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Continued on from last issue, a truck has just fallen on top of Peter Parker (who is inside Wolverine's body). Peter slowly manages to make his way out from under the truck, whilst in his school, most of his class is watching him.With everyone occupied, Wolverine (in Peter Parker's body) runs out of the classroom.

Back in the street, Peter has his hands up and is attempting to surrender, but his claws keep popping out every few seconds, so it's hard for him to convince them. Eventually he just runs away, but the police take him down with a taser. As he is put into a police car, Peter tells Wolverine to put on his Spider-Man costume.

In a police cell, the policemen come over and give Peter his phone call. He decides to call the X-Men, as they might be able to help him.When the call connects, Peter explains to Kitty Pryde that he's stuck in Wolverine's body, and that he wants their help. Unfortunately, before he can explain more, Wolverine's claws pop out unexpectedly, and the phone is cut in half.

Meanwhile, in an alley somewhere, Wolverine decides that he will put on Peter's Spider-Man mask, but not the rest of the costume. After a few tries he gets the hang of web swinging and arrives at the police station where Peter is being held. He knocks out the guards then tells Peter to pick the lock with his claws.

Wolverine and Peter are both outside, and try to work out why they've switched bodies. Wolverine asks Peter what he did the previous night, and Peter explains that all he did was he did his homework, talked to Mary Jane on the phone, then fell asleep whilst reading the Hobbit. Peter then asks Wolverine what he did the previous night, but Wolverine refuses to answer. As they're arguing, the two suddenly hear gunshots, and head down to street level to check it out.

Down in the street, Shocker is running out of a bank with money, when Peter and Wolverine arrive. Before they fight Shocker, Peter makes a joke, which Wolverine asks him not to do whilst he's in his body. The two argue for a bit before they remember about Shocker, and take him out. At that point the X-Men arrive, and Jean tells Wolverine that this is his punishment for hitting on her the previous night. Jean then swaps their minds back to their rightful body, and Peter swings off, angry that he was just used.

Back at the Parker house, Peter explains why he was acting the way he did that morning, and Mary Jane forgives him.

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