Max wakes up in his bed in New York City and Carter is waiting beside his bed for him to go to the zoo on a school tour. Carter gets his imaginary car and drives Max to the zoo. Max buckles his imaginary friend in with his imaginary seatbelt.

They get out of the car and they ride to the zoo on an imaginary tiger. When they arrive at the zoo Carter says he is going to get something to eat but he never comes back.

When Max goes to look for Carter he finds that he has been turned into a piece of bread. The school sends a search party for Max. Next, a thunderstorm hit. Since there was a thunderstorm everyone in the zoo had to leave and Max was on his own.