The Super Hero Squad Show (Season 3; Version 2)

When Apocalypse from ancient egypt, seeks the Infinity Pool, he decides to go through it by becoming more powerful. But it's up to the Super Hero Squad, with a new member, Spider-Man in an attempt to stop Apocalypse, with the help of a new Super Hero Squad.

Intro:

Opening Quote: "With The Power Of the Infinity Pool, I Apocalypse will rule this Universe under my control!"

Iron Man: "Ok Squaddies, Time To HERO UP!"

Theme Song

Closing Quote: "Curse you Heroes!"

The Super Hero Squad

 * Falcon (voiced by Alimi Ballard)
 * Redwing (voiced by Steve Blum)
 * Hulk (voiced by Travis Willingham)
 * Iron Man (voiced by Tom Kenny) - Leader
 * Reptil (voiced by Anthony Del Rio)
 * Silver Surfer (voiced by Mikey Kelly) - Returns to the team after season two
 * Spider-Man (voiced by﻿ Quinton Flynn)
 * Thor (voiced by Dave Boat)
 * Wolverine (voiced by Steve Blum)
 * H.E.R.B.I.E. (voiced by Tara Strong)

Super Hero Squad of North:

 * Captain America (voiced by Tom Kenny) - leader
 * Colossus (voiced by Tim Russ)
 * Daredevil (voiced by Brian Bloom)
 * Deadpool (voiced by John Kassir)
 * Elektra (voiced by Gabrelle Carteris)
 * Wonder Man (voiced by Dave B. Mtichell)
 * Moon Knight (voiced by Robin Atkin Downes)
 * Magik (voiced by Tara Strong)
 * Namor (voiced by Joe J. Thomas)
 * Scarlet Witch (voiced by Tara Strong)
 * Shadowcat (voiced by Kim Mai Guest)
 * Lockheed (voiced by Dee Bradley Baker)
 * Thing (voiced by Dave Boat)
 * Vision (voiced by Peter Jessop)

Allies:

 * Cable (voiced by Brian Bloom)
 * Ms. Marvel (voiced by Grey DeLisle)
 * Namorita (voiced by Jodi Benson)
 * Iceman (voiced by Shawn Ashmore)
 * Firestar (voiced by Andrea Baker)
 * Hawkeye (voiced by Adrian Pasdar)
 * Mockingbird (voiced by Grey DeLisle)
 * War Machine (voiced by LeVar Burton)
 * Mayor of Super Hero City (voiced by Stan Lee)
 * Quicksilver (voiced by Scott Menville)
 * Spider Woman (voiced by Tasia Valenza)
 * Invisible Woman (voiced by Tara Strong) (become Namor's wife in the form of a mermaid)
 * She Hulk (voiced by Katee Sackhoff) (Replacing the Invisble Woman in the Fantastic 4)
 * Human Torch (voiced by Travis Willingham)
 * Storm (voiced by Cree Summer)
 * Black Panther (voiced by Taye Diggs)
 * Mr. Fantastic (voiced by James Marsters)
 * Cyclops (voiced by Carlos Alazraqui)
 * Tigra (voiced by Tara Strong)
 * Songbird (voiced by Julie Morrison)
 * Nova (voiced by Jason Marsden)
 * Odin (voiced by Jess Hernell)
 * Nick Fury (voiced by Kevin Michael Richardson)
 * Black Cat (voiced by Tricia Helfer)
 * Emma Frost (voiced by Tricia Helfer)
 * Professer Xavier (voiced by Richard McGonagle)
 * Magneto (voiced by Maurice LaMarche)

Villains

 * Apocalypse (voiced by Richard McGonagle) - the main antagonist
 * Dr. Doom (voiced by Charlie Adler)
 * MODOK (voiced by Tom Kenny)
 * Abombination (voiced by Steve Blum) (member of the Masters of Evil)
 * Loki (voiced by Ted Biaselli)
 * Enchantress (voiced by Grey DeLisle) (member of the Masters of Evil)
 * Executioner (voiced by Travis Willingham) (member of the Masters of Evil)
 * Baron Zemo (voiced by John DiMaggio) (member of the Masters of Evil, later becomes leader after Sinister's Betrayal)
 * Leader (voiced by Dwight Schultz)
 * Chemistro (voiced by Gary Anthony Williams) (member of the Masters of Evil)
 * Venom (voiced by Quinton Flynn) (member of the Masters of Evil)
 * Sabretooth (voiced by Charlie Adler) (member of the Masters of Evil)
 * Mr. Sinister (voiced by Clancy Brown) (Leader of the Masters of Evil)
 * Taskmaster (voiced by Wade Williams)
 * Iron Monger (voiced by Earl Boen)
 * Red Skull (voiced by Mark Hamill)
 * Omega Red (voiced by Mark Hamill) (member of the Masters of Evil)
 * Attuma (voiced by Gregg Berger) (member of the Masters of Evil)
 * Tiger Shark (voiced by Beau Weaver) (member of the Masters of Evil)
 * Ringmaster (voiced by Carlos Alazraqui)
 * Juggernaut (voiced by John DiMaggio)
 * Grim Reaper (voiced by John DiMaggio)
 * Grey Gargoyle (voiced by J.B. Blanc)
 * Bullseye (voiced by Brian Bloom)
 * Galactus (voiced by Gregg Berger)