Three young men from different areas of the country (Texas, the Ozarks and Brooklyn) all named Billy Batson were reading Captain Marvel’s comic book adventures and happened to wonder if saying "Shazam" would work for them as well.

[3] Based on the parallel Earth known as Earth-S, the Squadron's members are the following superheroes:[3] The team is gathered together by the god Mercury to save the elder gods, goddesses and the wizard Shazam from an assault by King Kull of the Beastmen who has paralyzed them using a ray that slowed down their impulses after getting to the Rock of Eternity in a ship that travels faster than light.

[4] King Kull plans to completely destroy mankind on all three Earths so that his subjugated Beast-Men could once again rule over all, as humanity had rebelled and killed most of then.

Superman, Wonder Woman, Spy Smasher and Green Arrow headed to Earth-Two to battle King Kull's agents there: Queen Clea of Earth-Two, Penguin of Earth-One, Blockbuster of Earth-One, and Ibac of Earth-S. Queen Clea was planning to take over the entire continent of Atlantis (on Earth-Two, Atlantis had recently risen from the depths and was inhabited by two nations ruled by women; the inhabitants also learned to survive without mutating into water-breathers, like the inhabitants of Aquaman’s city on Earth-One did).

Bulletgirl and the Hawks review photographs from a news service of more super-villains causing trouble on the dark side of the world.

The flying heroes switch partners to hopefully confuse the villains, with Bulletman and Hawkman heading after the Shade, and Bulletgirl and Hawkgirl tackling Doctor Light.

Bulletgirl retrieves the weapon (apparently with her already petrified arm) and Hawkgirl shoots the gun at the satellite in the sky above them, but again nothing happens.

Green Lantern of Earth-One passes through the side of Brainiac's ship and is subjected to the "Barium Effect", which transforms him into a living skeleton.

Ibis changes Green Lantern back to normal, and the two heroes destroyed Brainiac's machines, causing the black aura around Mister Atom to disappear.

It is revealed the falling people are really being caused by the rotation of the Earth being increased by the speedsters as they try to repair the city as fast as Mister Atom can destroy it.

The two Green Lanterns attempt to stop the device that is making gravity act strangely, while Ibis returns to the city of Tomorrow.

The Thunderbolt then takes all four heroes to the Rock of Eternity, where Captain Marvel knocks out the King of the Beast-Men, Junior destroys the Red Kryptonite, and Mary frees the Elders.

The magic lightning breaks the spell of the Red Kryptonite, returning Superman to normal who saves Billy before he is injured from falling.

King Kull is imprisoned with magic chains that supposedly even Hercules cannot break, and the heroes returned to their own worlds.