Nick Fury, Director of S.H.I.E.L.D. has summoned Spyro, Sparx, The Nicktoons, Boy Sora, Donald, Goofy and a selective group of Lougers to help Spiderman and the Avengers cause there is trouble brewing in New York City reguardiang the Syndicate of Darkness. Mary Jane Watson has been kidnapped and many students at Peter's high school are disappearing plus for some strange reason, Venom, Carnage, Deadpool, The Leroy army, a horde of Heartless and Queen Chrysalis' changelings are presuing the Hulk through the streets of Manhattan. Spyro's Group, Spidey, Iron Man, Thor and Captain America set out to look into this while Nick equips the Nicktoons, Boy Sora, Goofy and Donald their very own versions of Tony Stark's Iron Man Suit. Oh, like that would turn out well, give a bunch of wacky cartoon characters dangerious iron man suits, that'll work out nicely. But with a little training on how to control the suits, our heroes should have no problem discovering the Syndicate's sudden intrest in M.J., The Hulk and Peter's classmates.