- Super Hero Squad
- Firestar (Angelica Jones) (First appearance)
- Wolverine clones
- Mayor of Super Hero City
- Luke Cage (Mentioned)
- Iron Fist (Danny Rand) (Mentioned)
- Bucky (James Buchanan Barnes) (Mentioned)
- Professor Herbert Wyndham (First appearance)
- Amadeus Cho (First appearance) (Cameo)
- S.H.I.E.L.D. Helicarrier
- Egghead's Helicopter (Main story and flashback)
An army of Wolverine clones invade Super Hero City forcing the real Wolverine and Reptil to get to the source with help of Firestar. Outside of the other Super Hero Squad members rounding up the Wolverine clones, Reptil is unaware that his science fair partner and Firestar are the same person. It soon turns out that Egghead is responsible for the Wolverine clones.
- Title card's issue homage Wolverine #1
- This episode has many direct references to the 1980s Marvel cartoon Spider-Man and His Amazing Friends including an opening narration by Stan Lee (in his Mayor of Super Hero City character), featuring an Australian Wolverine clone, and the use of Firestar.
- The Mayor during his narration states "This is real true believers not a What If?".