Things take an unexpected turn when Max and the Midknights attempt to break into the castle to save Uncle Budrick. Meanwhile, Uncle Budrick entertains King Gastley like his life depends on it.

Unsatisfied with the troubadour lifestyle, Max dreams of becoming a knight. After escaping from a thief, Max and Uncle Budrick go to Byjovia, Budrick's hometown, but when they arrive, it is not as Uncle Budrick remembers it.

When Uncle Budrick is held captive as King Gastley's jester, it's up to Max to rescue him from the castle's dungeon, with a little help from her newest pals, Simon, Millie, Kevyn, and world-renowned wizard, Mumblin.

Chaos ensues as Max & the Midknights try to break Uncle Budrick out of the castle before he is beheaded. With Mumblin's help, they narrowly escape King Gastley's clutches and later learn from Kevyn that King Conrad is alive!

As King Gastley searches the kingdom for Max and the others, Max & the Midknights learn about a prophecy and devise a plan to escape from Byjovia to find the missing King Conrad.

Knowing there's a prophecy written about her, Max feels confident that the Midknights' quest will be a success; her confidence is dashed when Uncle Budrick is captured by a hungry chef and the Midknights face off with a pair of ferocious trolls.

After their run-in with the trolls, Max decides to play it safe and lead the Midknights down a seemingly serene garden trail; unfortunately, Max's choice causes the quest to take a turn when the gang encounters an unexpected obstacle.

Max and the Midknights unwittingly make camp in a graveyard and are surprised when zombies emerge from the ground and attack; they retreat to a cave, where they find a once-noble knight of Byjovia whose courage was magically stolen.

Max and the Midknights go to Fendra's cottage to retrieve Sir Gadabout's stolen courage; Millie makes a discovery, but their search for Sir Gababout's courage is interrupted when Fendra returns home.

After battling Fendra, Max is determined to get far away from the evil sorceress, even if it means leading the tired Midknights through a snowy mountain; unfortunately, this new journey has dire consequences for Max and her friends.