Brian Bendis again introduces the story, this time strangling Nick Lowe, the assistant editor for Marvel's Ultimate line. Nick reveals that it was HE who wanted the silly Spider-Man / Wolverine body switch story, and apologizes, for he didn't know Bendis would try to do it. Bendis promises that this is the last part of the story.
Midtown High School - Still trapped in Wolverine's body, Peter Parker lies underneath a burning van which has just tumbled over him. Police officers surround him, demanding that he get out from under the heap slowly, and raise his hands. Peter complies, though he is covered in blood from the accident - Wolverine's mutant healing factor stitches him up nicely. Inside the school, students flock to the window, excited because the Wolverine is outside. Students begin wishing that they were mutants, and that they could be sent home right away.
Wolverine continues to sit at Peter's desk, gritting his teeth in frustration. In the parking lot, several officers continue to train their guns on Peter, who holds up his hands, babbling apologies. Unfortunately, Peter doesn't understand how the claws work, and they pop out just as he raises his hands, drawing ire from the cops. They demand that he drop his weapons. Peter insists that they are attached, and he can't do anything, and finally after the police frighten him enough, he moves to lie down on the ground. Peter attempts to surprise them by getting back up and running away, but he forgets that he isn't in his own body - and thus, isn't fast enough to escape the police tasers. Wolverine begins beating his head against a tree at the sight of Peter being an idiot with Wolverine's body.
Finally, the police get Peter bundled up for arrest, and put him in a car. Wolverine rushes out from behind his tree, and tells Peter to get out of the cop car, but Peter feels too much guilt to escape, and lets himself get carted off to prison. Peter shouts from the window for Wolverine to put on the costume if he has to go out.
In jail, Peter stands dejectedly, not knowing what to do. An officer hands him a cordless phone, telling him to make his call, but not to make any sudden moves. Peter makes a collect call to Xavier's school. Kitty Pryde answers and accepts the charge, asking if it is Logan on the phone. Peter stutters and tells her that he's Spider-Man. Kitty giggles, and tells him to say "hi" to the Hulk. Peter begs her to listen, and tries in vain to tell her the story of how he and Logan somehow managed to wake up in each other's bodies, and now he's in jail and doesn't know what to do. He begins shouting at Kitty as she laughs, telling Storm to talk to him instead. However, as Storm picks up the phone, Peter accidentally triggers the claws, cutting the phone in half - and drawing the attention of the guards, who hit him with the tasers again.
In an alleyway, Logan looks through Peter's backpack at the Spider-Man costume. He complains out loud that he has to wear a costume after all he's been through, and decides not to. He respects Peter's wishes to conceal his identity, and puts on the mask. Then, Logan decides to try out Spider-Man's powers, and wonders how he can climb walls. He tries, and notices that his fingers are sticky when he contacts other surfaces. Once he climbs a building, Wolverine decides to try web-slinging, figuring it would be faster than walking. He shoots a web and swings, flying face-first into a building across the street. He gets up and tries again, but his time, he swings to a dead stop, unable to find momentum.
Back in prison, Peter starts to mutter that jail is quiet. At that moment, of course, he hears crashing, and sees Spider-Man taking down the guards. Wolverine beats them up, and tells Peter to pop a claw and break himself out - but Peter was just shot in the face. He breaks out, but holds his head in agony. Outside, Peter continues to complain, but Logan grabs the bullet and pulls it out, allowing the wound to heal rapidly. Wolverine takes off the Spider-Man mask, and they begin to argue over the hell they have been put through all day, with each believing that it is the other's fault. A siren sounds, and Peter begins climbing down the fire escape, insisting that he has to go.
On the street, Spider-Man and Wolverine find the Shocker carrying bags of money and terrorizing the citizens. However, on sight, the Shocker stops in his tracks as he is frightened of Spider-Man after being foiled by him twice before. The heroes continue to argue again, while Shocker stands there in shock. Finally, after figuring that he can get away, Shocker starts to run - but Wolverine shoots a web in mid-sentence, pulling Shocker back toward him, and Peter hits him in the face hard, knocking the villain out. Wolverine tries to resume the argument, but notices that everyone is looking up - the X-Men arrive, with Jean hovering the team with telekinesis. Wolverine stares at Jean, and she flashes him an evil grin.
Jean explains that she is tired of Logan hitting on her. Peter stares in shock, asking her to repeat herself. Jean starts lecturing Wolverine's body, then realizes that he is in Spider-Man's body and starts over. She explains that she wanted to teach him a lesson, so she programmed his mind to go where it wanted to go the least. Somehow, that ended up being Spider-Man. Logan demands that she fix it. Cyclops asks if she even has the ability, and Jean replies that he should just "go with it." Peter complains that she's ruined his life. She puts a hand on each of their heads, and reverses what happened, giving each man back his own body. Peter screams in pain, grabbing his shoulder - Logan apologizes, remembering that he ran into a wall. Spider-Man flips out on the X-Men:
"God! You know why people hate you? It's not because you're mutants! It's because you're a bunch of @#$@#$ $#$%@ ##@$!"
He swings away, screaming in frustration. Jean looks upset, realizing that she didn't mean to get him caught up in all this, and plans to send him a fruit basket later. Colossus asks how he could be an "#$@#$@" when he was just standing there. Cyclops pats Wolverine on the back, and asks how high school was. Logan smiles cruelly.
Parker home, Queens - Peter finally arrives him, with Mary-Jane sitting on his doorstep waiting for him. Peter apologizes for how he was acting, as he wasn't himself. MJ has a goofy grin on her face, and hugs Peter, asking him:
"That thing you tried to do this morning... can we not do that until we're older?"
Peter's jaw drops in shock.