Spider-Man: I don't have time to play games.
Wolverine: Good, 'cause I ain't playing any.
Spider-Man: Let me look at where they hit you.
Wolverine: Don't worry about me. I heal fast.
Spider-Man: A mutant healing factor. I'm impressed!
Beast: (to Spider-Man who is holding up the cage that he's in and Wolverine is hanging from) Hold it steady!
Spider-Man: Okay, but whatever you do, don't make me laugh!
Beast: Who knew there was a scientist under that mask?
Spider-Man: Takes one to know one, blue boy.
Wolverine: (the the mutant Landon after he picks up Genevieve) Hey, pal, that's no way to treat a lady. (Wolverine lunges at Landon, only to be knocked in mid-air)
Spider-Man: You sure showed him!
Although it's not disclosed in either of the two parts of this episode, the X-Mansion must be located somewhere in New York, as that's where the Spider-Man lives, and considering he web-slinged there, it has to be in that general area.