The episode starts with Iron Man giving Falcon permission to fly the Helicarrier, which he warns Falcon not to "hot-dog". Iron Man then attempts to discuss new plans with the rest of the squadies, only to be interupted by the sound of Silver Surfer drinking a "smoothie" and Hulk burping to the tune of "Mary Had a Little Lamb". Suddenly, the Helicarrier starts shaking and Iron Man blames Falcon. The true mastermind is revealed to be the Enchantress who then crashes the Helicarrier into the Great Wall. Since Falcon was piloting the Helicarrier, the squadies and Ms. Marvel unjustly accuse Falcon of "hot-dogging". Outraged, Ms. Marvel wants Iron Man to fire Falcon, but Iron Man only puts Falcon on probation.
The Squad decides to bunk in at Stark Industries, only for Enchantress to trigger the security systems. The Squad attempts to bunk in the Punisher's van, but he kicks them out. Reptil welcomes them at his house, and his room is revealed to be filled with super hero decorations. However Hulk accidentally breaks through the floor, resulting in Reptil's parents kicking the Squad out of the house. Running out of locations to spend the night, Hulk chooses the Sanctum Sanctorum, much to the Squad's horror. Dr. Strange welcomes them and tries to explain that Falcon is innocent, but they don't listen. Iron Man freaks out when spooky noises are heard throughout the Sanctorum and Wolverine scares a ghost away by showing his claws. Redwing is irritated by Falcon's snoring and has to wear earmuffs while Surfer appears to be immune to the paranormal activity, waking up to the noises then falling back to sleep a second later. Hulk searches the halls for a bathroom and finds the Dark Dimension. Thor searches for a midnight snack and opens a soda can, releasing Baron Mordo who repeatedly burps up soda bubbles. Dr. Strange seals Baron Mordo into the soda can and kicks the Squad out. The Enchantress sends an army of flying monkeys carrying exploding fruit upon Super Hero City. The Squad defeats the monkeys and Enchantress goes after Dr. Strange, who defeats her with the help of the Squad. Iron Man attempts to woo the Enchantress, but she turns him down and flies off vowing revenge. The squaddies and Ms. Marvel apologize to Falcon for accusing him and they spend the night in a gigantic nest. The Squad, however, snores loudly much to Redwing's dismay.
- When the Super Hero Squad decides to bunk in at the Sanctum Sanctorum, Reptil can be seen standing near the Squad many times when he should be at home.
- Silver Surfer's smoothie was made from the following:
Imitation Maple Syrup
- The scene where Wolverine encounters the ghost is a reference to the scary story "Bloody Fingers".
- It is revealed that Reptil's bedroom is filled with posters with of superheroes.
- This is the first time the Enchantress has appeared in the series.
- This episode has evidence that Iron Man sleeps in his armour
- Iron Man: (talking about Surfer's smoothie) Surfer, is that a smoothie?
- Silver Surfer: Oh, why yes. It is quite smooth.
- Iron Man: Well I hope you've made enough for everybody.
- Silver Surfer: No, but I still have plenty of ingredients. Onions, kiwi fruits, sardines (Thor, Iron Man, and Wolverine look disgusted), uh.. eye crust, and imitation maple syr.. (notices Thor) what's wrong?
- Thor: (looks sick) Ughh.. I'm going to bloweth mighty chunks..(vomits behind chair)
- Ghost: BLOODY FINGERS! BLOODY FINGERS!
- Wolverine: METAL BONES BUB, METAL BONES! (shows his claws)
(ghost flies off scared)