Marnie leaves school in the middle of the day to try to get in touch with Michael Scot, while Toledo tries to convince Marnie's father that she needs to be brought in for therapy, as he plans to manipulate her into giving him the Book of Forbidden Knowledge while masquerading as the school psychologist.

The shoebox animals plead with Marnie to continue the quest, but she insists on trying to catch up on her schoolwork after largely neglecting it. Despite her efforts, she gets falsely accused of cheating during a test, leading to further drama with the school principal.

Marnie and Wolfgang confront Michael regarding the events that lead to the creation of the Shoebox Zoo. Meanwhile, the other animals decide that they must find the book on their own, without Marnie's help, and so they head to the University Library in an attempt to solve the next clue.

Toledo hypnotizes Edwin and orders him to open the Book of Forbidden Knowledge. The dark energy released from inside the book awakens the shapeshifter’s devious creations, which are shadowy dopplegangers of the Shoebox Zoo made to destroy them.

Marnie makes one last attempt to stop Toledo from taking the book, and comes out victorious after realizing that the book was a fake created to seal the evil shapeshifter’s magic all along. She then learns that the location of the real book is somewhere back home in Denver, and that she must return there in order to continue the Quest.