While vacationing with his mom in Turkey, Max is accused of stealing a baseball cap and gets the cosmic cap taken away from him and is imprisoned. Norman attempts to free Max from the prison, but they encounter and must do battle against a giant Cyclops. Meanwhile, Virgil and Max's mom search desperately for the missing cap.

Max, Virgil, and Norman travel to Scotland, where there are reported sightings of werewolves. While there, Norman and Virgil are imprisoned and Max meets a man and discovers that he is a werewolf. They do some investigating and learns that a scientist is stealing the blood of natural werewolves to perfect the means of turning herself into an ultimate powerful werewolf. Max outsmarts and defeats her. The man and his pact of werewolves head off into the forest to live in peace.

Against Virgil's warning, Max uses the cap to travel to the astral plane where he encounters a large deformed eagle and its master, an evil giant skull named Talon that devours souls. Talon steals the cap and uses it to escape into Max's dimension, leaving the Mighty One trapped there. Talon ever hungry, views the human population as an all you can eat buffet as he begins feeding off their souls. Max struggles to find a way out of the astral plane so that he can stop Talon's feeding frenzy.