Martin is reunited with his first crush, Vivian Michelle, who embarrassed him during the grade school times. Martin tries to avoid her, but when he finds out that Vivian has changed, he changes his mind about her. Diana suspects that Vivian is different due to her strange skin. Vivian is actually Venoso, a mutated chameleon who was the first monster Martin ever caught, out for revenge.
Martin goes on a school trip to a museum where there is an exhibition of pirates, and he decides to see where are the things of an old pirate that was told to have supernatural powers. Taking a medallion with him, Martin, or maybe \"Captain Blood\" now, is out to find the treasure that can raise the spirits of his crew.
Kaitlin has fallen victim to her shadow, and as usual, it's up to Martin and Billy to save the day. They've found out that since the people who were safe slept in the light, that's the thing the shadow creatures are afraid of. With the help of the Legendex, they realize that the shadow creatures' leader, Barock the Faceless, wants to take over Earth, but needs all the humans in his realm before he can crossover—and when he does, the gateway will forever close. When Billy's gone too and Martin is the last being on Earth, the showdown begins.
Martin, Diana, and Billy are confused when one day they wake up to find themselves the only ones on campus...and the world. They soon meet Kaitlin, another confused person who turns out to be almost like Martin's clone. They find Billy after Diana disappears into a black hole, and find out that people's own shadows are attacking them and dragging them into a strange shadow world.