When the Museum of Natural History is closed for upgrades and renovations, the museum pieces are moved into federal storage at the famous Washington Museums. After stealing a security guard's ID badge, Larry (Ben Stiller) slips into the Archives of the Smithsonian, where Kahmunrah, an evil Pharaoh will come to life with the reestablishing of a tablet as a magical force in the museum bringing the old exhibits (Such as Theodore Roosevelt and Dexter) and new exhibits (like General Custer and Al Capone) back to life, and in conflict with each other. Larry enlists the help of Amelia Earheart, who he develops a romantic interest in, and together they try to put everything back in order.