An ordinary waiting line of people at the subway. An old couple is arguing about mutants. The woman called mutants “muties” and the man defends that it is a racist term. The woman doesn’t want to believe him, because she doesn’t think that mutants are even a race. The woman gets angrier and says that, when you put mutants into a group, they should be given rights but isn’t sure what those rights should be.
The man tries to make the woman lower her voice. Wolverine, standing next to them in civilian clothes, cuts into the conversation. He says that the scariest thing about mutants is that they look just like you and me. They might even be standing right next to you and you wouldn’t even know it.
It’s quiet for a while, even when the train arrives. The couple stares at Wolverine, who tells them to take another train. They agree, and Wolverine wants to step aboard. He stops and turns around. He smells something… Sabretooth!
Sabretooth steps forward and is guarded by several government agents. Sabretooth jokingly congratulates Logan on the nice hat, making Wolverine angrier, as he snikts his claws out. The couple now realizes that Wolverine is a mutant and panic.
Wolverine strikes out at Sabretooth and puts his claws right through his stomach! The guards fight back, but Wolverine can easily knock them out without withdrawing his attention from Sabretooth, who while bleeding falls on the ground. Wolverine runs for it and makes it on the train, which departs.
Sabretooth gets up, and so do the agents. They look at the train leaving. Sabretooth takes off his long coat and looks at his wound perpetually healing. The old couple barfs. Sabretooth doesn’t let it get his attention and jumps on the railroad tracks, and runs, following the train.
Meanwhile, outside, a group of street punks break into a shop. They steal a guitar and some jewelry for their girlfriends, who aren’t impressed. They tell the boys to put it back before the cops show, but they don’t want to. They should have, because they are about to get a beating from… Spider-Man!
The young super-hero stands on a wall and looks down upon the gangsters. He makes various jokes about them. He jumps down and starts fighting. The punks fight back, but Spidey easily defeats the boys. He goes over to the girls, who shout at Spider-Man to don’t hurt them and call him a mutant. Spidey can’t believe that he’s actually being called a mutie and throws some webbing into the punks’ faces, and leaves the crime scene.
Sabretooth makes it to the train and breaks in, but Wolverine is already gone. He carefully looks around and catches his scent. Sabretooth jumps off the train again and follows it.
At the same time, Spider-Man webslings through town. He can’t believe that people actually think that he’s a mutant, since he knows he isn’t. Spidey had enough troubles already, and now he’s got to worry about being a mutant too? People just love to be ignorant, he thinks.
Meanwhile, Wolverine is having an upsetting conversation on the phone. He knows that the one he talks to is surprised to hear him. He angrily asks how they keep finding him. He says that he doesn’t want to hear that, but confirms that the line is secured. The man on the other side of the phone says something, but Logan can’t believe that either and asks since when. Wolverine tells the person that he promised that he would…
Wolverine tells the guy on the phone that he’s coming for him, and then he’s going to find out who’s pulling his strings and then he’s going to find the guys who’s pulling his strings until it’s over. That’s right, he says. He listens for a while, and angrily shouts that he doesn’t care about Magneto or about the Weapon X Project. He tells the person that he wants him to find him a safe harbor. And he better has one for him when he calls back, because if he can’t have a life of his own, Logan says, neither will the other guy!
Spider-Man is still web slinging and still wondering about whether he’s a mutant or not. He almost slips, but safely catches a wall to stick on. He decides to rest a little and looks down, where he sees that Wolverine. And Sabretooth and the agents have caught up on him. Spidey overhears their conversation.
Sabretooth asks Logan what his plan is. Live free among the humans? The humans who hate him? Logan jokes that he’ll do fine once they get to know him better. Sabretooth doesn’t believe that, and tells Logan that when those people will get to know him they’ll string him up, just for being mutant scum. Spidey overhears that and can’t believe that he’s actually dealing with real-life mutants.
Sabretooth tells Logan that his employers in the United States government would like to have a word with him. But Logan doesn’t want to go, because he doesn’t work for anyone any more. Sabretooth begs to differ. Wolverine tells his enemy that he can beg all he wants, since that’s what he’s best at, for as far as Logan can remember.
Sabretooth gets angry. Sabretooth calms down and tells Logan that he’s got a choice: either way he comes all nice back to the Project, or Sabretooth will bring him back into tiny pieces. The Project wants Logan back because they have invested a lot in him. Logan says he has done the same. That’s fine by Sabretooth, and he commands the guards to shoot Logan in the head.
Spidey hears that and his spider sense goes off, and he wonders what to do. The guards open fire, but Logan jumps right in the middle of them and punches Sabretooth away. Spidey keeps staring, while Wolverine keeps pushing Sabretooth, until they fall off the rooftop and land in the middle of the street. The agents look at the action and realize how bad this is. Spidey follows them down.
Wolverine snikts his claws open and stands victorious over Sabretooth. Logan tells Creed that he’s lucky that there are kids around. Curious bystanders gather around to have a closer look on the mutants. Sabretooth isn’t interested and slices Wolverine open, using his claws. Wolverine, though badly injured, fights back, while the bystanders all realize that mutants actually exist.
Sabretooth brutally slams Wolverine against a wall. Logan lies defeated, and Sabretooth calmly walks over him. Spider-Man still doesn’t know if he should help out, since he heard that they are from the government.
Sabretooth picks Logan up by his head, though he regrets that he should be even doing this. He tells Logan that he could have been one of the greats. Sabretooth knows that if Logan would be living among humans, they would look him up in a cage for sure and throw peanuts at him like an animal at the zoo. Wolverine doesn’t say anything, so Sabretooth gives Logan a punch on the head. He does that several times, but then suddenly gets hold back by… a web?!
Spider-Man enters and kicks Sabretooth in his face. He notices a kid standing too close and, in fear that she might get hurt, Spidey quickly grabs the child and brings her into safety. The bystanders are all astonished by Spider-Man’s presence.
Wolverine gets up again and fights Sabretooth. Spidey tries to cool them off, but fails to. Wolverine finishes it off by throwing Sabretooth against a building. Cops arrive and try to make their way through the crowd. Some of the bystanders don’t believe that the fight is real and think that it’s a movie stunt or something.
But other people panic and think that Spider-Man’s a mutant too and throw bottles and bricks at his head, and at Wolverine as well. He tells them all to back off since he doesn’t want any trouble. The people freeze for a while, looking at the claws and don’t know what to do.
Spider-Man builds a huge web over the crowd so that they can’t hurt him anymore. The agents also make their way through and point their guns at Logan, ordering him to stand down. Spidey takes their guns away and asks the agents who they are. Sabretooth gets up and wants to kill Spider-Man.
The cops finally get through the crowd and tell everyone to go home. They panic when they see Wolverine and Sabretooth fighting and want to arrest them. The agents tell the cops to stand down as they can handle it, but the cops don’t believe them and ask for backup.
Spidey has had enough and picks Wolverine up and swings away. The cops open fire but miss. Sabretooth and the agents, disappointed, watch their enemy leaving.
Wolverine tells Spidey to put him down, so Spidey drops him off on a roof. He sees Logan’s bruises and wants to take him to a hospital but Logan doesn’t want to. He tells Spidey to give him some space. Spidey does and looks at the wounds healing. Spidey thinks that he’s going to throw up in his own mask.
Spider-Man starts to ask Wolverine several questions. He asks Logan if he’s a mutant, which he confirms. Spidey asks who those agents are. Logan jokes since he doesn’t want to tell. He quickly sniffs at Spidey and asks how old he is. Spidey lies that he’s 26 years old. Logan of course doesn’t believe that. Spidey again asks Logan who the agents are, but Logan replies that he’s got to go. Spidey tells Logan to relax, since he’s only trying to help him out.
Wolverine asks Spidey why. For all Spider-Man knows, he could be the bad guy. Spidey doesn’t believe that and makes several jokes about that. Logan thanks Logan for the lift and wants to leave. Spidey tells him to hold, because he still has some questions. Spidey asks Logan if he’s truly the bad guy. Logan says that he doesn’t know. Spidey asks about the agents, and if they are mutant terrorists. He skips that question, and tells Logan that he thinks he’s a mutant too.
Logan answers Spidey that he isn’t; he can tell. Spidey wants to know how. Logan asks Spidey if people call him mutie. Not until today, he answers. Logan asks Spidey if government representatives are trying to kill him. Spidey denies that too. Logan asks Spidey if he knows how he got his powers. Spidey confirms. Than, Logan tells Spider-Man, he is not a mutant. Oh…
Wolverine wants to leave, but wants to give Spidey some advice first. “The outfit,” he says… Spidey stands proudly… “It’s you,” Wolverine finishes. Spidey thanks Logan for the compliment and looks at Logan jumping off the rough. Spider-Man takes his mask off and thinks that Logan is cool.
Next day at school, Peter has done his hair just like Logan’s. His classmates joke about it and call Peter names. But this time, Peter doesn’t let it happen to him and tells them to put a cork in it, “bub.” He proudly goes over to his table, where he sits alone and has some lunch. Happy about the remark, he takes a bite from his sandwich, but everyone throws their food at his head! “Bon appetite… bub!” they say. Everyone laughs at Peter, who does nothing about it.