- 🢐 Spider-Man/Wolverine (Peter Parker / "Logan") 🢒 (Mind transferred to and from James "Logan" Howlett's body)
- Wolverine/Spider-Man (Logan / "Peter Parker") 🢒 (First appearance) (Mind transferred to and from Peter Parker's body)
- Flash Thompson
- Mary Jane Watson
- Harry Osborn
- Doctor Doom (Victor von Doom) (Vision)
- Deadpool (Wade Wilson) (on the cover of a magazine)
- J. Jonah Jameson (Mentioned)
Spider-Man investigates the chaos in Times Square, only to discover that Mesmero is using his mutant powers to control people to rob a bank. When he sees Spider-Man he sets the people around against Spider-Man. Wolverine arrives and attacks Spider-Man blaming him for the attack; after some of the crowd are freed from control, they find Mesmero and Spider-Man webs him up as Wolverine threatens him with his claws to reverse the mind control. Nick Fury arrives with a team of agents who take Mesmero away. Wolverine and Spider-Man argue over how to handle the situation, and nearly fight, but Fury puts and end to the argument. Mesmero is then seen using his power again.
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 confront Wolverine in Peter's body, but he 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 using his claws. Wolverine and Spider-Man reconcile on the top of the Helicarrier 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)
- This episode is based on a story that ran through issues Vol 1 66 and Vol 1 67 of the Ultimate Spider-Man comic book. Brian Michael Bendis, who wrote said story, also wrote this episode.
- When Wolverine (Spider-Man) throws Sabertooth, he crashes into some magazines and Deadpool is on the front cover of Timely magazine. "Timely" was Marvel's original name before it was changed.
- The title of this episode is in reference to the 1976 movie Freaky Friday, which was based on the book of the same name.
- While in Peter's body, Wolverine briefly hits on Mary Jane due to having a thing for red heads, this could not only be a hint towards Peter and MJ's relationship in the comics, but also wolverine's history with red heads such Rose O'Hara and Jean Grey.