 5 quotation(s) by or about Eugene Thompson (Earth-19919)