Freaky

**Freaky** is the tenth episode of the first season of *Ultimate Spider-Man* and the tenth episode of the series overall.

## Synopsis

Spider-Man and Wolverine must overcome clashing personalities and styles in order to defeat Mesmero and Sabretooth.

## Plot

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 is 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 an 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 confronts Wolverine in Peter's body. But 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, unfortunately Sabretooth does too and plans to kill them both. Wolverine in Peter's body kick him into a bus, as Peter asks Wolverine to put on the costume so as 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 uses his claws. Wolverine and Spider-Man reconcile on the top of the carrier 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)

 File:Mesmero USM 01.png   File:Wolverine.png   File:Sabretooth.png   File:Nick Fury.png   File:Spider Man Halloween.jpg
## Characters

### Main Characters

* Spider-Man/Peter Parker
* Wolverine/Logan Howlett

### Supporting Characters

* S.H.I.E.L.D.
	+ Nick Fury
	+ Phil Coulson
	+ S.H.I.E.L.D. Trainees
		- White Tiger/Ava Ayala
		- Iron Fist/Danny Rand
		- Power Man/Luke Cage
		- Nova/Sam Alexander
* Harry Osborn
* Mary Jane Watson
* Flash Thompson

### Villains

* Mesmero
* Sabretooth/Victor Creed
* Doctor Doom/Victor von Doom (cameo)

### Other Characters

* Deadpool/Wade Wilson (cameo)
* J. Jonah Jameson (mentioned)

## Cast

* Drake Bell as Spider-Man/Peter Parker
* Ogie Banks as Power Man/Luke Cage
* Steve Blum as Wolverine/James Howlett
* Greg Cipes as Iron Fist/Daniel Rand
* Matt Lanter as Harold Osborn and Eugene Thompson
* Caitlyn Taylor Love as White Tiger/Ava Ayala
* Peter Lurie as Sabretooth/Victor Creed, Construction Worker, and Announcer
* Chi McBride as Nicholas Fury
* Logan Miller as Nova/Samuel Alexander
* Dwight Schultz as Mesmero and Teacher
* Tara Strong as Mary Jane Watson, Woman, and Girl

## Trivia

### Marvel references

* Wolverine threatening Mesmero by putting his hand under his chin and unsheathing his claws from either side, asking "Wanna try for three?" mirrors to what he did in the "God Loves, Man Kills" graphic novel.
* This episode is loosely based on the same story from the *Ultimate Spider-Man* comic which was also written by Brian Michael Bendis where Jean Grey switched Spider-Man and Wolverine with each other's bodies with Wolverine (Peter Parker) attempting to "get busy" with Mary Jane Watson and Spider-Man (Logan) getting into one bad situation after another.
* When Wolverine attempts to hit on Mary Jane, he says "Baby, I do like me a redhead" which is a nod to Jean Grey who is a redhead.
* When Wolverine (Spider-Man) threw Sabertooth, he crashed into some magazines and Deadpool is on the front cover of Timely magazine. "Timely" was Marvel's original name before it was changed.

### Road to *Hulk and the Agents of S.M.A.S.H.*

* Having arrested Mesmero and placed in S.H.I.E.L.D. confinement for an experiment in a future episode leads up to this show.

## Quotes

**Logan-in-Peter's-body:** Baby, I do like me a redhead.

**Sam Alexander**: The No part.

## Gallery

The Marvel Animated Universe Wiki has a collection of images and media related to **Freaky**.