- Spider-Man: [after Wolverine is knocked back by Landon's mutant form] You sure showed him.
- Wolverine: Shut up, ya puny little geek.
- Spider-Man: Well, you've got the nose. Where to now?
- Wolverine: [sniffs] What I smell is trouble!
- [guards appear]
- Spider-Man: Good nose.
- Professor Xavier: [the X-Men are watching the news footage of Landon's mutant form terrorizing the city] Are you getting this news feed, Rogue?
- Rogue: I'm getting it loud and clear. That is one ugly critter.
- Professor Xavier: Beast and Wolverine are down there. They'll need your help.
- Cyclops: We're on our way, professor.
- Rogue: [rescuing a news helicopter from Landon's mutant form] Why don't you pick on somebody your own size, big fella?
- [Rogue sets the helicopter down, but the monster knocks her aside. She smacks into a building, but before she can hit the ground, Spider-Man catches her]
- Spider-Man: Gotcha!
- Rogue: [drapes her arm around him] I'll bet you say that to all the gals.
- Beast: So, there appears to be a keen scientific mind behind that garish mask, eh my friend?
- Spider-Man: Takes one to know one, blue boy.
- Cyclops: [to Spider-Man after the incident] I'm sorry we got off to such a rocky start. You're a heck of a team player.
- Gambit: You got that right. A regular ace.
- Wolverine: Nice working with you, kid.
- Jubilee: Real nice.
- Spider-Man: Thanks. I don't know what to say.
- Wolverine: [watching Landon mutate] What is happening to him?
- Beast: Landon was so anxious to create something toxic to mutants that he failed to determine its effects on normal, human cells.
- Genevieve: Do something! You're mutants. Use your powers!
- Beast: There's nothing we can do. How ironic. He is becoming what he hated most. A mutant.
- Beast: [after Genevieve saves them] Thank you for saving us. And for accepting what you are.
- Genevieve: You know?
- Spider-Man: Know what?
- Beast: She is a mutant. A telekinetic. I've suspected as much for a long time.
- Spider-Man: A mutant? Of course. It all makes sense now! You were the one who rescued me in the auditorium when the ceiling caved in.
- Genevieve: It's true. I am a mutant. That's why I first went to work for Landon. I hoped he really did have a cure.
- Spider-Man: I can relate to that.
- Wolverine: [chasing after Landon's mutated form] He's headed for Midtown, Hank.
- Beast: Apparently, only the infusion of electrical energy can ease its pain.
- Spider-Man: If we don't do something, it's gonna drain the entire city's power!
- Beast: And if it does, it will become immense. And unstoppable.