1
00:00:01,667 --> 00:00:04,333
(drum roll)
2
00:00:07,125 --> 00:00:12,875
(loud thuds)
3
00:00:15,458 --> 00:00:17,250
Whoa!
4
00:00:17,834 --> 00:00:19,500
Hup, hup, hup, hup.
5
00:00:19,583 --> 00:00:21,667
(klaxon blaring)
6
00:00:29,667 --> 00:00:31,250
(chuckles)
7
00:00:36,166 --> 00:00:37,583
(chortles)
8
00:00:37,667 --> 00:00:39,834
(chortles)
9
00:00:44,208 --> 00:00:46,625
(Dr. Doom cackles)
10
00:00:46,709 --> 00:00:49,875
You are about to be doomed!
11
00:00:54,625 --> 00:00:55,792
Hup, hup, hup, hup.
12
00:00:57,625 --> 00:00:58,750
Oh!
13
00:01:02,834 --> 00:01:04,417
(Captain America and MODOK yell)
14
00:01:05,709 --> 00:01:08,166
Ah! I'll shield my vault from you.
15
00:01:10,417 --> 00:01:11,250
Aah!
16
00:01:16,875 --> 00:01:18,792
(grunts) No!
17
00:01:18,875 --> 00:01:21,250
(Thor) Come on, men.
Let's make sweat!
18
00:01:21,333 --> 00:01:23,125
(laughs) The cavalry!
19
00:01:23,208 --> 00:01:24,583
Ah-ha!
20
00:01:26,291 --> 00:01:27,291
What the...
21
00:01:30,709 --> 00:01:31,667
Ooh!
22
00:01:32,792 --> 00:01:34,000
(crash)
23
00:01:34,083 --> 00:01:35,458
We must hurry, Mole Man.
24
00:01:35,542 --> 00:01:37,458
How is Operation Down Under coming?
25
00:01:37,542 --> 00:01:40,083
(burps) Oh, fantastic.
26
00:01:40,166 --> 00:01:44,333
(burps) I'm about to tunnel
right into the vault.
27
00:01:44,417 --> 00:01:47,542
(Mole Man yowls)
28
00:01:47,625 --> 00:01:48,750
Garbage dump?
29
00:01:48,834 --> 00:01:50,500
(blabbers)
30
00:01:50,583 --> 00:01:54,208
I knew I should have made that
left turn at Albuquerque.
31
00:01:54,291 --> 00:01:55,417
(burps)
32
00:01:55,500 --> 00:01:59,166
Oh, how do my minions always fail?
33
00:02:04,792 --> 00:02:06,917
(stammers)
34
00:02:09,834 --> 00:02:12,375
We may have some new guests
for you here in a minute, Cap.
35
00:02:12,458 --> 00:02:14,875
-(all yell)
-(Dr. Doom cackles)
36
00:02:16,875 --> 00:02:19,000
(groaning)
37
00:02:19,083 --> 00:02:21,917
(Dr. Doom) This could not get
any worse.
38
00:02:24,000 --> 00:02:25,083
Oy vey.
39
00:02:26,500 --> 00:02:28,333
(screams)
40
00:02:28,417 --> 00:02:30,667
Yes, it could.
For you, anyway.
41
00:02:31,333 --> 00:02:33,417
Mole Man, emergency recall.
42
00:02:37,000 --> 00:02:38,458
(growling)
43
00:02:40,542 --> 00:02:42,875
Hurry! Into the hole!
44
00:02:42,959 --> 00:02:44,000
(Dr. Doom cackles)
45
00:02:47,041 --> 00:02:48,125
That was weird.
46
00:02:48,208 --> 00:02:50,959
Well, at least we don't have
to take out the garbage.
47
00:02:56,166 --> 00:03:00,041
(Doom) With that Infinity Sword,
I will rule the universe.
48
00:03:02,375 --> 00:03:04,583
All right, Squaddies!
Time to Hero Up!
49
00:03:05,834 --> 00:03:08,834
♪ When the bad guys are out
All you have to do is shout now ♪
50
00:03:08,917 --> 00:03:10,458
♪ Who's gonna Hero Up? ♪
51
00:03:10,542 --> 00:03:12,375
♪ Well, they may not get along ♪
52
00:03:12,458 --> 00:03:13,959
♪ But they're always fighting strong now ♪
53
00:03:14,041 --> 00:03:16,083
♪ Who's gonna Hero Up? ♪
54
00:03:16,166 --> 00:03:21,000
♪ Who'll save the day?
The Super Hero Squad! ♪
55
00:03:21,083 --> 00:03:24,625
♪ They'll Hero Up again! ♪
56
00:03:24,709 --> 00:03:26,917
♪ Super Hero Squad! Hero Up ♪
57
00:03:27,000 --> 00:03:29,583
♪ Super Hero Squad! Hero Up ♪
58
00:03:29,667 --> 00:03:30,917
♪ Wolverine and Hulk are fierce ♪
59
00:03:31,000 --> 00:03:32,458
♪ Dr. Doom ends up in tears ♪
60
00:03:32,542 --> 00:03:34,083
♪ When Iron Man joins the fight ♪
61
00:03:34,166 --> 00:03:37,166
♪ Falcon darts in from the sky
Silver Surfer by his side ♪
62
00:03:37,250 --> 00:03:40,417
♪ Thor's hammer has thunder's might ♪
63
00:03:40,500 --> 00:03:45,583
♪ Who'll save the day?
The Super Hero Squad! ♪
64
00:03:45,667 --> 00:03:49,208
♪ They'll Hero Up again! ♪
65
00:03:49,291 --> 00:03:51,458
♪ Super Hero Squad! Hero Up ♪
66
00:03:51,542 --> 00:03:54,041
♪ Super Hero Squad! Hero Up ♪
67
00:03:54,125 --> 00:03:56,709
♪ Super Hero Squad! Hero Up ♪
68
00:03:56,792 --> 00:03:58,583
♪ Super Hero Squad! ♪
69
00:03:59,375 --> 00:04:01,083
I hate those Squaddies!
70
00:04:10,583 --> 00:04:12,750
(Dr. Doom groans)
71
00:04:14,000 --> 00:04:18,041
Another failed plan
to add to the wall of shame.
72
00:04:18,834 --> 00:04:21,750
All my failures
have something in common...
73
00:04:21,834 --> 00:04:24,250
They all involve you three potato-heads!
74
00:04:24,333 --> 00:04:25,500
Uh, you know, sir,
75
00:04:25,583 --> 00:04:29,166
there may be some valuable things
in this garbage.
76
00:04:29,250 --> 00:04:30,208
(burps)
77
00:04:30,291 --> 00:04:33,083
Look, Captain America's cable bill.
78
00:04:33,166 --> 00:04:36,083
The only things
that stink worse than this garbage
79
00:04:36,166 --> 00:04:38,000
are you three!
80
00:04:39,083 --> 00:04:40,000
(Mole Man giggles)
81
00:04:40,083 --> 00:04:41,750
(Dr. Doom groans)
82
00:04:41,834 --> 00:04:45,208
You force me to unleash
my emergency evil plan!
83
00:04:45,792 --> 00:04:48,291
(MODOK) Are you saying
we're not tough enough?
84
00:04:49,375 --> 00:04:52,583
Ew! (coughs)
85
00:04:52,667 --> 00:04:54,375
Ah! My dust allergy!
86
00:04:54,458 --> 00:04:56,834
Watery eyes! Inhaler!
I need my inhaler!
87
00:04:57,500 --> 00:04:58,792
(Dr. Doom cackles)
88
00:04:58,875 --> 00:04:59,917
This will lead us
89
00:05:00,000 --> 00:05:01,834
to the ultimate evil-doer,
90
00:05:01,917 --> 00:05:03,542
my personal hero...
91
00:05:03,625 --> 00:05:06,083
the Red Skull!
92
00:05:06,166 --> 00:05:09,041
(MODOK) Yuck. He's got a face
like a caboose.
93
00:05:09,125 --> 00:05:10,417
No wonder, it's red.
94
00:05:11,583 --> 00:05:13,000
That's my hero.
95
00:05:13,083 --> 00:05:14,333
(groaning)
96
00:05:14,417 --> 00:05:16,667
Just follow the directions
on this map,
97
00:05:16,750 --> 00:05:18,834
and we will find him.
98
00:05:18,917 --> 00:05:22,291
You'll stay here and clean up
the garbage.
99
00:05:27,667 --> 00:05:31,834
(MODOK) 124, 125.
100
00:05:31,917 --> 00:05:32,834
Hey! We're here.
101
00:05:32,917 --> 00:05:36,875
Ugh! What? I smell sauerkraut.
102
00:05:36,959 --> 00:05:39,792
The Villainville Weiner Hut.
103
00:05:39,875 --> 00:05:44,125
What does the map say now, MODOK?
104
00:05:44,208 --> 00:05:45,166
Uh-uh.
105
00:05:47,542 --> 00:05:48,542
Hey, look.
106
00:05:55,625 --> 00:05:57,000
I can't believe it!
107
00:05:57,083 --> 00:05:59,667
(MODOK) It's astounding.
108
00:05:59,750 --> 00:06:01,917
The world's largest bratwurst!
109
00:06:02,000 --> 00:06:04,959
(Dr. Doom screams) MODOK!
110
00:06:05,041 --> 00:06:06,750
We are not here
for the sausage,
111
00:06:06,834 --> 00:06:09,959
we are here
for the wicked genius!
112
00:06:10,041 --> 00:06:12,417
Now, pick him up and let's go.
113
00:06:12,500 --> 00:06:14,375
(panting)
114
00:06:14,458 --> 00:06:16,750
I bet that sausage
is wicked tasty.
115
00:06:16,834 --> 00:06:17,917
Hands off!
116
00:06:22,375 --> 00:06:25,583
(Nick Fury) So, Cap took out a dozen enemy
soldiers with his shield,
117
00:06:25,667 --> 00:06:29,166
and says, "Never insult
my mom's apple pie again!"
118
00:06:29,250 --> 00:06:30,667
(all laughing)
119
00:06:32,250 --> 00:06:33,583
Oh, good times.
And remember, Nick,
120
00:06:33,667 --> 00:06:35,875
you brought down that zeppelin
with a blowgun dart.
121
00:06:35,959 --> 00:06:38,333
"You're full of hot air!" he shouts!
122
00:06:38,417 --> 00:06:42,083
Ha-ha-ha! A
master of the hard-boiled jest.
123
00:06:42,166 --> 00:06:44,291
-Uh, I don't get it.
-Oh, gee, look at the time.
124
00:06:44,375 --> 00:06:46,417
-Oh, quite interesting.
-Ha-ha, levity.
125
00:06:46,500 --> 00:06:48,750
And then, there's the time
126
00:06:48,834 --> 00:06:52,542
I caught one of the managers
at HQ with an extra box of pens,
127
00:06:52,625 --> 00:06:56,834
and I had him fired
and arrested. (laughs)
128
00:06:56,917 --> 00:06:59,417
(laughingly)
Because he had the pens.
129
00:07:01,583 --> 00:07:03,834
(Iron Man) Hey, great story.
130
00:07:03,917 --> 00:07:07,375
So, Fury, you come to town every year
on Cap's birthday? Awesome!
131
00:07:07,458 --> 00:07:11,291
Yes. The two of us perform
a very secret ritual
132
00:07:11,375 --> 00:07:13,208
known as karaoke.
133
00:07:13,291 --> 00:07:14,583
Kariooq, the Corruptor?
134
00:07:14,667 --> 00:07:16,792
What hath yon obscure villain done now?
135
00:07:16,875 --> 00:07:20,834
No, Thor. Karaoke .
It's Japanese.
136
00:07:20,917 --> 00:07:23,208
Yes, the Japanese
are on our side now,
137
00:07:23,291 --> 00:07:24,583
and I bid them welcome.
138
00:07:24,667 --> 00:07:27,917
Karaoke is okie-dokie, I say.
139
00:07:28,000 --> 00:07:29,709
Hey, let's have
the whole group join us.
140
00:07:29,792 --> 00:07:31,875
Yeah, we can really make a night of it.
141
00:07:31,959 --> 00:07:35,792
Yay, I hath experience from organizing
the Asgard Talent Show.
142
00:07:35,875 --> 00:07:39,208
Mine brother Loki didst sing
"Desperado" every year.
143
00:07:39,291 --> 00:07:41,166
It make me cringeth so.
144
00:07:42,125 --> 00:07:43,375
Uh, Hulk sing.
145
00:07:43,417 --> 00:07:44,250
Lay it on us!
146
00:07:44,333 --> 00:07:46,709
(hums and coughs)
147
00:07:46,792 --> 00:07:48,834
-(vocalizes)
-(all) Oh!
148
00:07:48,917 --> 00:07:51,250
Check it out.
These readings show sonic properties
149
00:07:51,333 --> 00:07:52,834
that can shatter glass, crack steel,
150
00:07:52,917 --> 00:07:54,667
and disrupt magnetic fields.
151
00:07:54,750 --> 00:07:56,333
(continues vocalizing)
152
00:07:56,417 --> 00:07:58,750
(overlapping chatter)
153
00:07:58,834 --> 00:08:04,083
Aw, usually Hulk only sings
to his rubber ducky in shower.
154
00:08:04,166 --> 00:08:05,959
Oh, you've never showered!
155
00:08:06,041 --> 00:08:07,417
That's why we haven't heard it before.
156
00:08:09,792 --> 00:08:11,417
Hulk don't understand.
157
00:08:16,208 --> 00:08:20,583
(blow dryer humming)
158
00:08:25,166 --> 00:08:26,959
(Dr. Doom) Yes, yes.
159
00:08:27,041 --> 00:08:28,792
Awake! Arise!
160
00:08:28,875 --> 00:08:32,375
Live on, evil genius.
161
00:08:35,458 --> 00:08:38,875
(Red Skull)
Grosse Schnitzel, you are ugly.
162
00:08:38,959 --> 00:08:40,250
Has he looked in a mirror?
163
00:08:41,291 --> 00:08:44,208
Welcome to Villainville.
164
00:08:44,291 --> 00:08:48,875
Ja, ja. Is it 1947 already?
165
00:08:48,959 --> 00:08:51,125
Ah! Twenty-first century.
166
00:08:51,208 --> 00:08:53,000
Himmel! I overslept!
167
00:08:53,083 --> 00:08:55,375
Yes, yes.
Well, I have thawed you out
168
00:08:55,458 --> 00:08:58,500
to help me rule the world.
169
00:08:59,083 --> 00:09:01,417
Ja, ja. Ah!
170
00:09:01,500 --> 00:09:06,500
Failed plan, failed plan, failed plan,
171
00:09:06,583 --> 00:09:11,709
failed plan, failed plan, failed plan.
172
00:09:11,792 --> 00:09:13,125
Failed plan. Ach !
173
00:09:13,208 --> 00:09:15,625
The streak is over.
174
00:09:17,375 --> 00:09:20,208
(Red Skull) So, first of all,
the chain of command...
175
00:09:20,291 --> 00:09:22,458
I am in charge.
176
00:09:22,542 --> 00:09:24,834
Hey, I like a take-charge
kind of guy.
177
00:09:28,500 --> 00:09:30,750
That's my chair.
178
00:09:31,500 --> 00:09:35,500
So, back in the day,
I was really evil.
179
00:09:35,583 --> 00:09:37,333
I'll show you how it's done.
180
00:09:37,417 --> 00:09:39,583
That's my chair.
181
00:09:39,667 --> 00:09:41,417
-Ach!
-(groans)
182
00:09:41,500 --> 00:09:42,750
(alarm klaxon beeps)
183
00:09:44,917 --> 00:09:47,333
My spies have located a fractal.
184
00:09:47,417 --> 00:09:48,959
We must move quickly.
185
00:09:49,041 --> 00:09:51,709
What ist das fractal?
186
00:09:51,792 --> 00:09:54,917
One of the pieces
of the shattered Infinity Sword.
187
00:09:55,000 --> 00:09:57,417
We must collect it before
Captain America does.
188
00:09:58,333 --> 00:09:59,959
Captain America!
189
00:10:00,041 --> 00:10:02,333
There is a Captain America
in the future?
190
00:10:02,417 --> 00:10:04,083
-The same guy.
-Long story.
191
00:10:04,166 --> 00:10:05,917
Uh, I dunno.
192
00:10:06,000 --> 00:10:11,458
He destroyed my plans
for ruling the world!
193
00:10:11,959 --> 00:10:16,834
I must fulfill my destiny
and defeat him.
194
00:10:16,917 --> 00:10:19,834
I have not forgotten.
195
00:10:22,583 --> 00:10:27,542
Well, I started as the Pink Skull,
but I was not so scary.
196
00:10:30,375 --> 00:10:33,792
Then, I decided to go red,
and it made all the difference.
197
00:10:34,375 --> 00:10:37,709
It helped make me very evil.
198
00:10:37,792 --> 00:10:42,041
I was even about to rule the world!
199
00:10:44,208 --> 00:10:47,667
Then those goody-goodies
200
00:10:47,750 --> 00:10:50,166
Captain America and Nick Fury
201
00:10:50,250 --> 00:10:53,125
destroyed my greatest plan,
202
00:10:53,208 --> 00:10:57,166
Operation USB.
203
00:11:00,166 --> 00:11:04,208
Ha-ha! But now is my chance
for revenge.
204
00:11:04,291 --> 00:11:08,458
They don't know that I can
still enact Operation USB!
205
00:11:08,542 --> 00:11:12,375
I will defeat Captain America
and Nick Fury,
206
00:11:12,458 --> 00:11:17,333
and I will rule the world.
207
00:11:17,917 --> 00:11:19,959
Oy gevalt.
208
00:11:22,166 --> 00:11:24,125
(Nick) So, I made a reservation
for all of us
209
00:11:24,208 --> 00:11:27,208
at the new karaoke
and comedy club, the Rotten Tomato.
210
00:11:27,291 --> 00:11:28,834
Where's Ms. Marvel?
211
00:11:28,917 --> 00:11:30,875
Check this out.
I have her doing inventory
212
00:11:30,959 --> 00:11:32,875
of all the paper clips
on the Helicarrier.
213
00:11:34,792 --> 00:11:37,542
Weird thing is,
I think she actually likes it.
214
00:11:38,583 --> 00:11:39,709
Huh?
215
00:11:42,875 --> 00:11:44,875
(grunting)
216
00:11:45,417 --> 00:11:47,834
Hey, they're after a fractal.
We've got to stop them.
217
00:11:55,041 --> 00:11:56,166
Red Skull?
218
00:11:56,250 --> 00:11:58,458
I can't believe somebody found you
and thawed you out.
219
00:11:58,542 --> 00:12:02,792
And I can't believe
you're still wearing that ridiculous suit,
220
00:12:02,875 --> 00:12:07,000
with the little wings that go
flippity, flippity, flippity. (laughs)
221
00:12:07,083 --> 00:12:09,166
These colors don't change, Fritz.
222
00:12:09,250 --> 00:12:11,000
(Nick) Cap, don't let
the Skull distract you.
223
00:12:13,417 --> 00:12:15,917
(Captain America)
It can't be! Skullbots!
224
00:12:17,166 --> 00:12:18,875
I thought I'd seen the last of those.
225
00:12:18,959 --> 00:12:20,625
(Red Skull) Skullbots, attack!
226
00:12:24,333 --> 00:12:25,750
(Hulk grunts)
227
00:12:38,667 --> 00:12:39,792
Have at thee.
228
00:12:43,709 --> 00:12:45,250
(Thor) Mjolnir, to me.
229
00:12:45,333 --> 00:12:46,667
Huzzah!
230
00:12:46,750 --> 00:12:48,041
(Captain) Ha-ha-ha! Red,
231
00:12:48,125 --> 00:12:50,792
hup, white, hup, blue, hup.
232
00:12:50,875 --> 00:12:52,417
Hup, hup.
233
00:12:55,709 --> 00:12:59,291
Good Herr Doktor,
you and the other minions get the fractal.
234
00:13:03,750 --> 00:13:05,166
(laughs)
235
00:13:07,125 --> 00:13:08,375
Cosmic.
236
00:13:09,625 --> 00:13:11,625
We have the fractal. Let's go.
237
00:13:12,250 --> 00:13:13,959
(Red Skull) Auf Wiedersehen.
238
00:13:14,041 --> 00:13:15,834
We'll meet again.
239
00:13:15,917 --> 00:13:18,417
Don't know where, don't know when.
240
00:13:18,500 --> 00:13:19,625
Who's the crazy redhead?
241
00:13:19,709 --> 00:13:22,375
My arch-nemesis, the Red Skull.
242
00:13:23,542 --> 00:13:25,500
(Captain America) I remember him
like it was yesterday.
243
00:13:25,583 --> 00:13:28,834
The height of the war.
The Big One. WWII.
244
00:13:28,917 --> 00:13:31,125
(Nick Fury) The fate of mankind
hung in the balance.
245
00:13:31,208 --> 00:13:34,125
We had to stop
that Black Forest ham, the Red Skull,
246
00:13:34,208 --> 00:13:35,625
and his cohort of evil.
247
00:13:35,709 --> 00:13:37,500
(Captain America)
I needed men with diverse talents
248
00:13:37,583 --> 00:13:38,959
on that top-secret mission.
249
00:13:39,041 --> 00:13:44,083
A mission to stop the Red Skull
and his nefarious Plan USB.
250
00:13:44,166 --> 00:13:46,375
(Nick Fury) I was leading
the Howlin' Commandos...
251
00:13:46,458 --> 00:13:49,875
Dum-Dum Dugan, Gabe Jones, Izzy Cohen.
252
00:13:49,959 --> 00:13:51,458
Fine, fine men.
253
00:13:52,625 --> 00:13:55,750
We were able to defeat
the Skull's army of Skullbots,
254
00:13:56,542 --> 00:13:59,208
but we never did learn
what Plan USB was.
255
00:13:59,750 --> 00:14:01,792
(Captain America) No, the Skull
accidentally shot himself
256
00:14:01,875 --> 00:14:02,834
with his freeze ray first.
257
00:14:04,375 --> 00:14:05,667
He never could work that thing.
258
00:14:06,709 --> 00:14:07,959
So, there you have it.
259
00:14:08,041 --> 00:14:09,792
The Red Skull was on ice for good,
260
00:14:09,875 --> 00:14:11,667
right next to the world's
largest bratwurst.
261
00:14:11,750 --> 00:14:14,625
Only now he's thawed,
and working with Doom.
262
00:14:14,709 --> 00:14:17,750
It's dollars to donuts
Plan USB could be back, too.
263
00:14:17,834 --> 00:14:19,667
Oh, not while we're around.
264
00:14:19,750 --> 00:14:22,166
Hey, I know, we could be
the new Howlin' Commandos,
265
00:14:22,250 --> 00:14:24,750
and help you defeat
the Red Skull once and for all.
266
00:14:24,834 --> 00:14:26,542
This won't be an easy assignment.
267
00:14:26,625 --> 00:14:28,625
And now that the Red Skull
has that fractal,
268
00:14:28,709 --> 00:14:31,083
we've got no time to lose.
Let's roll.
269
00:14:33,333 --> 00:14:35,083
(Captain America)
Our new Howlin' Commandos.
270
00:14:35,166 --> 00:14:36,959
What do you think, Colonel Fury?
271
00:14:38,083 --> 00:14:41,291
I'd still like to cut the blond's hair,
but they'll have to do.
272
00:14:41,375 --> 00:14:44,917
Right. Howlers,
we have a rendezvous with destiny...
273
00:14:45,000 --> 00:14:46,333
and the Red Skull.
274
00:14:47,834 --> 00:14:51,166
(Red Skull)
Ah! With this Infinity fractal,
275
00:14:51,250 --> 00:14:53,291
I can finally enact
276
00:14:53,375 --> 00:14:58,583
my long-lost uber-scheme,
Plan USB.
277
00:15:00,875 --> 00:15:06,500
Ha, good old USB! Plan USB.
Finally, Plan USB.
278
00:15:06,583 --> 00:15:09,125
Uh, what's Plan USB?
279
00:15:09,208 --> 00:15:11,250
How should I know?
But he's the Red Skull,
280
00:15:11,333 --> 00:15:12,709
so it must be great, right?
281
00:15:12,792 --> 00:15:15,208
Plan USB. Wunderbar.
282
00:15:15,291 --> 00:15:17,709
What exactly is Plan USB?
283
00:15:17,792 --> 00:15:22,166
Ah, good Herr Doktor,
I am so glad you asked.
284
00:15:22,250 --> 00:15:24,875
Oh! A model. Oh, I simply love
a good model.
285
00:15:24,959 --> 00:15:26,625
Oh, look at the detail.
286
00:15:26,709 --> 00:15:29,709
So, back in the good old days,
287
00:15:29,792 --> 00:15:35,375
I buried a huge, enormous,
carefully crafted uber-robot...
288
00:15:35,458 --> 00:15:38,125
the Uberskullbot.
289
00:15:38,208 --> 00:15:39,375
Oh!
290
00:15:39,458 --> 00:15:42,709
Ooh, an action figure.
I love action figures.
291
00:15:42,792 --> 00:15:46,458
So, when did they stop being dolls?
292
00:15:46,542 --> 00:15:47,625
(mutters)
293
00:15:51,792 --> 00:15:53,542
Destructive loudness.
294
00:15:55,041 --> 00:15:57,750
The finest Bavarian
cuckoo clock makers
295
00:15:57,834 --> 00:16:01,834
hand-crafted this incredible
instrument of destruction.
296
00:16:01,917 --> 00:16:04,333
And it just so happens
297
00:16:04,375 --> 00:16:08,250
it's still buried
right under these headquarters.
298
00:16:08,333 --> 00:16:11,000
That is your super-secret plan?
299
00:16:11,625 --> 00:16:14,500
It's just a bigger version
of your last plan.
300
00:16:14,583 --> 00:16:18,166
Uh, Mr. Skull, how will you get
it out of the ground?
301
00:16:18,250 --> 00:16:20,834
The Mole Man will dig it up, and then,
302
00:16:20,917 --> 00:16:25,917
I will use it to destroy
those Howlin' Commandos.
303
00:16:26,000 --> 00:16:31,041
(both) USB. USB. USB.
304
00:16:31,125 --> 00:16:32,792
USB.
305
00:16:32,875 --> 00:16:37,417
(scoffs) Maybe I'll come up
with a plan of my own.
306
00:16:37,500 --> 00:16:40,959
How's about Plan UDB.
307
00:16:41,083 --> 00:16:42,792
Emphasis on the D.
308
00:16:48,792 --> 00:16:51,291
(coughs)
309
00:16:51,375 --> 00:16:53,000
I need to lay down.
310
00:16:55,583 --> 00:16:57,125
(Nick Fury) All right, we're going in
311
00:16:57,208 --> 00:16:59,750
and we're doing it old-school
Howlin' Commando-style.
312
00:16:59,834 --> 00:17:02,417
I don't have to tell you guys
how dangerous this will be.
313
00:17:02,500 --> 00:17:04,375
(Ms. Marvel) Excuse me. Pardon me.
314
00:17:04,458 --> 00:17:07,500
Mr. Fury, sir, here's the report
on the paper clip inventory,
315
00:17:07,583 --> 00:17:10,542
including all clasps,
staples and metal fasteners.
316
00:17:10,625 --> 00:17:11,542
With your permission,
317
00:17:11,625 --> 00:17:13,917
I'll inventory all the pens,
pencils and markers now.
318
00:17:14,000 --> 00:17:15,834
Yeah, sure. Knock yourself out.
319
00:17:15,917 --> 00:17:18,542
(laughs) Oh, yeah. Sorry, sir.
320
00:17:18,625 --> 00:17:20,458
Over the drop zone now.
321
00:17:20,542 --> 00:17:24,125
Let's go. Geronimo!
322
00:17:25,959 --> 00:17:28,250
Hulk not need parachute.
323
00:17:28,333 --> 00:17:29,750
(guffaws)
324
00:17:36,667 --> 00:17:38,750
-(sighs)
-(groans)
325
00:17:41,500 --> 00:17:42,834
Forsooth.
326
00:17:42,917 --> 00:17:45,083
Oh, ha-ha, look.
That is so cute.
327
00:17:45,166 --> 00:17:47,667
They're making a little plan.
328
00:17:47,750 --> 00:17:53,542
But it won't be as good as Plan USB.
329
00:17:54,667 --> 00:17:56,125
Man of the moles,
330
00:17:56,208 --> 00:18:00,667
unleash Plan USB.
331
00:18:00,750 --> 00:18:04,083
Yes, great (burps) leader.
332
00:18:04,166 --> 00:18:05,625
Hit the switch.
333
00:18:05,709 --> 00:18:07,583
No, not that switch.
334
00:18:07,667 --> 00:18:11,458
(music playing)
335
00:18:11,542 --> 00:18:14,208
(music continues)
336
00:18:14,291 --> 00:18:16,667
That's when you two
will come in with a pincer movement
337
00:18:16,750 --> 00:18:17,875
to catch them off-guard.
338
00:18:17,959 --> 00:18:19,709
Ah, yon old pincer movement.
339
00:18:19,792 --> 00:18:22,542
Truly thou art lord of the spies.
340
00:18:23,750 --> 00:18:25,834
(grunts and groans)
341
00:18:26,875 --> 00:18:28,166
(Thor) Odin's spork!
342
00:18:28,250 --> 00:18:29,417
(Iron Man) What the heck?
343
00:18:33,583 --> 00:18:35,458
Whoa! Get hopping, Howlers.
344
00:18:39,583 --> 00:18:41,208
(electronic bleeps)
345
00:18:47,667 --> 00:18:52,333
My Uberskullbot.
This is fantastiche.
346
00:18:53,583 --> 00:18:54,750
(grunts)
347
00:18:59,041 --> 00:19:03,500
Of course. Plan USB.
Uber-skull-bot.
348
00:19:03,583 --> 00:19:05,750
Great! So, now we know what it is.
349
00:19:05,834 --> 00:19:07,125
We still have to destroy it.
350
00:19:08,542 --> 00:19:11,125
I can have a super-secret
not-so-secret plan, too.
351
00:19:11,208 --> 00:19:12,458
It's my specialty.
352
00:19:12,542 --> 00:19:16,917
Oh, the good Herr Doktor
has his own robot?
353
00:19:17,000 --> 00:19:19,041
How copy-the-cat of you.
354
00:19:19,125 --> 00:19:20,458
(grunts)
355
00:19:25,625 --> 00:19:26,625
(electronic bleeps)
356
00:19:39,125 --> 00:19:40,291
What now, Colonel Fury?
357
00:19:40,375 --> 00:19:42,959
I guess we just sit back
and enjoy the show.
358
00:19:43,959 --> 00:19:46,959
This is so dumb-dumb
stupid, good Herr Doktor.
359
00:19:47,041 --> 00:19:49,709
We should be attacking them.
360
00:20:15,667 --> 00:20:16,750
Argh!
361
00:20:20,375 --> 00:20:21,542
(Iron Man) This is pointless.
362
00:20:21,625 --> 00:20:22,875
We've got to try something else.
363
00:20:22,959 --> 00:20:24,375
Sing, Hulk, sing.
364
00:20:24,458 --> 00:20:26,458
Uh, Hulk not understand.
365
00:20:27,208 --> 00:20:28,792
Just do it, it's our last chance.
366
00:20:28,875 --> 00:20:29,792
(clears throat)
367
00:20:29,875 --> 00:20:34,667
(vocalizes)
368
00:20:34,750 --> 00:20:38,667
That infernal noise
is destroying our robots.
369
00:20:38,750 --> 00:20:42,667
(vocalizing continues)
370
00:20:45,583 --> 00:20:46,750
Now's our chance, Cap.
371
00:20:59,083 --> 00:21:00,709
And rest.
372
00:21:03,542 --> 00:21:05,333
Ooh, Hulk smash?
373
00:21:05,917 --> 00:21:08,875
Let's get going
while the going is good.
374
00:21:08,959 --> 00:21:11,041
But... but Plan USB?
375
00:21:11,125 --> 00:21:13,000
Ugh! It failed?
376
00:21:13,083 --> 00:21:19,834
After all these years,
my great Plan USB failed?
377
00:21:19,917 --> 00:21:20,875
Ugh!
378
00:21:21,792 --> 00:21:23,208
I'll take care of the fractal.
379
00:21:23,291 --> 00:21:24,417
Give it up, Skull.
380
00:21:26,375 --> 00:21:31,542
Ja... it would appear
you have me surrounded.
381
00:21:31,625 --> 00:21:37,166
But then, I'm the one
with the freeze ray, ja.
382
00:21:37,583 --> 00:21:41,375
Finally, my revenge.
383
00:21:42,333 --> 00:21:43,291
Ach!
384
00:21:46,667 --> 00:21:47,625
(groans)
385
00:21:50,291 --> 00:21:51,583
Can you believe it?
386
00:21:51,667 --> 00:21:53,500
The Red Skull
froze himself again.
387
00:21:55,000 --> 00:21:56,333
(Thor) ♪ I want the Valkyrie ♪
388
00:21:56,417 --> 00:21:57,875
♪ Talking about Valkyrie ♪
389
00:21:57,959 --> 00:21:59,500
♪ Give me some Valkyrie ♪
390
00:21:59,583 --> 00:22:01,041
♪ Gosh, what a gal ♪
391
00:22:01,125 --> 00:22:02,875
Renting a karaoke machine
for your birthday
392
00:22:02,959 --> 00:22:04,083
was a great idea, Cap.
393
00:22:04,166 --> 00:22:06,625
Ah, defeating
the Red Skull's Plan USB
394
00:22:06,709 --> 00:22:09,917
is the best birthday gift
a star-spangled hero could ever have.
395
00:22:10,000 --> 00:22:13,083
Thanks to our new Howlin' Commandos,
we've triumphed again.
396
00:22:13,667 --> 00:22:16,041
Where exactly
did you put Red Skull?
397
00:22:16,125 --> 00:22:18,291
He took a career
in the food-service industry.
398
00:22:20,542 --> 00:22:22,625
(whimpers)
399
00:22:22,709 --> 00:22:23,667
Hup, hey-oh.
400
00:22:23,750 --> 00:22:24,834
♪ I want the Valkyrie ♪
401
00:22:24,917 --> 00:22:26,500
-♪ Talking about Valkyrie ♪
-(groans)
402
00:22:26,583 --> 00:22:27,834
♪ Give me some Val... ♪
403
00:22:29,625 --> 00:22:31,375
(Thor yelps)
Oh! Golly, that hurts.
404
00:22:34,208 --> 00:22:37,750
(theme music playing)