The Super Hero Squad has been captured by the Skrulls. But Falcon reveals they have a stowaway on the S.H.I.E.L.D. Helicarrier, namely the Scarlet Witch.
With all of Villainville in jail, the Super Hero Squad is about to disband. Just then Captain Marvel disappears on his way to a peace mission, leading to hostility between the Kree and Skrull empires.
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.
Galactus is about to devour Earth and not even the combined power of all the Super Heroes (and even some villains) can stop him. Iron Man decides to gather all the Infinity Fractals and reforge the Infinity Sword.
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.
Stardust arrives on Earth to announce the coming of Galactus, devourer of worlds. Captain America and Ms. Marvel begin constructing a space ark to save the inhabitants of Earth while the SHS team up with the Fantastic Four to face Galactus.
Galactus is about to devour the Skrull Homeworld because the Silver Surfer is too busy fooling around with the Infinity Sword. The Squadies delay the Hulk's bath and head off into space.
Falcon & H.E.R.B.I.E. arrive 40 years into an alternate future where the world is governed by Sentinels, and ruled by the Scarlett Empress. They team up with the aged Magneto and the last living hero known only as 'The Man'.
Ms. Marvel instructs the Squaddies to help Captain Marvel fight the Dark Surfer, but she, Thor and Iron Man end up in the Soul Stone with Thanos and Warlock.