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USAgent #7 - "Venom's Last Stand, Part Two: New Approach" by Clayton Tooley

USAgent #7 - "Venom's Last Stand, Part Two: New Approach" by Clayton Tooley

*Continued from Amazing Spider-Man #447

Sitting at his computer terminal, Jack Walker was furious. He had just made it back to his apartment from his 'battle' with Venom, who had mopped the rooftop with him like he was a rookie. It wasn't that he'd lost the fight that angered Jack, angered him so bad that he hadn't even bothered to bandage his still-bleeding arm yet. It was Spider-Man's condescending tone that had gotten under his skin like a splinter, and that just pissed him off.

"No, you're not," Spider-Man had said angrily. "You go home and take care of that wound, I'm going after Venom!" He shot a webline in the direction Venom had gone. "And stay out of my way!"

"Oh, I'll stay out of your way," Jack said, calling up file after file on his computer, a plan slowly forming in his military-trained mind. He used his DSL connection to both the Sentinel of Liberty's mainframe, and the Avengers computer files, to refresh his knowledge of Venom. He had gone into that fight on the rooftop overconfident, and it was a severe wake-up call. He had only been out of Ravencroft less than two weeks and he'd already convinced himself he was back at 100%.

The plain fact was that he wasn't and he might never get back to where he was before. He wasn't sure if that was a bad thing or not.

But he was determined to make his future different than his past. He would leave behind the rage and anger and insanity of the past. He was going to use his head for something other than a battering ram. He switched over to property listings around Stark's Solutions, finding a large number of buildings that might suit his purposes, all owned by Stark himself. Selecting a few likely spots, Jack memorized the addresses and layouts, then closed the computer down.

He stood, moving to his bathroom, peeling off the ruined top of his uniform. Venom's teeth had torn clean through his chain mail body armor, something a regular bullet couldn't have done. He snagged his Avengers communicard from his belt, which was hanging on a chair, as he went into the restroom. He punched in one of his pre-selected numbers, setting the card on his sink as he began disinfecting and bandaging his wound.

The picture of his face shimmered, disappearing in a swirl to show the strawberry-blonde face of one of Jack's best, and few, friends. Julia Carpenter smiled at him, pleased to hear from him. Then a crease crossed her forehead as she saw his wound. "Jack, what happened? Run in with a dog? I read this newspaper story entitled 'Man's Best Friend?' about this kid named Erik who let his dog eat his…"

"No, Julia," Jack interrupted, cutting to the chase. "I had a run in with Venom, and I need your help."

"Venom?!" Julia asked, stunned. "You don't have webs on your butt, what're you doing messing with Venom?"

"He's a menace," Jack said, scowling when he realized he sounded like a certain newspaper publisher he had read about this morning. "I won't have him terrorizing my city, and since Spider-Man won't do what has to be done, I will. But Spider-Man's involved in this, in any event, but he claimed he didn't want my help."

"Ah, the old 'Making Friends and Influencing People' image you present, hmm?" Julia asked, smiling. "What can I do for you?"

"Go to Stark's Solution and just watch. Whatever personal feud Spider-Man and Venom have going, it's going to come to a head there, tonight."

"How do you know that?" Julia asked, even as she donned her black and white costume in the background, out of sight of her card.

"Two ways. One, there is symbiote research being done on a sample of Carnage's symbiote there, and two, I'm tracking Spider-Man's communicard right now. Don't leave home without it," Jack quipped as he double-taped his bandage down.

"Ok, that tracks," Spider-Woman said as she pulled her mask on. "What are you going to do?"

"Set up the final act. Just contact me when whatever is going to go down at Stark's explodes and they are leaving the building." Before Julia could ask, Jack smiled, "Hey, it's just how these things work out. Once they leave that building, Venom is mine."




Eddie Brock sat in the coffee shop, drinking coffee as he watched the street traffic outside trickle off as the night began. It was just past eight o'clock, and the only people left in Stark Solutions were security guards and dedicated employees. Brock could only imagine that an experiment of the magnitude being performed with his offspring's symbiote would require some late-night work. Well, Eddie thought, smiling. Those who would experiment with something as foul as Carnage should not be surprised about what happens to them. Yes, my other, we will eat their spleens…and Peter's.




The only light on in the tall building that housed Oracle, Inc, was in the office of its CEO, Jim Hammond. Being an android, Hammond never slept, and he was turning out to be the best possible leader of any non-profit organization, since he required very little in the way of monetary compensation. The upkeep on his mechanical body was largely self-internalized, and since he didn't eat or sleep he really only needed a purpose to his eternal life, especially since he had lost his powers saving Spitfire's life. Leading Oracle in its mission to restore the environment of the world's oceans was a noble enough cause for him.

He was reviewing the new personnel files of the people he had hired to replace Dane Whitman and Sersi as permanent science staff when the door to his office was opened. Jim looked up, interested because it had been locked. When he saw who was standing there, he smiled, his blond beard crinkling up in amusement. "Never met a door you liked, eh Agent?"

Jack Walker smiled, pushing the door around. "I don't exactly like to wait, Torch, especially when I need your help. I tried your communicard, but you didn't answer, so I stopped by."

"My communicard is at my apartment, I didn't figure I needed it. If the Avengers or the Sentinels need a paperweight, they know where to find me." Standing, his black suit in stark difference to his blond hair and light skin, Jim said, "Just what do you need me for?"

"I'm going to burn a building down," Jack said. "I'd like to make sure it was only one building, but I can't exactly do that without you."

"I don't have my powers any more, Agent."

"I know you can't flame on anymore," Jack said, shrugging. "But whatever allowed you to control fire still exists, I'll wager."

"Oh, and how did you come to that conclusion?"

"I haven't," Jack said, pulling out a lighter and touching it to the sleeve of his trench coat, which he had soaked in gasoline. He immediately burst into fire, which spread around him quickly. "But I hope to god you will!"

"Jack!" Jim said, reaching out with his hand and urging to flames to him. His reaction was instinctive, as common and unthinking to him as swatting a fly would be to anyone else. Instantly, the fire surrounding the Agent shrank visibly, jumping as if pulled by a vacuum toward the Torch, where it flared around him for a moment before vanishing into the air with a wisp of smoke.

For a moment, neither spoke, although a smug, self-satisfied grin split Jack Walker's face. "You're my hero."

"You're a frig'n psycho!" Jim said, walking forward and putting his finger in Jack's face. "You're not burning down anything!" Jim was excited and mad, and he wasn't sure which was stronger, but Jack helped him focus his energy.

"Listen, I'm not doing the 'heroes fight then save the city' thing. I AM burning a building down, and you're going to help me. If you don't, I'm STILL going to burn it down, only a lot more are going with it. Now, choose which scenario you prefer, and get your coat. We've gotta go see Fabian."




Clinging to the underside of a ledge 14 stories above the pavement of New York City would be a trying time for most people. When you have the enhanced musculature of a man-sized spider, plus the ability for every part of your body to stick to anything, the most trying part of clinging to the ledge was waiting to be knocked off of it. Peter Parker looked out of the solid-white eye patches in his mask and just waited for the cloaked Venom to jump him.

It was an insane plan, but it wasn't like he had any other options. The facts were, as usual, Venom had returned and had him on the ropes. Even though he had lambasted USAgent about getting into his and Venom's fight, the truth was the Agent had saved Spidey from being eaten, and he was grateful. But he had been fighting Venom for years, and he was a more formidable opponent than a guy with a shield could take. Well, except maybe for Cap…

Besides, Spidey thought, watching the window to the Stark Solutions lab across the way. From what I hear, the Agent is as crazy as Venom anyway. But enough about the Agent, he's likely had enough for tonight. He wouldn't know to look for Venom here anyway. I know Brock, and he hates Kasady and his symbiote, Carnage, more than he hates me. He'll come here before he tries to finish me off.

Just then, a black shadow oozed up the side of the window of the lab across from where Peter hung. In his mental ranting he had missed the approach of Venom and could only watch in shock as Brock shattered the window to the lab and leapt inside. Pushing off from the ledge, Spider-Man shot out dual weblines, performing the same slingshot trick as earlier, angling his forward momentum to put him into the lab, feet first.

On a ledge on the 16th floor, Spider-Woman crouched, and frowned.




The brownstone building that served as the headquarters of the Sentinel's of Liberty was as nondescript building as one could find in the Bronx. As Jack and Jim entered through the currently closed costume shop, cameras on the wall analyzed them down to their molecular structure and cleared them for entrance to the hallway. Riding up the elevator, a voice spoke to them, Hello Jack, Jim, said Peggy Carter, the communications officer for the Sentinels.

"Hey Peggy, is Fabian ready for us?" Jack asked.

He just finished whatever you asked him to do, Peggy's voice said. He's excited, so it must have been something difficult.

"Would I ask for anything else?" When the elevator stopped, Jack and Jim stepped out into the main laboratory of Fabian Stakanowitz, the portly scientific/inventing genius of the Sentinel's. He was eating an Almond Joy, which made the Torch grin. "What's so funny?" Jack asked.

"You know, hanging out with you, sometimes I feel like a nut too."

"You've been alive over 70 years and the best you can do is come up with lame puns from a television commercial about a candy bar?" Jack asked, shaking his head. Jim just smiled, finding he really was enjoying this little mission.

"Agent!" Fabian said, wiping his chocolate-smeared hands on his pants. "I just finished, come see!" He waddled to a nearby table where a blue square box sat, about a foot on each side. It was only about eight inches thick, and it looked just like a big envelope. "I'm calling it 'Envelope Napalm'!"

"How's it work?" Jack asked.

"Well, from what you described, you needed a quick way to immediately engulf a room in as hot a fire as you can, but not actually have a fire in the bulk of the room, since you plan to be standing in it. So what this will do is cover whatever surface it's placed upon in flames. Now, keep in mind, in less than three minutes whatever is covered with this will be fully consumed, so whatever is burning is going to collapse, but it's the best I could do."

"It's perfect. If it takes longer than that to kill a symbiote, I'll be dead anyway. How do I set these?"

"Place them in the dead center of the walls and ceiling, and you may need more than one on long walls, for maximum effect. Then, once you're in position, press this button." Fabian handed Jack a watch with the face removed in place of a sunken button. "That'll active all the packets at once, and within seconds the room will be bordered by fire."

"That's insane!" Jim said, stalking forward. "How will Jack survive? All the oxygen in the room will be sucked up, and what keeps Venom from going through the floor?"

"The room I picked out has a skylight," Jack said, helpfully. "I'm going to be entering through it, without opening it."

"And I was going to add that if you put a hole in the wall next to where you place the packet, most of the air it will need to sustain it will be pulled in that way, leaving some in the room." Fabian picked up a canister from behind him. "As for the floor, this is special retardant foam that you'll need to coat the floor with, to keep it from burning. It's also contains microscopic nanites that will broadcast alternating harmonics which will drive Venom's symbiote away from the floor in a hurry. He'll be trapped between a Rock and a Hard place."

"And I just have to keep him there," Jack said, cracking his knuckles. "All you have to do, Torch, is keep the fire contained within the one abandoned building. Once I pull Brock back out, let it burn down, but keep the fire from spreading. Can you do it?"

"I'll have to, won't I?" Jim said. "It looks like you have a plan here…one I have to admit can succeed. But how do you propose to get this set up in time, and get Venom into your trap?"

Jack smiled, then looked at Fabian. "Is Moonhunter ready to fly?"

Fabian nodded, eating the second Almond Joy from the pack on his desk. "He loaded the envelope napalm packets onto the Liberty Jet a few moments ago. He's waiting for you up in the hanger."

"Let's fly, Torch," Jack said, hurrying from the room.

"Very funny," Jim said, following.




Venom's entrance into the lab at Stark Solutions was loud and horrifying, at least for the technicians working on the symbiote project. In the outer room Venom entered, two scientists sat at computers, taking preliminary readings on the symbiote sample in the next room, a highly sealed, heavily secured lab constructed specifically for a symbiote. It was a bit of an exaggerated precaution, however, since this small sample of Carnage's symbiote seemed non-violent, simply roiling around in its clear canister, forming an odd tentacle to probe the dimensions around it.

The scientists were burning the late night oil, covering all the bases before the next day began to true experiments. They had been focusing on attacks from a symbiote within the lab, not from without. When Venom landed behind them, grinning and drooling like an imbecile, they chose the better part of valor and bolted, Venom chuckling as they left.

Let them call for help, he thought as he webbed the two doorways shut securely. Trouble will only come from behind me, once Parker gets here. We are as concerned about the police as we are of the spider, aren't we my other? Stalking forward, Venom's hands grew into long talons and slashed at the bulletproof glass window, neatly separating it like tissue paper. Stalking into the lab, Venom let out a cry as sonic blasts assaulted him, one of the safety measures preventing the sample from getting out working to keep him from getting in.

"STOP!" he screamed, slamming his hands into the black boxes on the wall, figuring they were the source of the silent, horrible noise. As he smashed them, the blasts waned some, but there was a bundle of three across the room that provided enough of a coverage area to keep him away from the clear canister in the center.

Just as he considered how best to destroy them, a red-and-blue blur crossed the expanse of the outer lab and slammed into him, pushing him deeper into the sonic bombardment, causing his black costume to boil around him like raging water.

"What's wrong, Brock? Catching some static?" Spider-Man quipped, his spider-sense buzzing lightly, which he assumed was due to the sonic emitters he had seen described in the experiment information he had been given earlier. The harmonics could damage the inner eardrum of anyone within their range, so it was no surprise his spider-sense alerted him to it, and it made him feel more comfortable battling Venom here. It gave him an edge.

He dove forward, using the disorientation Brock was suffering to land dozens of blows, reeling his worst enemy backwards. "It's funny, I always thought the sound of my voice would be the sound that finally killed you, Brock. Guess my jokes aren't as cutting as I thought."

Spidey took a second to glance at the clear canister holding the Carnage sample. The symbiote was raging, slamming small, ineffective tentacles into its cage, trying to get out. As if it knew who he was and that he was looking at it, the red-and-black symbiote grew a tentacle that morphed into an axe, which bounced harmlessly off the cage, but startled Spider-Man to his soul. It knows who I am! he thought in horror.

His focus on the sample cost him, however, as Venom's hands closed on his ankles and slammed him into the floor. Tentacles that seemed to be glowing hot crawled up his struggling body, but that first slam had rattled his brain. He felt himself lifted up as Venom's hot breath choked his nose. "We've finally found a use for you, Parker." With that, Venom hurled him across the room and through the far wall, taking the last three sonic projectors with him.




In the lobby of Stark Solutions, Steven McCoy was talking with the security guard about forgetting some documents when the two scientists in his division that were overseeing the symbiote research that night, burst from the elevator, screaming. McCoy raised his hands, unable to understand them, and asked, "What's wrong?"

"It's Venom!" Patrick Primas said, grabbing handfuls of his hair and pulling on it hard. "He's destroying everything!"

"I think I need a restroom," Dr. David Brashear said, pulling his coat closer around himself.

"Venom?" McCoy asked, his face paling. Parker said symbiote research was dangerous, but I thought he meant it would come from the sample! He turned to the security guard. "Sound the alarm."




The Liberty Jet, Captain America's personal jet that was available for use by any of the Sentinels of Liberty, hovered in complete silence over an abandoned building less than two blocks from Stark Solutions. Dropping from a rope ladder to the roof, USAgent walked quickly to the skylight, kicking the thick padlock off with one quick heel-kick. He jumped down inside, surveying the room he had read about in the comprehensive files he'd called up on his computer. Whoever P. Potts was, she's a top-notch information source; Stark had better hang on to that one, Jack thought as he unloaded his equipment.

"Moonhunter's returning to base," Jim Hammond called from the edge of the skylight. "Said good luck."

"I make my own luck," Jack said, walking towards the nearest wall with the first packet of envelope napalm.

"So I've seen," the Torch said, smiling as Jack told him where he could go. "I still don't know how you're going to get Venom in here."

Jack attached the packet to the wall, then drew back his hand. At his mental command, his shield formed on his arm, then morphed on the front into a small rams head. He slammed his protected arm into the wall next to the packet, making a neat hole into the next room, allowing an air supply for the napalm. He moved around the room placing the packets. He morphed his shield into a long hand to attach the two packets to the ceiling, equidistance from the skylight, which would provide them sufficient air supply.

Once all the packets had been set, he shrugged the canister of foam onto his back and looked up at the Torch. "Trust me, I have a plan. Once I contact Spider-Woman I'm going to coat the floor and then I'm coming up. Say, how's your acting ability?" he asked as he pulled out his communicard and contacted Spider-Woman to give her the rest of his plan.




Peter Parker wondered for the umpteenth time why he did what he did, even as he pulled his battered body from the wreckage and staggered for the hole he'd made in the wall. He made it just in time to see Venom smash the capsule the sample was in and pull the struggling red-and-black blot out. Spider-Man could hardly believe it, but he could have sworn in that second that the sample of Carnage's suit was overcome by terror and struggling for it's life. I can't let Venom kill it! he thought as he lurched forward, only to be struck down by the remains of the sample's capsule, which Venom had kicked at him.

As he struggled up, Peter could only watch in horror as Venom's symbiote seemed to swirl over the sample, its inner blackness slowly overcoming the red of the sample, and a euphoric smile crossed Venom's horrible face. "Ah, our young has returned," he said in his weird melded voice. "Eat your hors d'oeuvre, my other. The main course is marinating himself now."

"You're EATING it?!" Spider-Man said in shock, even as he pulled himself free and flipped to the ceiling.

"Of course. It's not your spleen, but it's very good." Venom backed out of the inner lab, not wishing to continue fighting in there, unaware of any more traps that might hinder him. Predictably, Spider-Man came after him, surprisingly fast and landed a two-footed kick in his gut, sending the larger man backwards.

"That's it, Venom. I've had enough of you!" Spider-Man said, firing weblines from both hands, which caught on machinery behind Brock. He pulled crosswise, slamming Venom from both sides, stumbling him forward. The symbiote was strangely immobile, allowing more impacts onto Brock's body than usual, but the high the villain was on after eating the sample seemed to allow them to shake off the blows.

"Really?" Venom asked, setting his feet for Spider-Man's charge. "Let's see if you mean it!" He caught Spider-Man in mid-air as he leapt, twisted at the waist and hurled the red-and-blue hero out the shattered window.

Venom leapt after him, firing a webline at the building across from him, swinging downward at the just-now recovering Spider-Man, planning to sink both of his heels into his annoyance's back, but another pair of feet hit him suddenly, throwing him off course to slam into the side of the building he was anchored to.

As he struggled to get a grip, Venom turned to see a woman dressed in a black-and-white spider costume like his own coming to rest on the building below him, an equal distance from himself and Parker. She was holding onto some sort of pink webbing that disappeared once she let it go.

"Spider-Man! Venom! Stop! You've got to help!" Spider-Woman said, holding her hands up.

"Do you mind?" Venom asked, firing webbing at her, which she dodged.

"Spider-Woman, get out of here!" Spider-Man said, tensing to leap at Venom while standing at a ninety-degree angle to the ground.

"No, wait!" Julia Carpenter said, hoping her voice sounded as frightened as Jack had told her to make it. "It's Jack! He's lost it! After his run-in with you before," she said, looking at Venom, "he's gone into a rage, like before! He's talking all crazy and has this old guy held hostage a few blocks away!" She pointed to her left, toward the building Jack had chosen. "He says he's going to show you both! I think he's going to kill that innocent guy and I can't stop him!"

"An innocent?" Venom said, his eyes screwing down into slits. "We should have killed him before, but you stopped us, Spider-Man! You will pay for this also, after we tear this murderer's head off!"

With that, Venom leapt off powerfully, swinging in the direction Julia had pointed. Behind him, Spider-Man crawled to where Spider-Woman stood with a smile on her face. "Spider-Woman! Are you insane! He'll kill the Agent! What are you smiling for?!"

"Because I didn't think it would work," Julia said as she closed her eyes beneath her mask and concentrated. Before he could move, Spider-Man was coated with yards of psi-webbing, the mental webbing Spider-Woman created with her thoughts. Unprepared for it, he found himself securely bound and without the leverage to easily break her hold.

"What is this?!" he said, his voice muffled through the webbing.

"Trust me, Spider-Man. It's better this way." Not liking the tone in Spider-Woman's voice, Spider-Man began to exert his strength against his bonds, struggling to be free. Crouching down, Julia poured her full concentration into maintaining her webbing, hoping she could buy Jack the time he needed. As he continued to struggle, Julia began to groan…




Venom alighted on the roof across from the one he saw the USAgent standing on, and he watched his prey for a moment. The Agent was standing there in his ridiculous costume, with his shield on one hand and the other arm wrapped securely around the throat of an older man with blond hair. The captive looked terrified, his eyes slightly bulged and his pale skin growing red as he was choking. The Agent's blue eyes spotted the uncloaked Venom watching him and he swiveled around quickly, eliciting a gurgle from his victim.

"YOU!" Jack said, his voice loud and shaky. He cringed on the inside as he let loose with the madman routine; it brought back way too many memories and was way too easy to fall into. "I've been waiting for you, monster. I'm going to show you, and Spider-Man too! Think you can just smack me around like an idiot? You think I'm weak? I'll show you…in your own language, monster!" Then, with a look of pure joy on his face, the USAgent grasped the head of his victim and jerked it horribly fast to the side.

The loud CRACK that sounded matched the howl of rage from Venom, who leapt from the rooftop as the older man crumpled in Jack's arms. Jack turned, stepping up to the closed skylight and jumping through, glass showering down around him. Venom did a handspring on the roof and followed the killer inside, scant seconds behind.

Venom landed in a room about 14 feet high that was nearly pitch dark. Only the moonlight spilled in and it didn't show him much. He took a step backwards, trying to spy the Agent, but stepped on an unmoving hand instead. Crouching down, he found the old man discarded, his dead blue eyes staring off into the eternal nothing of death, his head cocked at a horrible angle to the side.

A lighter lit up behind Venom and he turned, still crouched, to look at the USAgent, who was standing on the far side of the room, smiling wickedly. "Now it's your turn," he said, walking forward. "It's time to burn, killer."

"We will eat your heart for this!" Venom said, leaping forward. In their rage, Venom hadn't noticed the calmness of the Agent and was surprised when the hero dropped to his back and kicked him across the room. Recovering in the air, Venom landed on his feet less than two feet from the wall, looking at the USAgent, who now stood between him and the skylight.

"What's the matter, Venom? You miss out on the shoe sale today?"

In shock, Venom looked at his feet, startled to see his symbiote slowly peeling away from the floor, leaving his bare feet standing on the floor, which he now realized was covered in some sort of blue foamy substance. His symbiote told him it was encountering painful harmonics from the floor, but it wasn't a problem for anything not touching the floor. It was enough to send warning bells ringing in his head, however. "What is this?!" he demanded.

"It's the end of the line, monster. It's time you burned for your crimes." Raising his right hand, USAgent depressed the button on the remote.

With a loud roar and eye-blistering blast of light, the packets of napalm flared to life, super-hot sheets of fire poured outward from them in a square of devastation, coating the walls and ceiling in pure fire before either of the men in the room could draw in a lung-burning breath of too-hot air. Having closed his eyes to the coming blast, Jack wasn't blinded by the sudden light like Brock was, but it was the fire that blinded Venom.

"AAAAHHHHHHHRRRRRRRRGGGGGGGG!!!!!" Eddie Brock screamed as the heat assaulted him, sending him to his knees, where the floor only added to his pain. His other was wailing in absolute agony, the double-dose of its greatest weaknesses causing it unimaginable pain. The only thought raging through his mind was escape and the only safe exit would be the skylight, which was wide enough for him to escape without having to touch the flames.

But even as Brock staggered for his feet, he didn't think he could make it. The fire was too hot and too close, and he could hardly stand to touch the floor. His symbiote had pulled away from his body, coiling around his shoulders and spasming in utter agony. Dealing with his other's pain was bad enough, but his own skin was burning from the fire, not to mention being blind and deaf from the sound and unable to process enough oxygen to breathe. There was simply too much pain for him to make it.

Then the fist hit him, knocking him completely from his feet. As he slammed into the foam-covered floor, which was heating up to a boil that also burned his skin, Brock's last thought was about how the USAgent had tricked him, and how much he would miss eating Spider-Man's spleen.




USAgent stood over the unconscious Eddie Brock and grinned the most satisfied grin of his life. His plan had worked! He watched the symbiote pulled away from Brock, seeking an exit. He struck it with his shield, morbidly amused as it seemed to cry out noiselessly in pain. He pulled a battery powered kitchen knife from the pack he'd brought the envelope napalm in and quickly cut the strands of the symbiote that connected it to Brock; the vibrating blades cutting through the symbiote easily.

"NOW, Torch!"

Standing amid the flames, Jim Hammond reached his hands out and commanded the flames he was holding at bay to swarm the now-abandoned symbiote, squeezing it in an unforgiving fiery embrace. With a last, futile struggle, the symbiote died, bursting into flame and turning to dust within seconds. The strands trailing off of Brock also turned to dust, falling to the floor as the Agent watched.

He pulled Brock into his arms, urging his shield to form into a blanket, and walked towards the Torch. "Jim! It's time to go!" Jack looked around him at the inferno that was spreading, and knew they were pushing their luck.

"No," Jim said, his body slowly being coated in flame. "I can't leave or it'll spread. Get Brock out of here, I'll be fine!"

"You sure?" Jack was less than assured when the Torch merely nodded, but he knew he couldn't force the Torch to leave. Crouching, he used his extremely powerful legs to make the jump to the roof, flipping himself out with his free hand and making a run for the ledge nearest the building Venom had previously watched him from. Using the momentum from his run, he leapt, grasping the ledge to the roof across the alley and flipping himself to the roof.

He lay Brock aside, still slumbering from the haymaker Jack had hit him with, a few burns on his smoke-blackened skin the only signs he'd been in the building. Jack's face was flash-burned where his mask hadn't covered him, and he felt dehydrated, but otherwise he was full of glee as he watched the building across from him burn. It was one of a string of abandoned buildings on this block that Tony Stark had bought and was still considering what to do with in the future. He didn't figure Tony would mind saving the cost of tearing the building down and would likely reimburse the city for the expense of the fire trucks, which were wailing their way to the fire now.

As he watched, Jack grew amazed as the fire seemed to fold in on itself, sucking back into the top floor and compressing into one very hot spot. Then, with explosive results to the fragile roof, a burning figure shot into the sky, a quickly dying fire trail following the Human Torch as he rocketed into the stratosphere and released his internal fire in one huge, brilliant burst. Covering his eyes from the blast, Jack howled in joy. "All Right, Torch! Welcome back!"

He never saw the first punch coming, but some battle reflex caused him to roll with it, keeping the impact down to near-bone breaking instead of actual-bone breaking. His instincts now fully in charge, Jack grabbed the arm, pulling on it savagely and planting a knee into his attacker's gut, following it with a double-handed slap to the back that turned into a forward throw, his enhanced strength hurling his attacker away.

It wasn't until he saw the flying figure curl into a ball and land nimbly on his feet that Jack realized who was attacking him. "Spider-Man?" he asked, even as he dodged the flying kick the wall-crawler aimed at his head.

"What have you done?!" Spider-Man screamed, his anger pouring clearly through his mask. "What did you do to Venom, you maniac?!"

Jack felt his good mood evaporate into a blinding, self-righteous rage. "What did I do to Venom?! I did what you should have done years ago! I put an end to him!"

"By setting a building on fire and killing the symbiote?" Spider-Man asked, backing off. "Agent, you killed it!"

"You're god damned right I did," Jack said, pointing a finger at Spider-Man. "What'd you want me to do, just trade blows with Venom, destroying a billion-dollar laboratory before sending him to jail only to return again? Damn it, Spider-Man, if a dog gets rabies, you don't pat it on the ass and pretend it'll get better. You put it down!"

"But it was a living being!" Spider-Man said, knocking Jack's finger aside. "Heroes don't kill!"

"It was an insane alien symbiote, Spider-Man, not a person. And who's to say it wasn't some sort of advanced battle suit? Who says because it acted alive that it really was? It was a menace and your way obviously wasn't going to work, so someone had to do something!"

"And what about Brock? Is he next?"

"No, Brock was just an idiot before he became Venom. He's going to jail, where he won't do anyone any more harm. He wasn't a serial killer before his bonding, like Kasady. If the government has any brains they'll fry him and his symbiote both."

"You're insane," Spidey said, taking a step back. "Who are you to make that choice? You can't stop them by becoming like them! You sound like the Punisher!"

"No, the Punisher kills whoever he wants and I'm not going to. I'm not going to kill Brock because I don't need to, the same as with 99% of the rest of the whackos we go up against. They're only dangerous because they've got a little power and a hard-on to use it. If you take their power away, Spider-Man, then you won't have to fight them again and again. You can't coddle them, your way doesn't work!"

"Really?" Spidey asked, putting his face directly in Jack's. "Like your way's the best way? Say, how are the Watchdogs doing anyway? You got them stopped yet?"

Without a word, Spider-Man webbed Brock up and slung him over his shoulder. Without turning he said, "I'm warning you, Agent, I'll be watching you. One screw up and I'll be there." With that, he swung away.

For a moment, Jack Walker simply stood and watched Spider-Man swing away, his face red. All he had wanted to do was the right thing. He wanted to stop a murderer and make it stick. And he had succeeded. He hadn't given into his rage and he'd pulled it off. He turned, noticing that the Torch had returned and was standing on the roof behind him, watching with Spider-Woman crouched on an air conditioning vent next to him. They had helped him because he'd asked and they'd believed in him, so how come Spider-Man saw things differently? How come every time he did something right someone told him he was wrong? Why didn't anything ever work out for him?

"Goddamnit!" he screamed, swinging a fist at the chimneystack next to him, shattering it into a million shards of gravel with one blow. Without saying anything to his friends, Jack walked to the edge of the building and leapt off into the night.




"That could have gone better," Jim Hammond said, watching Jack storm off.

"Spider-Man's an ass," Julia said, her heart hurting for Jack as much as her head. Spider-Man had managed to overpower her psi-webbing and race off, but she had held him just long enough to help Jack. It had taken her a few moments to make it herself, but she heard most of the argument. "But do you think he was right?"

The Torch was silent as he considered her question. He found it hard to concentrate, however, because he could feel his powers coursing through his blood again and he hadn't realized how much he had missed them. When he'd pulled all the fire into himself, the experimental napalm had came as well, and it seemed to have re-ignited whatever he had lost and he was once again a man of fire. He owed this to Jack, but he tried to consider the question impartially, clinically.

"No," he said finally. "Spider-Man's zeal in protecting life is admirable, but in my long life I have seen men more horrible than any he has ever met in even his extraordinary life. I've fought men willing to send men, women and children who had never done anything to them into gas chambers to die horrible deaths. I've fought a man who took a proud nation and used their petty hatreds to make them the most awful army this world has ever known. I have killed men like them and many who were less evil than them. I have doled out my share of death, Spider-Woman, and it is a hard thing to live with."

"However, Spider-Man's career has seen more good come from sparing life than taking it, and I applaud him for it. But the world, god help it, needs those willing to take a life if it means the safety of innocents. Killing will never be a good thing, but sometimes it is necessary. Jack made a decision that Spider-Man thinks was easy for him, but I suspect it was not, given his past. It is a decision that he will have to live with, as will I, but I believe it was the correct one."

With that, the android Human Torch ignited and lifted into the sky.




As he left the police precinct, Spider-Man noticed he had a visitor and stopped on a roof and waited for her to land beside him. They didn't say anything at first, but finally he asked, "Why did you help him?"

"Because he was right," Spider-Woman said. "A part of you probably agrees."

"You're wrong," Spider-Man said. "He's losing it, just like he did when he was Captain America. He's not fit to be on his own. I'm going to find the real Captain America and make him do something, commit him if necessary."

Spider-Woman put a hand on his shoulder and he winced beneath his mask at her strength. "I want you to understand something, you arrogant snob." The anger on her face drew Spider-Man up short. "Jack's life has been harder than you can ever imagine, and yes, he has done horrible things in his past, things he has apologized for but can never escape. But courting insanity is not something you should criticize, Spider-Man, or was that not you a few years ago running around acting like the Punisher?"

Spider-Man tensed as he was slapped in the face by his memories of those days when he thought he wasn't the real Peter Parker, when the Jackal had him strung out of his wits and Ben was alive. Suddenly he found himself less sure of his anger.

"What you also don't know is that Jack just spent two weeks in a voluntary program at Ravencroft because he felt he was losing control and he does not want to do that again. Talk to your friend Dr. Kafka, Spider-Man, before you go and judge Jack too harshly. You may not agree with what he did, but you have to admit there are a lot of ways tonight could have gone a lot worse. Brock's alive, the Torch kept the fire from spreading and even got his powers back, and Venom is gone…forever."

Spider-Woman formed a psi-webline and prepared to leave. "I'm not sure I agree totally with his methods, Spider-Man, but I helped him because he was trying to do the right thing. You don't have to thank him, but you can at least agree to disagree." With that, she swung off, leaving Peter Parker with a lot more to think about.




When Julia knocked on the door to Jack Walker's apartment, she didn't know if he was home or even if he would answer if he did. When the door unlatched, she was overcome with relief as Jack was revealed in the darkened doorway, wearing a pair of pajama pants, holding an ice pack to his bruised hand. "Julia?"

"Hey, Jack, I wanted to see if you were all right," she said, stepping into the apartment. He closed the door, leaning back against it heavily. "Look, what Spider-Man said…"

She stopped when she saw the tear trail down his cheek. "Why doesn't it ever work out for me, Julia? Why do I always fail?"

Julia came to him, one hand wiping at his tear. "No, Jack, you didn't. You did the right thing." She pulled him into a hug, which he returned, grateful for her words. She angled her head back, looking up into his strong face, smiling at him.

Their lips met and there were no more tears.

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