- Professor Xavier: [Xavier has admitted that he cannot help Spider-Man] 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.
- [jumps to the window]
- Spider-Man: 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.
- [jumps out the window]
- Jubilee: Spider-Man, don't go!
- [to Wolverine]
- Jubilee: He could be a big help to us.
- Wolverine: 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.
- Jubilee: [the X-Men have caught Spider-Man sneaking into the mansion] Spider-Man!
- Storm: Tell us, why are you here?
- Spider-Man: [struggling to get out of the metal containment suit] None of your business! Who are you guys, anyway?
- Rogue: [leans against him flirtatiously] Name's Rogue, sugar. You seem kinda cute in a creepy sort of way. Maybe y'all will tell me what you're up to, hmm?
- Wolverine: He ain't gonna talk. How about we go digging for an explanation?
- [extends his claws]
- Spider-Man: What an interesting plan, but how about this one?
- [breaks out of the metal suit]
- [the X-Men rush into the Danger Room of the mansion to rescue Spider-Man from deadly Sentinels]
- Rogue: How's a gal supposed to keep a boy interested if y'all keep scaring him away?
- Herbert Landon: [the roof is collapsing inside the building] We must leave!
- Genevieve: [referring to Spider-Man] But-but we have to help him. He risked his life to save you.
- Herbert Landon: [runs out] There's nothing we can do.
- Spider-Man: [struggling to hold the ceiling up] It's collapsing. I've failed.
- [a strange force holds the ceiling in place]
- Spider-Man: Huh?
- [he swings away while the ceiling collapses behind him]
- Spider-Man: Something held the ceiling up long enough for me to get away. But what?