At school, Peter starts to act abnormally. He is bothered by the team (except Ava) who wanted to borrow his homework. Flash tries to steal his lunch, but Coulson puts an end to it. In English class his teacher starts reading an extremely convoluted and boring passage, causing him to fall asleep. He wakes up in Wolverine's apartment and begins retracting his claws uncontrollably. While Logan trapped in Peter's body storms out of class, he is confused about everything, even flirting with Mary Jane Watson and causing her and Harry Osborn to laugh. Peter's cell phone rings with Peter on the other end, freaking out over the body switch. Sabretooth suddenly storms into Logan's apartment and attacks Peter in Wolverine's body. He tries to convince him he is not Wolverine but accidentally stabs himself in the chest (which is censored out). He tries to escape but Sabretooth follows him, but he is hit by a bus and escapes, but stabs himself in the leg (which is also censored out).
The team confronts Wolverine in Peter's body. But is calmed at the meeting with Mary Jane, and finds the Spider suit. He is confronted by Flash but he just throws him to the ground and brutally attacks him (which is additionally censored out). Peter finds Wolverine, with Sabretooth tracking his scent. They figure out how the body switch worked, but Sabretooth does too and plans to kill them both. Wolverine in Peter's body kick him into a bus, as Peter ask Wolverine to put on the costume so not to reveal his secret identity. Wolverine reluctantly puts on the costume as the other fights him below, struggling with the mask and web shooters, even swinging into a building (which again is censored out). Peter in Wolverines body holds Sabretooth in as Wolverine in Peter body knocks him out.
They then confront Mesmero forcing him to change them back uses his claws. Wolverine and Spider-Man reconcile on the top of the carrier as Wolverine steals a Quinjet. Spider-Man then heads back to school, but discovers that his web shooters have run out of fluid, and he falls flat on the street (which, yet again, is censored)