Getting ready for work, May Parker asks her nephew, Peter, whether he has his lunch money, is all packed and is heading for his job at the Bugle afterwards. Peter answers evasively, telling her his schedule is screwed. He promises to call her and, touched, May confides that it is nice to have such a responsible young man for a nephew. A colleague at work told her that her son was skipping school sometimes and she didn’t even know it. Really, Peter asks wide-eyed. Satisfied, May drives off.
Peter heads outside, takes a careful look around to check whether anybody’s there and then uses his spider powers to crawl up walls and jump from rooftop to rooftop, taking a short cut to his goal, which is decidedly not school. Four teenagers and a car await him: his girlfriend, Mary Jane Watson, her best friend, Liz Allen, eccentric, brash new student Gwen Stacy and one of the school jocks called Kong, with whom Peter has had a difficult relationship of late.
MJ waves at Peter, telling the others she knew he’d come. She greets Peter with a peck on the cheek, telling him this is a big step for him being all rebellious and stuff. Peter looks daggers at Kong, asking what he’s doing there MJ explains that Liz brought him along. Kong starts to say, “hey, man,” and Gwen interjects that she’s personally been assured that Kong knows how to behave around human beings. Peter still hesitates. Kong decides to leave and Liz tries to stop him. Peter tells him to stay. He’ll go to school instead. MJ’s protests that it’s Senior Skip Day and nobody’s going to be at school. Finally, Gwen shouts at them to “get in the #$@%%ing car. Speechless the others obey.
A little later as they drive into Manhattan, their troubles are forgotten. Excited, they throw around ideas on what to visit: the MOMA, Times Square, a piercing parlour? The sky is the limit.
Naturally, they end up at a Mall. As, apparently, does every other senior skipping school. “We suck,” MJ announces frustrated. Kong enthuses that this isn’t their mall, it’s a totally different one. They’re all the same, Peter replies exasperated. Then where’s the Orange Julius, Kong asks. All the others point into the same direction, smirking. Fine, Kong admits, but he’s really hungry. Gwen tells him he has ten minutes to feed his face and then they are leaving. Kong is happy, while Mary Jane is still frustrated. They have absolutely no imagination, she announces.
While she and Peter wait in a line for Pizza, MJ asks him whether he’d like to ditch the others later on. Laying on the charm, she suggest this would be a perfect day for him to take her swinging around. Peter refuses point-blank. MJ sulks and tells him he stinks. He replies that he told her not to ask him. She would do it if roles were reversed, she complains. Peter starts with a nasty retort, but breaks off as he sees a familiar face in the crowd: Wolverine, accompanied by several other X-Men in civilian clothes. Wolverine hasn’t noticed Peter yet, so he drags MJ after him to the table hoping that things will stay that way.
The X.Men, in the meantime, are going through exactly the same reactions as the younger teens. Jean wonders frustrated if they have nothing better to do than end up at the mall on their free day, while Henry enthusiastically announces that this is a totally different mall. And so it goes…
Wolverine, however, catches a glimpse of Peter nervously hurrying away. He doesn’t recognize the face, having never seen Spider-Man out of costume, but after a moment he realizes from where he knows the scent. With a grin, he asks the others if they want to have some fun.
At the table, Marx Jane asks Peter what this was about and he tells her he’ll explain later while wolfing down a big slice of pizza. Kong asks the others if they ever noticed that everyone working at Orange Julius is shaped like a pear. And what is he shaped as, Liz asks sarcastically. The Kingpin, he retorts.
Peter asks what they plan to do after this. He and Mary wanted to go to the Museum of Metropolitan Art. They really should, Mary adds, to be all sophisticated and stuff. “Ugh,” is Kong’s reaction. He thought they were going to stand outside MTV’s! Gwen cracks a joke and then admits that she’s not totally opposed to this whole cultural sophistication thingy. But she wants to go to the Village afterwards.
The kids still plan while the X-Men close in on them from behind. Suddenly, Logan addresses Peter asking him how’s it shaking. Long time no see, he says with a grin. Peter just stammers out an “Oh my God.” Suspicious, Gwen asks who Peter’s friend is. Sitting down beside the mortified boy, Logan, who now knows his name, asks Peter to introduce him. The others stare and Peter still doesn’t utter a word. Wolverine finally explains that he is Peter’s distant cousin, Logan. They don’t see each other much, so he isn’t surprised Peter hasn’t mentioned him.
Kong is trying to high-five Logan, who just reacts with a bored look. The other X-Men finally take mercy on Peter suggesting to Logan they leave. Wolverine, however, is having way too much fun for that. Taking Peter into a headlock and ruffling his hair, he tells the kids that he hadn’t seen Peter since that time they had in Times Square. Didn’t they just have the best time ever, he asks the mortified boy.
Trying to strike up a conversation with the others, MJ asks Jean where they go to school. Upstate and Westchester, Jean answers, keeping to replies as short as possible. Liz is scrutinizing the strangers while the others talk noticing Scott’s visor, Wolverine’s scarred knuckles, Beasts’ blue hair, their overall oddness. “Are you guys mutants?” she finally blurts out. Everybody just silently stares at her for a moment, then Cyclops simply states “yes.”
Liz’s eyes widen and she runs away. Gwen recalls that she mentioned having an uncle who’s a mutant. Kong, whose forehead is getting sweaty, asks the X-Men that they must get that reaction a lot, don’ they? Scott tells Wolverine that playtime is over. Logan gets up whispering “twenty-six, huh?” at Peter.
Gwen, though, suddenly asks them to wait. They don’t get to meet people like them every day, so can she ask them something? First, she doesn’t know how to formulate her questions, then she simply starts firing away. Do they really have superhuman powers, she wants to know. Yes, Cyclops simply answers, despite Jean’s nervous look. All of them? Gwen asks. “Yeah.” Different ones? Another “yes.” Kong is getting excited. What kinds of powers? Cyclops tells them that if he were to take off his visor or lose it, his forceblast would destroy the entire court and he couldn’t do anything about it. Gwen tells him that sucks. Another “yeah.”
. So, did he ever kill anyone with them? No, Storm answers decidedly. Does that go for all of them, Gwen drills. Wolverine evasively tells her the world’s a complicated place.
Kong’s turn. Do mutants hate humans, because they are not like them? Of course, not, Beast protests. They don’t? Because that’s what he heard, Kong insists. Well, they don’t, Jean snaps, annoyed. Huh, Kong mutters and incongruously asks if they want some Corn Dog. Gwen asks if their parents are mutants. No, Storm answers, but some mutants have kids who aren’t mutants as well. It’s sort of a big grab bag. Do their parents know, MJ asks. Some do, some don’t, Jean answers. Kinda like being gay, Kong interjects, only if your parents can handle it. Maybe, Beast agrees.
Do they wish that they weren’t mutants, Gwen asks, that they were normal. The X-Men look at each other, clearly at a loss. Scott starts replying telling her there’s no easy answer. Jean interrupts: it doesn’t matter what they wish. This is the way things are. Thinking about “what ifs” is kind of a waste of time.
Storm tells her that the professor is calling them. Jean acknowledges that but once more turns to the kids, telling them she understands where they are coming from with their questions. But it doesn’t matter; you just have to learn to play the hand you are dealt. What else can people do? Whine about what you wish you had? This is the only thing she knows to be good advice: If people don’t get you or hate you because they don’t understand you, is it your problem or theirs?
Logan tells Peter he’ll see him around and Gwen blurts out a final question: are they afraid of history repeating itself, that things might get so out of control that… She breaks off embarrassed. Scott spells it out. Are they afraid of the government finally deciding to round them all up for good? Absolutely. And with a final seeya, they leave.
Pandemonium breaks out at the table. The others asks Peter if his cousin is really a mutant. This was so cool. MJ tells Gwen she was pretty cool with those question, but did she see Jean’s earrings? And Kong reminds the others, striking a victory pose, that he told them the mall was cool.