Disclaimer: I don't own Ultimate Spider-Man, Marvel does. I watched episode ten yesterday and I wanted to expand on the episode. So enjoy. Also I like Saber Tooth/Victor Creed from Wolverine Origins better, so I'm using the Liev Schreiber version. Cause his is so much more bad ass.

Freaky

Chapter three

Peter Parker P.O.V.

I woke up this morning to Aunt May pounding on my door to wake me up. It's time for school again, great. I jump up out of bed and pull on my clothes, grab my backpack and slide down the stair's rail and run into the kitchen. At Aunt May is making oatmeal. Eww! Oatmeal, gross maybe I can just slip past her. I quietly backed out of the kitchen.

"Oh, Peter, there you are I'm so glad I caught you. Now we can have breakfast together, it's been so long since we had it together." Aunt May calls from inside the Kitchen. Curses foiled again, it looks like the oatmeal wins this round. I sat down and ate breakfast, Aunt May made sure I ate every bite.

I ran outside to catch the school bus, and it was off to school. I have science first period so it's awesome. I get to work my brain right away. Okay sue me, I'm a nerd. When I got to Mr. McCoy's class just in time I looked at the board. Sweet, we're learning about genetics today. I'm so going to ace the pretest. Mr. McCoy's class ended and I walked to my next class. Mr. Reeves, he teaches English but he makes it so boring that I'm usually the only one who's not falling asleep in his class. I sit down in my seat as the bell rings.

As per usual the team is in almost all of my classes, almost all of them. Some of the classes on my schedule are too advanced for my teammates. Mr. Reeves starts talking about Romeo and Juliet my least favorite play of Will S.S. My vision begins to blur and swirl, my eyelids close as I try to stay awake. But it doesn't work and I slip into unconscious.

Agh...where am I? I'm in some seedy creepy Motel room. Okay how did I get here? Come on Parker, think. You're not tied up, you're alone, and I have hairy arms. I HAVE HAIRY BUFF ARMS!

Alright I did not have all that hair yesterday! Okay try to remember what happened yesterday. I went to school, I went to science club, I...I... I patrolled the city, I... met... Wolverine. I met Wolverine, and he was a class a jerk! Nick Furry...some guy called Mesmero. Then I went home had dinner, team showed up and went to bed. Then I took a nap in Mr. Reeves class. I jump up off the chair, walking to the bathroom. I look at the mirror.

"Ahhhhhhhhhhhhhhhhhhhhhhh," I scream. "What the hell? Why do I look like some hairy logger man?!" I touch the foreign face. This is not my face!

"This has to be some kind of dream. Come on! Come on wake up!" I look more closely at the face. I gotta be in my late thirties, I've got five a clock shadow, huge sideburns. Black hair, dark blue eyes, kinda on the short side. I smell something bad, wait that smell is me!

I look around the room and try to find anything about this guy. The floor is littered with trash, gross. The T.V. is on the wresting channel.

A bag! Maybe it has some ID. I tear it open, holy shit! There's a yellow spandex costume it there! I'm in the crazy badger man's body. I'm in Wolverine's body! I can feel my whole face pale. If I'm in Wolverine's body...

"Does that mean his in mine? Shit! He better not be late to any of my classes! I can't have another tardy! Wait! What am I saying? Wolverine at my school, in my body, this is a disaster." I look around for a phone. I see a land line, there's a burning pain in my hands I look down. The claws are coming up! I shake my hands, hoping they'll go away.

"Stupid claws! Go back down." I clench my Fists. "Please, please be a dream."

I end up slashing at almost everything until they go back down. I slowly had for the phone I punch in my cell number. It's ringing, yes someone picked up.

"Hello," Growls my voice.

"Oh no!" I groan in wolverine's voice.

"Who is this?" My voice growls again.

"We've switched bodies!" I freak out. "We switched entire bodies! What did you do? What freaky things have you done to me? That I'm in your hairy, Smelly, Wolverine body?"

"We've switched bodies?" My voice on the phone questions. "Switched bodies with who?"

"Grahh...you're in my body I'm Peter Parker, I'm Spider-Man!" the last part comes out as a wine but I freaking out here cut me some slack. "I mean you're Spider-Man. I don't know, how are we going to fix this?" there's someone knocking at the door.

"Room service." I hear a deep voice growls from outside.

"Uh...one moment please." My voice shakes.

Door splinters rain over me as a giant man in a trench coat barges in.

"Hello Jimmy, did you miss me?" The man grins showing off his fangs.

"I...uh I think it's for you." I tell Wolverine on the other end of the line. The man rushes forward claws on his fingers out. I turn and kick him in the face, trying to hold on to the phone.

"Who or What is a SaberTooth?" I yell into the phone.

"He's a bad, bad, Mutant. Who has some weird fixation on me! And he thinks he's my brother. Get out of there! Now!" Wolverine yells back.

"What's the matter Runt? You're acting act a coward, fight like a man." Roared SaberTooth as he tried to rip my face off.

"Ah, No thank you."

"What's the matter with you Logan? No thank you? Since when you, use manners, Jimmy-boy." I jump on the T.V. to avoid his attack, the claws start acting up again.

"Hey! Wait, listen I know this might sound crazy but I'm not Wolverine." Claws are going out and in really fast. Damn that really hurts.

"What?" SaberTooth asks.

"Look I know you want to tear him apart and everything. And I totally sympathize with that. But I promise you I'm not" I don't get to finish as stab myself with my own claws.

"Ahhhhhhhhhhhhhh," I scream in pain.

"What the Fuck! Wolverine, is this some kind of a joke?"

"Hello?" Logan asks on the phone.

"He's trying to kill me. Find Coulson, find Coulson" I duck as Kitty slashes again.

"Kid, you're in my body, you'll heal. I'm coming to you stay where you are." I block.

"Noooo! No, stay put at school. I can't afford to miss class." I punch SaberTooth.

"Kid." I dive to the right.

"Stay there! Don't talk to anybody, don't touch anything, and do not get me dentition."

"I don't know what's going on. But there's no way I'm staying here, Bub." I didn't hear anything else because I jumped out the window. I hit the ground running. With the crazy cat man chasing after me. I instinctively try to jump up on a wall but I don't stick and fall down.

"Oh no." I groan as the claws start to go in and out my skin again. I try to fling a web at him. But it doesn't work I dodge left. I run a couple more block trying to shake of my tail. We both get hit by a car and SaberTooth lands on top of me. Then grads head to pull me up.

"You know Logan, you're taking all the fun out of this for Me." he snarls as he comes closer to my face. Damn, what is it with feral mutants and not taking showers.

"I'm not Wolverine." I tell him as the claws go back up. SaberTooth laughs then pulls back his fist.

"Let go you, freak!" I kick him in the face. Once my feet are on the ground I take off.

"Heh...Nice kitty." I shouldn't have said that out loud, because he looks so mad. He backs me to the road and just as he get ready to slice me to pieces I'm hit by a bus. I quickly slide to right side of the bus and shout.

"So long Sucker!" and wave to him.

The passengers in the windows look shocked as I look down at them.

"So how's your day going?" I ask them. My free hand's claws come out right into my stomach.

"Ahhhhhhhhhhhhhhhhhhhh," I cry out in pain. I ride the bus to till two blocks from my high school. Then I see...Me walking out of the school. That is one of the weirdest things I've ever seen.

"Hey I told you to stay put," I say as I stumble over to him.

"Yeah, well life's like that sometimes." I or rather Wolverine says as he throws my backpack.

"Alright, fine! Whatever! Just tell me what's going on? How did this happen to us?" I plead.

"How do you think this happened? That Mesmero Weasel did something to us." Logan glares at the grass.

"Oh man, you're right it had to be him. He's the only one, why didn't I think of it sooner." I hit my forehead.

"Wait, where's Sabertooth?" Logan looks alarmed.

"Don't worry, I lost him."

"You lost him! You don't lose him he's a tracker, like me. He's on your trail you dumb kid." Logan jabs my...his chest.

"No. I'm telling ya, I totally lost," SaberTooth lands on my back. "Ooophff." That really hurt.

"Well now I see, you really did get you're bodies switched. Haaaaaahaaaaaaaa. Now that's hilarious." SaberTooth laughed at us.

"Well that is what I kept telling you, dude." I say from the ground.

"Mehaaaahaaa. Dude?" His hands cover his eyes as he laughs again. "Jimmy got himself stuck in a little kid's body."

"Hey! I am not little, I'm fifteen! Jerk!" I shout at him. He got keeps laughing. I guess Jimmy got tried of SaberTooth laughing because he jumped up Twelve feet in the air and kicked him in the face. He lands and clenched his fist.

"Now we're talking." he smirks as he attacks again.

"Grahhhhhhhhhhhhh." SaberTooth growls.

"Grahhhhhhhhhhhh." Wolverine growls back. They start going at it and then Logan throws SaberTooth into a bus. What if someone sees?! I've got to get Wolverine to put on my costume before someone sees wimpy Peter Parker kicking some ass.

Logan start running to the bus.

"No stop!" I yell at him.

"Stop, Why?" he glares at me.

"You can't use your-my powers in public, you'll ruin my secret ID. Man!"

"Look kid I've got bigger Fish to fry than you and your teeny bopper soap opera." he points in the direction of the bus. Soap Opera... I'd rather be a Soap star than some grumpy old guy who smells really, really bad. But now that he mentions it my life would make a great Soap.

"Weird...put on my costume." I shove my backpack into his face. He shoves it back.

"No."

"Yes."

"No."

"Yesss."

"No. What is that tingling?" Wolverine stouts angrily, I look up SaberTooth is behind us. I pull us both out of the way of the incoming attack.

"It's my Spider-sense."

"What the hell is a Spider-Sense?"

"It's like an early warning system for danger." I answer him as I fight off SaberTooth.

"People can't see me running around using powers. Put on the costume!" I scream at Wolverine as SaberTooth tackles me.

"No!"

"Dude, put it on or I will shave off all your hair including your head hair. Put the damn costume on!" I kick out at SaberTooth.

"Leave the kid alone, it's me you want Victor." Wolverine punches Vicky in the face.

"I'm serious I will Wax off all of your hair." I yell desperately at him.

"Graahhhhhhhhhhh, alright fine." Wolverine run to the fallen back pack.

"Now where do you think you're going, Jimmy." SaberTooth says getting ready to lunge at him. I grab on to his leg to stop him from chasing Logan. Now all I have to do is kept Vicky busy.

"Let's go, Bub, come on!" Why did I say that? I'm starting to sound like Wolverine. We start throwing cars at each other. SaberTooth slashes at my chest, God Damn that hurts.

"Hey man, I'm the best at what I do... and I really have no idea why I just said that." Damn we'd better switch back soon or else I think we'll be stuck.

"Hey...uh Kid we need to switch." Logan calls from the line he's stuck on at the bridge. "Heads up." and he throws my web fluid to me.

I smirk as grab it shoot a web at SaberTooth's Face.

"Arghhhh." he tries to pull it off.

"Oh, I am so sorry. I got webbing all over your freakin' ugly face." I laugh.

"Arggaaaahhhhh." SaberTooth swipes blindly at me.

"Finish him!" yelled Spider-Wolv. I hit him in the stomach, then the head, then I jump up and kick him in the head, it knocks him back. Into a news stand.

"Finish him now!"

"Stop yelling at me!" SaberTooth jumps up and runs at me, I jump up over him and grab him from behind. Spider-Wolv jumps down from the bridge and right into SaberTooth's face.

"This mask's smells." Wolvy growls at me.

"Like you're one to talk, Dude." I shot back at him. SaberTooth gets back up, I look at Logan and we both smirk at each other. We both shoot our webs at SaberTooth, then we both punch. SaberTooth flies into a wall and he doesn't get back up.

"Stay." I tell the K. SaberTooth.

"AHaaaaaaaaaaaahaaahhaaaaaaa," Mesmero laughs. "Oh, Ahaaaaaaaaaaaa, oh what a treat!"

"Change us back!" Logan screams at Mesmero.

"What are you going to do? Arrest me? Ahaaaaaaahhaaaaaa," Mesmero is really starting to piss me off. I grab him by his neck and snarl in his face.

"Oh please, you're no Wolverine." my claws come out right by his face. He looks more intimated now. Then the claws start wigging out on me.

"Cut it out." Nick orders.

"It's not like I'm doing it on purpose. How do I stop?" I yell.

"You have to focus, Spider-Man. Focus!" Wolverine commands me.

"I am!"

"Apparently you're not." He glares at me. I breathe out and breathe in, focus. Claws go in, claws go out, in, out, in, out. Hey I think I'm getting the hang of this.

"Okay, got it." I turn back to Mesmero and put an unclawed fist in his face.

"You've till the count of three! To change us back!" I tell him.

"Okay, okay, I'll relish you." Mesmero's eyes swirl. My eyes swirl... and I back! I'm back in my body! Whoowho! I'm not a smelly old guy anymore. I touch my face as I pull my mask over my mouth. I'm so glad this is over.

"All right then. Is everyone back in their normal bodies?" Nick asks us. I don't respond as I kept touching my face. Wolverine growls and shoves Mesmero against the wall.

"Arghhh, you slimy," Wolverine's claws are in Mesmero's face.

"Logan!" Nick shouts. Mesmero whimpers as Logan shove him. Then let's go. Wolverine glares then spits, and he walks back over to us.

"One day, one day. You will all feel my wrath, I-" I cut Mesmero off with a web to his mouth.

"Well that was strange," I hold my hand out to Wolverine. "I mean I was just starting to hate you, but you're alright, Dude."

Wolverine stares at me then he punches me on the shoulder and starts walking away.

I run after him. "So I'll Text you, we should totally hang out, sometime."

"You've got a good thing going here kid." he turns to look at me.

"I do?" he walks over to one of the air craft on the deck of the air ship.

He kepts talking. "Friends, a life," he opens the cockpit door on the air craft, climbs in. "Don't take it for granted. You'll look back on this and you'll realize how good you really have it." He starts the plane and salutes at me. I wave at him and Agents start coming outside.

"Hey! you can't take that!" they yell at him. "You don't have authorizing." Not that it makes much difference. This is Wolverine we're talking about. "Get back here!" I give Wolverine a thumbs up. and swing off the Air craft.

"Maybe, Wolverine's right I do have it pretty good, at least compared to-" I starting falling after my last web fails. "Oh, come on, he use up all my Webs."

Okay thumbs up if you know who Mr. McCoy is, Sorry it took so long.