When he is tired of all he can take with the Super Hero Squad, Wolverine joins up with the internation All-Captains Squad (consisting of Captain America, Captain Australia, Captain Brazil, Captain Britain, and Captain Lichtenstein) as Captain Canada where he helps them fight Plantman in the Amazon. Meanwhile, the rest of the Super Hero Squad have an embarrassing encounter at Ringmaster's circus when Doctor Doom sent Abomination and MODOK to recruit Ringmaster.

Loki teams up with Doctor Doom in a plot to take over Asgard. Meanwhile, the latest Infinity Fractal causes Thor to lose his memory and it's up to Iron Man and Hulk to help him remember who he is.

Magneto is in town and he tricks his children Quicksilver and Scarlet Witch into helping in a sinister plot to steal the Infinity Fractals at the Vault for Doctor Doom. During the first fight, Falcon develops a crush on Scarlet Witch after she heals Redwing.

A mishap between Thanos' new Time Gem and the Scarlet Witch's hex powers sends her back to World War II, where she must assist Captain America and the Invaders stop Red Skull from launching a rocket that will destroy Europe.

The Six Squaddies must each face the Dark Surfer one on one, in a final battle for the fate of destiny for the fate of reality that takes them to the edge of the universe-and a last stand at the cosmic Infinity Pool!

After being thrown into a portal by Dark Surfer, Thor befriends a Korbonite janitor named Beta Ray Bill, and must give up Mjölnir in order to prove that he has excellent fighting skills.