- Super Hero Squad
- Brunnhilde, the Valkyrie (First appearance)
- Odin (First appearance) (Main story and flashback)
- The Warriors Three (First appearance)
- Lethal Legion
- Dr. Doom (Victor von Doom)
- M.O.D.O.K.(George Tarleton)
- Abomination (Emil Blonsky)
- Amora, the Enchantress (Main story and flashback)
- Skurge, the Executioner (First appearance)
- Fin Fang Foom
- Wrecking Crew (Cameo)
- Mole Man (Harvey Elder) (Cameo)
- Trapster (Peter Petruski) (Cameo)
- Juggernaut (Cain Marko) (Cameo)
Races and Species:
- Iron Man Armor
- Falcon's Wings
- Captain America's Shield
- Silver Surfer's Surfboard
- Hawkeye's Bow and Trick Arrows
- Irradiated Fossil
- Asgardian Love Lutefisk
Enchantress uses a spell in order to make Thor fall in love with her. Instead it backfires causing Ms. Marvel to fall in love with M.O.D.O.K. This causes S.H.I.E.L.D. to have Hawkeye take out Ms. Marvel before M.O.D.O.K. brings her to Doctor Doom's side. At the same time, Executioner plans to defeat Thor in order to get Enchantress to love him. Also, Thor falls in love with Valkyrie.
- When Hulk turns on the TV when Hawkeye comes, you can hear SpongeBob Squarepants laughing. Tom Kenny, the voice of Iron Man, also did the voice of SpongeBob.
- Valkyrie has been frozen by Skurge and is all one color. But when Skurge falls from the sky and takes Valkyrie (who has been positioned onto a balcony) with him, in one shot she has returned to her normal colors.
- Hawkeye plans to take out love smitten Ms. Marvel with an energy tipped arrow, with an Ultimate Nullifier sheathing.
- The quote by Thor "Tis' all Thor can stand. Thor standeth no more!" is a reference to Popeye and the image of a Viking ship on his arm references this as well.