Members of the All-Star Squadron are asked to watch a newsreel. The newsreel depicts the continued German "blitz" of London, with one horrifying difference. Hitler has unveiled his vergeltungswaffe (retaliation weapon) on Great Britain...Captain Marvel. The All-Star Squadron looks on in horror as Captain Marvel destroys the Royal Air Force, allowing the German Luftwaffe to bomb London at will. Great Britain's Prime Minister, Winston Churchill, sends the Shining Knight out to engage Captain Marvel. After a pitched battle, Captain Marvel defeats the Shining Knight. The All-Star Squadron, particularly Superman, have seen enough.
Plastic Man intercepts the All-Star Squadron, to personally escort them to the President Of The Unites States of America, Franklin Delano Roosevelt. Superman stops at a news stand, to peruse the latest copy of the Captain Marvel comic. Enraged even further, Superman incinerates the comic book, and takes off for London. Freddy Freeman, and Mary Batson, try, but fail, to reach the All-Star Squadron, before they depart for the White House. In the Reichschancellery building, Adolf Hitler awaits Captain Marvel, who he has dubbed "Hauptmann Wundar". Captain Marvel arrives, and salutes Hitler. Captain Marvel is tasked with intercepting Superman, and killing him. Captain Marvel hesitates at the notion of killing Superman, but Hitler brow beats him into following orders.
Hitler meets with an engineer, Hans Gootsden. Hitler declares that the American "UberMensch" can never triumph, as long as Hitler wields the Spear Of Destiny. Gootsden assures Hitler that as long as Billy Batson is their prisoner, Captain Marvel will continue to serve their interests. The All-Star Squadron meets with William Stephenson, better known by his codename, "Intrepid". The All-Star Squadron are dispatched to London. Superman meets with the Shining Knight. Captain Marvel attacks London, to draw Superman out. An epic battle ensues, one that, ultimately, Captain Marvel wins. With Superman stunned, the Green Lantern attacks Captain Marvel.
The Hawkman, and Wonder Woman, back the Green Lantern up. Captain Marvel flees. The Batman realizes that Captain Marvel is luring the All-Star Squadron into German-occupied territory, where they will fall under the spell of the Spear of Destiny. The Batman screams out to the Hawkman, to stop the Green Lantern's pursuit of Captain Marvel. The All-Star Squadron re-assemble in London. Batson, and Freeman, confront the All-Star Squadron. Speaking their magic words, Batson, and Freeman, are transformed into Mary Marvel, and Captain Marvel, Junior. Believing them to be in league with Captain Marvel, the All-Star Squadron prepares to attack.