While in battle with Abomination and the Wrecking Crew, new Squaddie Reptil loses an Infinity Fractal. With both sides scrambling to retrieve it, Reptil, with Wolverine's help, learns to face his fears and what it means to be a hero. Meanwhile, Hulk inadvertently joins a mariachi band.

Captain America sends Wolverine back to Xavier Academy to get his diploma and finish his remaining credits. Reptil tags along to see what Xavier Academy is like. To make matters worse, Ringmaster shows up and hypnotizes the entire X-Men team.

Thanos uses the Mind Gem to control Hulk who goes on a sleepwalking rampage. The Super Hero Squad must enter the dream realm to fight back, even if they have to get help from Nightmare.