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

It's Captain America's birthday and all he wants to do is celebrate it with his fellow Super Hero Squad members and Nick Fury. In order to show his minions what real villainy is like, Doctor Doom thaws out the WWII villain Red Skull. Captain America is not pleased to find his old enemy up to his old tricks while Doctor Doom is not thrilled about Red Skull's enormous ego.