|Season 1, Episode 10|
|Air date||June 17, 2012|
|Written by||Brian Michael Bendis|
|Directed by||Jeff Allen|
New York is in chaos with flames burning and cars crashing. Mesmero uses this confusion to rob a bank and reveals himself as the source of the commotion. Spotting Spider-Man, he commands the hypnotized citizens to attack and unmask Spider-Man. However, the web-slinger climbs the top of a bus and is joined by Wolverine who demands to know what Spider-Man has done to the citizens.
Spider-Man tells him that he did nothing because he is a good guy as the citizens start to shake the truck. Wolverine falls over while Spider-Man swings to a traffic light. The citizens trap Wolverine in a dumpster but he easily slices himself free and threatens to attack. Spider-Man tells him that something is making the people act weird and to not hurt them as they are surrounded. Wolverine slices a nearby hydrant and douses everyone (including Spider-Man) with water, snapping them out of their hypnosis.
The people, however, blame the chaos on Spider-Man and continue to surround him while Wolverine uses his super sense smell to detect Mesmero. Wolverine tries to attack, but Mesmero commands the citizens to stop him. The villain tries to make a getaway, but Spider-Man webs his feet together. He desperately crawls to the van piled with his stolen goods, but Wolverine stops him and threatens to kill him unless he reverts the spell. He does so and S.H.I.E.L.D. arrives to apprehend him. Nick Fury compliments Spider-Man and asks if Wolverine is staying out of trouble.
Wolverine tells Fury that Spider-Man intervened, but Spider-Man states that he was going to kill Mesmero and innocent citizens. The mutant responds by stating sometimes you have to sink to their level. Spider-Man, disgusted, shoots webbing at Wolverine and the latter charges, but Fury intervenes. Spider-Man leaves hoping to never see Wolverine ever again while Mesmero laughs evilly after watching the entire exchange.
The next day at school, Luke, Sam, and Danny are trying to get Peter to let them copy their Algebra homework, but he doesn't let them which Ava compliments on. Peter falls asleep while the teacher is reading poetry and wakes up in Wolverine's body. He is shocked and starts to slice uncontrollably with Wolverine's claws, and one ends up stuck to the wall. Meanwhile, Wolverine wakes up in Peter's body after Flash hit him with a spitball. The hero, shocked, quickly leaves the classroom and runs into Mary Jane and Harry at the hallway. He sees himself in Peter's body through Mary Jane's mirror and, with help from Harry, answers Peter's ringing phone. Peter-Wolverine tells Logan-Spider-Man that he is trapped in his body as Sabretooth breaks into Wolverine's apartment for revenge.
Sabretooth attacks maliciously while Peter-Wolverine tries to explain that he switched bodies. Peter-Wolverine tells Logan-Spider-Man to stay in school while he jumps out of the window, breaking the telephone wire. Sabretooth attacks as they turn the corner. Peter-Wolverine jumps onto a moving bus, losing Sabretooth in the process. Logan-Spider-Man is warned by the Spidey Sense as Luke tosses him Peter's backpack which he throws back. Danny tries to find out what is wrong, but Logan-Spider-Man insults him and Ava, Sam, Danny, and Luke leave for lunch. Logan-Spider-Man advances on Mary Jane, but she flees in disgust. Flash tries to bully Logan-Spider-Man, but he brutally beats him up instead.
Walking outside, Peter-Wolverine arrives telling him to stay in school, but Logan-Spider-Man states that he won't. They come to the conclusion that Mesmero switched their bodies and Logan-Spider-Man asks about Sabretooth's whereabouts. The villain arrives on cue and realizes that they switched bodies. He then prepares to strike Logan-Spider-Man to destroy him.
Logan-Spider-Man throws Sabretooth onto a bus but Peter-Wolverine tells him to change into Spider-Man, but he denies. Peter-Wolverine threatens to shave him, and Logan-Spider-Man agrees reluctantly. Peter-Wolverine stops Sabretooth from following Logan-Spider-Man as he changes into the Spider-Man costume. Logan-Spider-Man cannot web-swing properly and hangs from a web line as Sabretooth and Peter-Wolverine battle below him. The hero tosses him one of Spider-Man's Next Gen Web-Shooters and he webs Sabretooth. Together, the two heroes knock out Sabretooth.
On the Helicarrier, Peter-Wolverine threatens Mesmero to change them back and he agrees. Spider-Man webs Mesmero's mouth shut and follows Wolverine to the deck, each with new found respect for each other. Wolverine tells Spider-Man that he has it good before departing in a stolen S.H.I.E.L.D. aircraft. Peter thinks so as well when he runs out of webbing and falls on the ground.
|Peter Parker/Spider-Man||Drake Bell|
|Luke Cage/Power Man||Ogie Banks|
|James "Logan" Howlett/Wolverine, Man||Steven Blum|
|Daniel "Danny" Rand/Iron Fist||Gregory Michael Cipes|
|Eugene "Flash" Thompson, Harold "Harry" Osborn||Matt Lanter|
|Ava Ayala/White Tiger||Caitlyn Taylor Love|
|Victor Creed/Sabretooth, Construction Worker, Announcer||Peter Lurie|
|Nicholas Joseph "Nick" Fury||Chi McBride|
|Samuel "Sam" Alexander/Nova||Logan Miller|
|Mesmero, Teacher||Dwight Schultz|
|Mary Jane Watson, Woman, Girl||Tara Strong|
- Peter says his life could be a soap-opera with Once Life to Web as his life, which is a reference to the American soap-opera, One Life to Live.