It's 1987. It's been 2 years since Max Mayfield went into a coma-- except he hasn't been in a coma, he's been in a trance. Stuck in Henry Creel's memory of the Creel house. He has been living in a cave that he found in the memory, a cave that Henry is too scared to step foot in. One day, he spots Henry Creel leading Holly Wheeler into the Creel house. Henry has been disguised as Mr. Whatsit, lying to children and telling them that he's a good guy and will protect them. Now it is up to Max to convince Holly that Mr. Whatsit isn't who he says he is, and escape Henry's mind while doing so.