The film follows the adventures of Billy Owens and his friends Mandy and Devon as they attempt to save the town of Spirit River from the curse of the Norse god Loki.

Billy, joined by his friends Mandy, Devon, and Danny, continue their adventure from the previous movie.

When the carnival comes to town, it's revealed that Professor Mould has used the children to trap the soul of Mr. Thurgood in a magical amulet.

Billy and his friends set out on a journey through dark caves and enchanted forests as they attempt to solve the riddle of the ancient runes and find the scepter while being pursued by Professor Mould and his sidekick, Kurt Nemees.

The movie was released via DVD on May 11, 2010[2] by MTI Home Video and Artistview Entertainment.