While Max is trying to help his ghost-friends Nicky and Tara find their parents, he accidentally angers an evil ghost named Mr. Morgo, who vows revenge.
When Max makes a deal with the two ghosts inhabiting his bedroom in order to find out how these friends became spirits, he must switch brains with the only witness to the event, a chimpanzee.
Phears, an evil ghost, wants eleven-year-old Max to help him capture the ghosts of two children whose parents once trapped him, and he sends a Berserker Ghoul to possess Max and convince him to obey.
When his brother, Colin, takes the pendant in which the ghostly Nicky and Tara's parents may be trapped, Max must follow him to Camp Snake Lake and try to retrieve the pendant before evil ghosts find it.
Just as eleven-year-old Max is celebrating a chance to move away from the ghosts who have been ruining his life, two ghouls invade his house and only Nicky and Tara, the ghosts, can scare them away.
