Marvel's greatest heroes and evilest of villains battle it out in action packed yet somewhat satirical alternate universe-style adventures.
Mole Man unleashes Megataur, Tricephalous and Manoo on Superhero City while searching for a fractal buried deep beneath the ground. The Super Hero Squad tries to stop both him and his minions, but Mole Man still has Fin Fang Foom waiting in the wings.
The squad gets frustrated when Silver Surfer cannot get the hang of Earth customs.
Loki borrows some of Doom's henchmen to start a war in Asgard, leaving the Lethal Legion headquarters less well defended. This prompts Iron Man to try and get at the villains' fractal stash.
The mysterious Scorpio steals a Collider control program from Stark Industries and manages to keep one step ahead of the Super Hero Squad at all times. An impressed Doc Doom wants Scorpio, not to mention the Stark tech, to help him create a black hole.
Enchantress uses her magic to crash the Helicarrier into the Great Wall near Villainville and Ms. Marvel blames Falcon for the crash. After attempts to bunk in at Stark Industries, Punisher's van, and Reptil's house, they try the Sanctum Sanctorum where Doctor Strange warns them that there is a magic threat responsible for their misfortunes.
Falcon is doubting his own usefulness on the Squad. When a miniaturized Egghead steals an Infinity Fractal on the Helicarrier, Ant-Man shrinks most of the Squaddies down to the villains size.
Wolverine wants to quit being a Squaddie and is reassigned to the All Captain Squad. As 'Captain Canada', he joins Captain America, Captain Britain, Captain Australia, Captain Brazil and Captain Liechtenstein. Their first mission pits them against Plant Man in the South American Rainforest. Meanwhile, back in Super Hero City, Doctor Doom is trying to recruit the Ringmaster into his Lethal Legion and Reptil steps up to replace Wolverine's animal factor in the SHS lineup.
Thanos approaches Doom with an unholy alliance and asks the Lethal Legion to steal an artifact from the Baxter Building. Meanwhile The Super Squad teams up with the Fantastic Four to fight off a Skrull invasion.
Shield agent Black Widow helps the Super Hero Squad out in a fight and is invited to stay aboard the Helicarrier. Little do the Squaddies realize she is actually Mystique in disguise and reporting to Doctor Doom.
When an Infinity Fractal is attached to M.O.D.O.K.'s head, he gains the power to drain those of others. Soon, the Mighty M.O.D.O.K. rules Villainville with Loki as his new BFF (Best Fiend Forever).
Enchantres plans to make Thor fall in love with her by using an Asgardian Love Lutefisk. But Ms. Marvel ends up loving M.O.D.O.K. instead. Thor is only interested in Valkyrie anyway.
When Baron Mordo possesses Iron Man turning him into the Iron Menace, Hulk and Silver Surfer must team up with Doctor Strange and Valkyrie to form a team of Defenders and stop Baron Mordo's evil plot.
War Machine teams up with Iron Man when Doctor Doom, Crimson Dynamo, and Melter band together in a plot to eliminate Iron Man. Meanwhile, Wolverine and Reptil face off against Abomination and M.O.D.O.K. in a game of golf.
When a smilodon appears in Super Hero City, a mysterious jungle lord named Ka-Zar shows up. Meanwhile, the Lethal Legion have plans for the smilodon.
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.
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