School’s out for summer, but not for six unlucky students who don’t know much about history — they have to re-take the class in summer school. First year teacher Heather Fairchild has arranged for them to help her two aunts set up a new wax museum as a class project. Though the students’ eyes glaze over with boredom, there’s a twinkle in the wax figures’ eyes when a mysterious incantation from the back of Cleopatra’s bracelet brings them to life! King Henry VIII finds himself smitten with Cleopatra, making his queen, Anne Boleyn, furious. If she can just not lose her head, John Adams is there to serve as her divorce attorney! When Butch Cassidy, the Sundance Kid, Blackbeard and a bevy of lady pirates show up, everybody’s out for one thing — treasure!