Larry Daley must say good-bye to his famous friends from history who magically came to life during closing hours at New York's Natural History Museum. They are being replaced by virtual hologram exhibits, and the originals have been packed up and shipped off to the Smithsonian in Washington, D.C. Then, Larry learns that the ancient Egyptian tablet of Ahkmenrah was also shipped by mistake, which allows the new acquisitions to come back to life! Among them are an evil ancient pharaoh, Ivan the Terrible of Czarist Russia, the American gangster Al Capone, France's Emperor Napoleon, and the famous woman pilot Amelia Earhart. It's Larry's job to stop a nefarious plot by evil-doers in that group. Fortunately, Larry gets vital help from Amelia Earhart.