Three years after the events pf the first film, Atem and all of his friends reunited withLarry Daley who is now a successful purveyor of infomercial products. Soon after learning that his museum friends have been shipped to the Smithsonian Institution, Atem, his friends and Larry receives a distress call from Jedediah, who warns him that four of history's greatest villains have come to life and are planning to take over the Smithsonian first, then the world. Our heroes joins forces with friends old and new to stop the quartet's nefarious plans.