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Larry Daley’s unstable work history causes his ex-wife to believe that he is a bad example to their ten-year-old son Nick, and Larry fears that Nick respects his future stepfather more. Cecil Fredricks, an elderly security guard about to retire from the American Museum of Natural History, hires Larry despite his unpromising résumé. The museum, which is rapidly losing money, plans to replace Cecil and his two colleagues Gus and Reginald with one guard. Cecil gives Larry an instruction booklet on how to handle museum security, advises Larry to leave some of the lights on, and warns him not to let anything “in…or out”.
Once night falls, Larry discovers that the exhibits come to life, including a playful Tyrannosaurus skeleton nicknamed “Rexy” who behaves like a dog; a mischievous capuchin monkey named Dexter; rival miniature civilizations led by Old West cowboy Jedediah and Roman general Octavius; abusive, limb-ripping Attila the Hun; an Easter Island Moai obsessed with chewing gum; and a wax model of Theodore Roosevelt. Roosevelt explains that since an Egyptian artifact — the Golden Tablet of Pharaoh Ahkmenrah — came to the museum in 1952, all of the exhibits come to life each night. If the exhibits are outside the museum during sunrise, they turn to dust. Roosevelt helps Larry by restoring order, but only for one night.
Larry quits the next morning, not wanting a life-threatening job. However, when Nick comes to see him at work and expresses interest in his job, Larry remains as a night guard. When Larry tells Cecil that Dexter tore up his instructions, Cecil advises him to study history. He also learns more from museum docent Rebecca Hutman, who is writing a dissertation on Sacagawea, but does not feel she knows enough about her subject.
The next night, Larry uses what he has learned to better control the exhibits, but four Neanderthals set fire to a display. One of the Neanderthals turns into dust after escaping. The next morning, museum director Dr. McPhee almost fires Larry after what had happened to the Neanderthal exhibit until Larry begs him to reconsider. Larry offers Rebecca a meeting with Sacagawea, but she believes that he is mocking her and the museum.
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