Larry Daley (Ben Stiller) now works at Daley Devices, a company that manufactures his inventions. He finds that the American Museum of Natural History is closed for upgrades and renovations, and the museum pieces are moving to the Federal Archives at the Smithsonian Institution in Washington DC. On the last night, Larry meets the museum pieces such as Teddy Roosevelt (Robin Williams), Rexy the Tyrannosaurus Skeleton, and Dexter the Monkey and finds out that several exhibits, including Teddy, Rexy, the Easter Island Head, and Ahkmenrah (Rami Malek) are not moving to The Smithsonian Institution - the other exhibits will no longer be animated. The next night, Larry gets a call from Jedediah (Owen Wilson), saying that Dexter stole the tablet, and that Kahmunrah (Hank Azaria), Ahkmenrah's older brother, is attacking them. Larry takes a plane to Washington and visits the National Air and Space Museum, the National Gallery of Art and the Smithsonian Castle to find the Federal Archives with the help of his son Nick (Jake Cherry).
Larry sneaks into the archives and locates the exhibits, frozen in the middle of a battle with Kahmunrah and his troops, who are trying to lock the exhibits in a crate. Larry got hold of the Tablet of Arkmenrah, just when the sun sets and all the exhibits come alive again. Kahmunrah and his troops lock the crate and take the Tablet from Larry, and he tells Larry that bringing the exhibits to life is just only one of the tablet's powers - he intends to use it to raise an army from the underworld and conquer the world. Larry escapes with the help of General George Armstrong Custer (Bill Hader), who gets captured, and meets Amelia Earhart (Amy Adams), who is thrilled at the prospect of adventure and accompanies Larry. Meanwhile, Kahmunrah is able to recruit Al Capone (Jon Bernthal), Ivan The Terrible (Christopher Guest) and Napoleon Bonaparte (Alain Chabat) to help him capture Larry in return for sharing the world with him when he conquers it. Custer is locked up with the other exhibits from the American Museum of Natural History, and while he conceives a poor plan of attack, Jedidiah and Octavius (Steve Coogan) sneak out to help Larry.
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