When he is tired of all he can take with the Super Hero Squad, Wolverine joins up with the international All-Captains Squad (consisting of Captain America, Captain Australia, Captain Brazil, Captain Britain, and Captain Liechtenstein) 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 sends Abomination and M.O.D.O.K. to recruit Ringmaster.

Black Widow joins the Super Hero Squad and shows that she can hold her ground against Abomination, M.O.D.O.K., and Screaming Mimi. Unbeknownst to them, she is really Mystique in disguise sent by Doctor Doom to steal the Infinity Fractals. When Mystique (alongside Abomination, Klaw, M.O.D.O.K., and Toad) nearly gets the Infinity Fractals held at the Vault, the Super Hero Squad get an unlikely assistance from S.H.I.E.L.D. Agent Songbird (who had been undercover as Screaming Mimi all along).