His bedroom, as one would expect from a sixteen year old boy, was a messy one. Clothes and old comic books strewn about, coming to rest in piles around his computer desk on the far right wall of his bedroom and just to the side of the door of his ensuite bathroom. The sun was rising up slowly outside, small specks of light breaching through the thin gap in his curtains and providing a little light on his room.

There came a loud mechanical beeping from the alarm clock beside his bed, earning a low sleepy groan from the young man hidden fully away under his duvet. Aw hell no, not today. He was NOT getting up for a Tuesday... But that beeping on his alarm clock just seemed to grow more intense, continuing to echo about the bedroom. "Aw man... if I don't go y perfect attendance will be shot..." he grumbled to himself.

Finally he heaved out a long groan and sat up in bed, revealing the oversized sky-blue Captain America T-Shirt that covered his slender body. Peter Parker, Midtown High's greatest science student. He gave a long yawn and reached a hand into his messy mop of light brown hair, scratching at his scalp lazily as he worked to get up.

His other hand moved across to his alarm clock, swiftly pushing the off button and then gripping the silver-rimmed glasses resting atop the clock. Peter was quick to slip his glasses up onto the bridge of his nose, the lenses instantly clearing a good portion of the blurring caused by his poor eyesight. The light in his room had grown a little brighter, giving Peter a good view of the hard wood floors and the clean white walls of his bedroom.

7:05 AM... well he had plenty of time to get ready for class today. Peter rose up out of bed and stretched his weedy arms above his head, hazel eyes coming to rest on a stack of books resting just beside his computer monitor.

'Transhuman Metaphysics' by Emil Gargunza. 'Mechanics of the Future' by Phineas Horton, with foreword by Howard Stark. Otto Octavius' 'Neo Prostheses Manual' and 'Our Races Entwined History' by Charles Xavier. Goodness, those science books had been costly, but he read them with the kind of fervor a medical student would devote to his textbooks. He plucked Gargunza's tome up, as his was the closest to hand, and slipped it into his dark grey bookbag, and with that Peter turned and hurried into his bathroom.

Several minutes later, Peter was hurrying downstairs dressed in brown cargo pants, a black sweater and a white shirt with the sleeves rolled up to the elbow. He set his bookbag down by the front door and headed into the kitchen to see his Aunt tending the stove and his Uncle browsing through the morning edition of the Bugle.

"Ah Peter, thank goodness! If you were up there any longer, I was thinkin' I was gonna halfta' carry you down here myself!" Ben said with a hearty chuckle. He was a big man, standing a little over six feet with rather big muscular arms and a pot belly. His greying hair was swept back, and his hair strong jawline was clean shaven. He swept some crumbs off his lime green polo shirt and set the paper down "Ready for class?"

"You know it," Peter replied with a casual smile on his face, moving over to the toaster and grabbing two slices of white bread from the neighbouring breadbox. May's kitchen was like something out of a catalogue- a small yet cosy place with a wooden table in the centre, a sparklingly clean black and white tiled floor, wooden counters and cabinets that were varnished to protection, and a large white fridge storing their food. Their home wasn't glamorous, but May was the kind of woman to make the best of what she had.

"Of course he is Ben. Our genius here will be the next Tony Stark... just with less drinking and stupid publicity stunts," May remarked over her shoulder as she kept frying a group of sausages over the clean black stove. She was a tall and athletic women, her shoulder-length hair starting to go through the shift from black to grey. It was odd really, that for a woman entering into her fifties she had managed to keep in relatively great shape and health.

Peter raised an eyebrow and glanced her way after slipping the bread slices into the toaster and sliding the plunger down "So I'd be Tony Stark without the fun?" he asked dryly, earning a mild scowl from his motherly figure. Peter laughed nervously and was quick to butter his toast when it popped up, diverting his attention away from his annoyed Aunt.

Ben looked up abruptly "Oh that reminds me, you and Harry have that thing today right? The exhibition?" he asked, trying his best to give his nephew a little respite from May's mild glare.

"Huh? Oh, right!" Peter replied, taking a swift bite of his toast. He swallowed and then looked his Uncle's way "Yeah, his dad had those two tickets at the museum of natural history, and since he didn't wanna go he gave Harry the tickets and he gave me the extra one," he remarked. "They have a great exhibit on the HYDRA experiments." Knowing Harry, he was only going to be interested in anything related to 'botany' there.

Peter was quick to finish off the last of his breakfast and snatched a pair of fresh socks out of the washing basket "Anyway, I gotta go. Early bird catches the worm and all that stuff, right?" Peter asked, quickly slipping both socks on and making a dash for the front door.

"You know it son," Ben replied in his usual charming way.

"Have a nice day honey!" May called after, just as Peter slipped his white (Well, that was perhaps a little generous- time had left them looking a little grey) converse shoes on. He waved to the two, snatched his bag up, and with that he was on his way out the door.

Well... now that he was away from his loving aunt uncle, his happy attitude seemed to gradually fade with each step. Going to Midtown High really didn't bring Peter much in the realm of joy. Oh sure his grades were great, but that just seemed to make him a target of contempt for many- most definitely members of the football team. Another day, another session of dealing with Flash Thompson's bullshit.

As he rounded the corner leading out of the clean Queen's suburb, heading steadily into the more urbanised areas of the city, he was left to ponder what would happen today. No science classes, unfortunately... but if memory served there was football practice today. If all went well, he could probably get through the day and go to the museum relatively unscathed.

He was distracted by his thoughts from a familiar voice beckoning to him from behind "Yo!" He turned abruptly, seeing the familiar and attractive form of Mary Jane Watson striding his way "Rushing off without me? Pete I'm hurt," she joked, feigning shock. She was roughly his height, but her build was a little more filled out. She stood there, dressed in pale blue jeans, light brown boots, a white football jersey and a dark grey hoodie, long red hair casually waving about in the morning breeze.

"Wouldn't dream of it," Peter replied casually. He gave her a wry smile and started walking side by side with his childhood friend. They had grown up on the same street, only a few houses apart really, and even now she hung out with him in high school... it was one of those mysteries he would never understand in his lifetime- like who shot JFK, or what happened to Amelia Earhart. "Track team today?" he asked.

"Yep," the redhead replied casually "It's good exercise, you really should give it a shot. Enough training and effort and you'll have the perfect build for it," she added. In the realm of High School, Mary Jane proved to be highly difficult to place on the social hierarchy. A star athlete, an attractive girl... yet she seemed to have a deep rooted loathing for all the other popular girls, hung around with outcasts like Peter Parker and Harry Osborn, and never really partied with the popular crowd. She was just sort of... there.

Peter wrinkled his nose slightly at the offer, before adjusting his glasses "I'll pass," he replied politely "Though, if I ever need extra help outrunning Flash, I might take you up on that offer," he added.

The two passed by Kirby's Newsagents, as they did every day en route to school, passing by a rack of newspapers all baring prophecies of doom and woe of some sort. 'Gamma Disaster in New Mexico!' cried one, while others shrieked of a 'Sinister Mutant Cult!' and yet another spoke of 'Mysterious Cosmic Storms Threaten Planet.' They just grew more outlandish. Last week Peter passed by a headline that spoke of evil 'Stone Monsters' attacking Norway.

"So you and Harry have your 'big date' tonight?" Mary Jane said playfully, a smile tugging its way onto her slightly-freckled face. "Good to know you're making an honest woman out of him."

"It's not a date," Peter replied indignantly, shooting the redhead a small scowl "He just wants to use the tickets- and since he knows that you don't care about science he didn't bother asking you," he added.

Mary Jane was quick to stick her tongue out, smile never failing all the while "Suuuuure he does. Just remember, you don't have to put out unless he buys dinner for you first," the athletic redhead remarked, giving the brunette a light poke in the ribs.

At that, Peter could merely roll his eyes. All in jest of course- he'd usually get a rather more scathing tongue lashing from an actual bully. They were coming up on the home stretch, the tall and tan building off in the distance growing steadily larger as the two teenagers walked along the paved roads. Soon enough they spotted a sleek black sedan, polished to the point where it almost glowed as bright as the morning sun, gliding up to the road and then pulling up to the curb directly beside them.

Both Peter and Mary Jane stopped entirely, knowing full well who would make an entrance like this, and once the back door opened their suspicions were confirmed. A stocky dark-haired male, easily their age, stepped out and gave a quick wave to the driver "Thanks Mosby, I got it from here." He shut the door then , lazily resting his bag over one shoulder, and watched the sedan drive off. He was a few inches taller than Peter, but the way he slouched constantly seemed to betray that fact. His hair was messy, and his red v-neck and baggy black pants hung loose on his body, preventing anyone from really glimpsing his decent build. "Why do we gotta have class so fucking early? Couldn't they just like... let us start at ten?"

"Because you'd never come in if they did that?" Peter replied flatly. Harry Osborn, the rich kid heir to Oscorp... and one of the biggest slackers one could ever hope to find on the planet. If it didn't involve a bong in some way, well Harry was unlikely to be enthused by it. Though he did rather like science at times, an interest that had kickstarted their friendship in middle school.

"Eh, fair point," Harry replied calmly. He shrugged and started walking with the other two "Though most of the time I come in 'cause I don't want to deal with the 'Norman Osborn Death Glare' for not going..."

Mary Jane shrugged "I wouldn't be cracking jokes at your dad's expense like that. Dude probably has super-vampire hearing that picks up on anyone making fun of him," she remarked calmly. MJ, unlike Peter, had had few run-ins with the Oscorp owner... but she was convinced he was either a vampire or a mutant with the powers of one from those rare and brief encounters.

They reached the green lawn of the school, standing beneath the wavering flagpole. In five minutes time, the morning bell was going to go off. "Well... here was are again. I wonder if Mister Langstrom would take a five hundred dollar bribe to let me sleep in the library," Harry mused.

"Doubt it," came Peter's response. He shrugged then and glanced around "Well... wanna head inside?" the brunette asked finally.

"Sorry dorks, buuuut it's about time I head to the track to check up on things." Mary Jane gave each of them a pat on the shoulder in passing, grinned wryly, and with that she was jogging off to the large football field situated at the side of the two storey high school building.

Harry and Peter watched her jog off, Harry with that same vaguely disinterested stare he gave to damn near everything in life, and Peter with a sense of mild discomfort. After all, Mary Jane usually served as a shield of sorts- nobody was stupid enough to do anything around the girl who flattened the linebacker with one punch.

The Oscorp heir let out a lengthy yawn, swaying slightly on his feet "Well c'mon, might as well go in. Math's class first thing in the morning, Jesus Christ..." Harry looked to the main doors of the school "Well let's get going I guess."

The teenage boys were about to turn and head nside, when suddenly a plastic Starbucks cup sailed through the air, spiraling like a tossed football. It crashed into peter's chest, the lid flying off in a seperate direction while coffee-coloured slush exploded outward and painted Peter's chest and splattered onto Harry's right arm. Oh and so it began.

"Whoa! Nice reflexes Parker!" a mocking and all-too-familiar voice bellowed across the greenery. Peter gave an annoyed sigh and fixed his glasses up, looking over Flash Thompson's way. Yep, there he was alright- the star quarterback and the darling of the school. Eugene (he really hated being called by his actual first name, Peter learned that the hard way last year) was a tall blond fellow falling a few inches short of seven feet, and his rigorous exercise and diet regimes had left him with a solid mass of muscle that had bowled over many opponents on the football field.

Flash gave another mocking laugh and started casually walking off to the main entrance of the building. "Well... that's a great start to the day," Peter said glumly. He gave a low groan and wiped the slushy residue off as best he could, leaving a few stains to dry in the thick fabric of his sweater.

Harry, still seeming to be bored with life itself, shrugged dismissively as he swept some of the slush off his sleeve "Flash is always gonna be an asshole dude. And the morning is only like... .5% worse now anyway.." He gave Peter a pat on the shoulder and started leading the way into the looming high school.

"Oh well... at least we have the museum today," Peter remarked with a lazy smile on his face. There was that much to get him through the day.

Well sure enough, classes for that day were a humongous pain in the ass. In maths he had been smacked upside the head with a ruler, then during all of history he had been dealing with spitballs against the back of his head for the whole thing. His English was easy enough on the other hand, as he had MJ beside him, and he was thankfully given some degree of privacy for the remainder of his classes.

By the time they were done at four PM, both he and Harry had the freedin to slink away from High School undetected and make their way on foot to the museum.

With any luck, the promise of history and science would help him forget the harder parts of the day.

A/N: Aha... hello there everyone. I suppose you consider this a little pet project of mine, the idea of taking my favourite Marvel character and then reimagining him and his rogues in a more modern period. Now some of you might instantly think of the Ultimate Comics that Marvel produce...

... and to an extent the comparison is valid. I might hate Ultimate Marvel with almost every fibre of my being, but I will admit that the central concept is a sound one (The only other good thing about Ultimate is that it's being eaten by Galactus, my favourite villain and the perfect embodiment of the silver age and everything good about comics). Unlike Ultimate Marvel however, I will be trying tooth and nail to avoid inserting the pointless and 'edgy' grimdark bullshit that laced those comics.

Nothing stupid like Red Skull skinning his own face, Captain America being a racist, Hank Pym being an unrepentant wifebeater or the Blob or Hulk eating people. Comics can have a perfect blend of drama, silliness and fun. They don't have to be 'GRR SUPER SERIOUS' all the time, that's a phase that should have left us in the nineties.

So ah yeah... We'll see how this new continuity develops, and if it proves popular I might allow people to write on other Marvel characters in this setting.

Glossary:

* HYDRA: Originally a subset of Hitler's Nazi regime, led by his protege Johann Schmidt (Who would later be known as the terrorist dubbed 'The Red Skull') dedicated to advanced science, it eventually broke free halfway through the war to become its own entity. With powerful members such as Helmut Zemo, Arnim Zola and Wolfgang Von Strucker it was a prominent foe to the allied powers during the war, particularly Captain America and his 'Invaders' team. They are believed defunct even in 2010, but there have been continuous rumors that the group survived in some form past the war period.

*Emile Gargunza: Originally a HYDRA geneticist during World War 2, he defected to Britain when it became clear that they were going to lose the war. He was involved in the secretive Zarathustra Project in the 50's, creating the superpowered Miracleman Family, genetically engineering the superhumans and crafting their minds. However when it was believed they were too dangerous, Gargunza had them summarily killed off in an atomic explosion in outer space... or so the government believed.

*Miracleman: The force of the atomic blast knocked Miracleman into his human form of 'Michael Moran' when he crashed back on Earth. For many decades he lived the normal live of a boring human, until the mid-nineties where a terrorist attack triggered his memory and he recalled the 'Key Harmonic of the Universe' (Kimota) that allowed him to transform into his superhuman self again. Now in 2010, Miracleman acts as one of the strongest heroes on Earth.

*S.H.I.E.L.D: Strategic Homeland Intervention, Enforcement and Logistics Division. Created by the US in the 1960's, they were intended as a force to oversee superhuman affairs across the globe and to act as a more positive counterpart and opponent to HYDRA.

*Mutant: The term used to describe an individual born with the mysterious 'X-Gene' that grants them superhuman powers from birth. These abilities vary wildly from mutant to mutant and usually manifest in their teenage years. However when Mutant children are placed in dangerous situations, their powers may manifest out of survival instinct.

*Mutate: A person initially born as a normal human, who inherited superhuman powers through some form of outside source. This could be anything from a Super Soldier formula, to a radioactive spider-bite, to a gamma mutation.