September 2005 San Francisco

Michael walked his way into a BART station. It was a busy day, and no one noticed as he slipped back behind an Employees Only door. The 14 year old acknowledged the operator beside him.

"Hello Simon."

"Good morning, Master Cheng."

"Call me Mike."

Another boy walked his way inside head down.

He stuttered "Morning."

The cameras beeped and a voice chimed out.

"Students Recognized ID 5786 Michael Chen Spider ID 6234 Daniel Smedryakov Chameleon."

The other boy put his head down. Michael noticed his body would shift appearance slightly, his eyes would go from brown to blue to green.

"Hey dude, relax."

The boy looked up.

"But you're Spider-Man and my dad's a bad guy... Everyone Will hate me."

Michael slapped him five.

"But dude, you can change all that."

The doors opened and the two stepped into a train, and fastened their seatbelts.

"The sky's literally the limit where we're going to ."

Sky High Gym

The two sat in the bleachers of a gigantic gym. All around them kids chattered about placement and ranking, Michael got focused, inside his head' a feminine voice rang out.

"Michael, are you OK?"

That was the thing about Michael, he possessed a symbiote,klyntar whatever you wanted to call it. Bonded to him, due to being near a meteor that so happened, to land next to his house on his tenth birthday. He had been 13 when he'd mutated due to touching it out of curiosity while his dad's back was turned, thus unlocking his X gene and conveniently telepathy. He'd gained the ability to read minds, and due to his symbiote, absorb skills. He'd nicknamed her affectionately "Symbi."

"I'm fine, I'm more worried about Dan though, what we saw in there is just horrible."

"You're gonna be friends with him right?"

"Of course Symbi, he needs help."

He was no longer the immature and angst ridden preteen. Symbi and his brother had helped him learn that empathy was needed to be a good person and by extension a hero.

He was interrupted by a Flash of light as a podium appeared. A woman dressed in a black suit appeared, their principal was no other than Carol Danvers aka Captain Marvel.

"Good afternoon, Class of 2009, It is my honor to welcome you to Avengers Academy or as we like to call it Sky High."

Everyone laughed.

"Over the next 4 years, this school will teach you how to use your powers, on top of Algebra, Calculus, English and Science and history."

A few kids groaned.

"This is still a school, remember?"

She gestured to the man next to her, Peter Quill, Star Lord.

"Coach Quill will assess your skills you'll go to either Class A or B, C or D,this is independent of your grade."

"If you don't like your class , you get a chance to move up, at the end of the semester. Fighting is allowed here. But only to rank up or to keep your rank."

Dan got pale. Michael looked at his feet.

"Coach Quill?"

"It's Star Lord!"

Michael shouted.

"Who?"

The man looked pissed and flew up to where Mike was sitting.

"You think you're funny?"

"I don't know do you?"

Dan was seriously worried for his new friend.

Quill addressed the crowd.

"This jackass here is going to show you how we place you all."

"You fight each other."

Cheng and Castle c'mon lets go."

"What were you thinking?!"

"It was just a question! I wanted to know."

"He's the President of Planet Spartax."

"Why is he a gym teacher. If he's a president?"

"I don't know? I'm from space I know who he is You could have asked me."

"Chen or is it Cheng? Get over here."

Mike let Symbi cover him revealing his suit.

The other boy wore a hoodie with a skull on it.

"Go!"

Michael crouched as the boy pulled out handguns?"

"Symbi, are those real?"

"I'll help he's a tough mind to read isn't he."

Mike waited.

"Mike, duck now."

He did as he was told. A bullet whizzed past

"Shit."

"Fight Idiot!"

Michael ducked and shot web gobs in the other boy's face. He moved and shot him in the leg, but Symbi absorbed the bullet.

"Those are real?"

"That's why I Said duck."

"Okay I've had enough."

Michael took a running start. His eyes glowed slightly blue under his mask.

"What? you're a telepath?"

Michael smirked.

"Boobs."

The other boy started screaming. Michael kicked him in the face and picked up his hand guns. It was over.

Coach Quill walked up.

"Kid you set a school record. I'm very impressed. That's Class A work."

Mike smiled.

"For insulting me though? That makes you Class B, Castle is C"

A student ID card popped out. Mike grabbed his.

"Next!"

Lunchtime

Dan and Michael sat at lunch. Dan had made Class A by turning into the Hulk somehow and smashing the other guys face into the floor.

Mike sulked.

"Class B? Really that's bullshit."

"You heard what he said."

"You broke the gym."

"Hey go big or go home, What does boobs mean anyway."

"My symbiote shows the carnage of her homeworld."

"Wow."

"You turned into the Hulk though. That looks like it hurt."

"My body can change at will into anyone I want."

"Including Coach Quill?"

Danny smacked him.

"You're lucky that guy doesn't want his guns back."

A girl dressed in red walked up.

"Hey you're that guy from the orientation?"

"Yup, and you are?"

"Elena Natchios."

Danny paled.

"You're her daughter..."

"Niece actually."

"Wait Natchios like Elektra?"

She nodded.

"No wonder you look so good in red."

She blushed. Danny looked confused. This guy was just too smooth, and this was coming from the guy who could turn himself into a man that would make girl's ovaries explode.

"Hey, it isn't fair to leave me Elektra!"

"Oh shut up Jack."

Another kid who was dressed like Daredevil walked over. Elena noticed Mike's eyes glow blue.

Jack stopped.

"You read my mind?"

"Yes and Jack Murdock, can you seriously see through clothes.

Elena stabbed him.

Michael looked around, he told Quake, he might hate this place. But, with friends like these maybe it wouldn't be so bad.

Sky High yup, and the Chengs have latent X genes, hence bio electricity and talking directly to symbiotes, also Jack is in Unstoppable as Connor's lawyer.