When the Helicarrier is embarrassingly smashed, the Squad needs to find a place to crash. The team proves none too welcome at Stark Industries, the Punisher's battle van and Reptil's bedroom. Dr. Strange takes them in, but they dread a creepy, wacky night in his Sanctum Sanctorum. And thanks to the Enchantress, there is even more magical mayhem than they bargained for.

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.