Hobgoblin: (Watching Spider-Man and Wolverine fight) How entertaining, a fight to the bitter end. Problem is, in this fight nobody's gonna win, except me. (Holds up a pumpkin bomb)
Wolverine: Spider-Man, what have you done with beast?
Spider-Man: I don't know what you're talking about.
Wolverine: Yeah, sure. Beast told you about this place, that's how I knew to find you here. Looks like your memory needs a little help. (Releases claws)
Hobgoblin: You! How did you know I come here?
Spider-Man: Lucky guess.
Hobgoblin: Remember Landon, we've still got our arrangement. But now I intend to quintuple your fee.
Spider-Man: (After knocking the Hobgoblin off his glider) Air arachnid, the only way to fly.
Hobgoblin: (To Spider-Man) I didn't come here for you, but I'll gladly take a two for one.
Peter: (To himself, as Hobgoblin scares the people out of the auditorium) Hobgoblin! I guess this meeting's adjourned.
Peter: (As his spider-sense wakes him during Landon's speech) Just when it was starting to get interesting.
Wolverine: Either of you see Beast this morning? His bed ain't been slept in.
Cyclops: Did you try the lab?
Jubilee: Yeah, he gets working on something and forgets about little things like sleep.
Uncle Ben: Did you think things were going to be easy boy, huh, did ya?
Young Peter: (Trying to reel in a fish) But I can't do it Uncle Ben. You know my rotten luck.
Uncle Ben: Boy, good or bad luck is nothing but the right or wrong mix of opportunity, preparation, and confidence. Now I know you're prepared because I had a hand in that. Now son, what you lack is confidence. Peter, you can do anything, as long as you don't give up on yourself.
Spider-Man: (To himself, as he looks at Mary Jane through her window) Mary Jane, why do I torture myself with thoughts of us being together? Why would you want to be with a mutated thing like me? I should just leave here and spare everyone the pain.
Spider-Man: Why are you going out of you're way for me?
Beast: No one can turn his back on another's pain. I may be a mutant, but I'm still human.
Spider-Man: That's where we're different. I'm not sure I still am.
Beast: Penny for your thoughts, Spider-Man? I mean you no harm. I just want to talk.
Spider-Man: I've heard that I want to hear from you X people. X-cuse me.
Smythe: (About Landon) I don't trust him.
Kingpin: You don't trust anyone.
Smythe: And I'm usually right.
Kingpin: (Over the phone) My informants tell me that you have left the Brand cooperation premises.
Landon: Kingpin, are you spying on me?
Kingpin: Of course. I like to keep a close eye on my investments.
Hobgoblin: (About Landon, after the warehouse explodes) Nice try bucko, but the price of my silence just went up.
Landon: Alright, here's the money.
Hobgoblin: Excellent, now beat it. I want to be alone with all my favorite presidents.
Wolverine: Come on Beast, this ain't like you.
Beast: And what makes you think you know me so completely?
Wolverine: (About Spider-Man) Forget it, he's too much of a loner.
Beast: I don't know that I agree, Wolverine. I found him somewhat reminiscent of you when you crossed our doorstep.
Professor Xavier: I wish I had an answer for you. I am sorry for your pain.
Spider-Man: Don't worry about my pain, worry about yours if I mutate into a dangerous creature and you have to stop me. It's always the same. I can save the world ten times over, but when I need help I'm on my own. Thanks, for nothing.
Spider-Man: (After falling off a disappearing sentinel hologram) Huh, guess the ride's over.
Wolverine: Not for you it ain't.
Rogue: (To a sentinel) How's a gal suppose to keep a boy interested if ya'll keep scaring him away?
Spider-Man: (Looks up to see two giant sentinels) Okay, so I'm gonna be a little late getting home.
Spider-Man: (Runs into a room of doors) Gotta pick a door, any door. (Goes through door) New rule, never visit the Pentagon without a roadmap.
Spider-Man: (Running through the X-Men mansion) Nice, I come to the peaceful countryside and I wind up in the Pentagon.
Spider-Man: (To the X-Men) Who are you guys anyway?
Rogue: Name's Rogue suga. You seem kinda cute in a creepy sorta way. Or maybe ya'll tell me whatcha up to, hmm?
Wolverine: He ain't gonna talk. How 'bought we go diggin for an explanation?
Spider-Man: What an interesting plan, but how about this one? (Busts out of his constraints)
Wolverine: Well, whad'ya know. Put out flypaper, catch a spider. Make one wrong move, please, and you're shish kabob.
Spider-Man: (After being dragged down into the X-Men mansion by a metal clamp) Okay Spidey, next time use the front door.
Hobgoblin: (To Landon) What kind of a fool do you take me for?
Spider-Man: Personally, I'd never call you a fool. That'd be an insult to fools everywhere!
[After striking a Sentinel]
Storm: Power of lighting strike again!
Spider-Man: Uhh...power of webshooters! Get real sticky!
Gambit's eyes are colored like a normal person, instead of the usual black-instead-of-whites.
The X-Men voice actors had to be flown to L.A. from Canada, making this and the next episode very expensive to make.
The cast of the Fox Kids cartoon X-Men cross over as their respected roles.
Beast: No man is an island, complete onto himself. John Donne.
Beast is referring to John Donne's Meditation 17.