The film opens with a panoramic view of New York City, Central Park, and then the Museum of Natural History as the opening credits roll. As the opening credits roll, we see gloved hands carefully putting away various exhibit pieces, highlighting characters from the first film (the miniatures, Attila the Hun (Patrick Gallagher), Sacagawea (Mizuo Peck), the cavemen, etc.)
Cut to a house at nightime, a child’s voice calls out frantically for their father, who runs out but the lights are out, and he tries in vain to find a flashlight in the kitchen. The sequence is narrated by Larry Daley (Ben Stiller), and it turns out to be an infomercial, advertising a glow-in-the-dark flashlight. The lights come on and Larry walks over to George Foreman (the ex-boxer turned infomercial salesman) who is interviewing Larry on his success as an inventor and entrepreneur. It seems that Larry has left his night guard job at the museum to pursue his dream (becoming a CEO of his own company) and has succeeded.
At Larry’s office, he is swarmed with work and meetings and doesn’t seem too happy in spite of his success. His co-worker/assistant Ed comes to him about meeting with the Wal-Mart people about licensing their products, which appears to be a big deal, but Larry just treats it as another thing to get through at work. He gives off some orders, brushes off a meeting or two, and then makes his way to his car and driver and heads for the Museum of Natural History.
As Larry arrives, the museum appears very empty and he finds that many of the exhibits are being packed away in boxes and crates. Dr. McPhee comes out to meet Larry and reveals that the current museum pieces are being replaced by interactive holograms, meaning that the old exhibits will be sent to “deep storage” at the federal archives at the Smithsonian in Washington. Dr. McPhee appears disappointed in Larry for abandoning the museum. The sun is setting and Dr. McPhee leaves, leaving Larry to say good bye to the exhibits as they all come back to life and break out of their crates and boxes. The exhibits say good bye to Larry, and Jedediah (Owen Wilson) admonishes Larry for leaving them to pursue his business venture. Without Larry around to defend them, and prevent the new changes, they didn’t have a chance, and now they will be shipped off to storage. Larry says that he could try using his new business connection to stop the changes, but it’s too late. Larry tries to put a positive spin on the move, considering it is the Smithsonian they are going to (the “big leagues” as he calls it) but the others don’t see it that way, especially not Jedediah. Theodore Roosevelt (Robin Williams) rallies all the exhibits together to have one last tour of their home before shipping off. As Dawn approaches, the exhibits get back into their boxes but it appears that not all of them are going. It turns out that Roosevelt, the T-rex, and a few others are staying. Larry is saddened that the ones staying will no longer come back to life, but Roosevelt reveals that the tablet of Akmunrah will not be going, which means that the exhibits that are leaving will no longer come back to life ever again. This makes the move even worse for Roosevelt because his girlfriend, Sacagawea will be leaving as well.
Note: the tablet of Akmunrah, is a golden slab that is responsible for bringing the exhibits to life each night at sundown.
The sun is coming up and Roosevelt attempts to offer Larry once last piece of advice, regarding the key to happiness, but Larry gets an incoming business call and before Roosevelt can tell him, the sun comes up, turning him back into an inanimate statue. Larry leaves the museum and sees that the exhibits have been packed into a shipping container, loaded on a truck, and headed for Washington.
Later that day, Larry goes home to Nicky and gives him the bad news. Larry and Nicky prepare for dinner, and Nicky notes that Larry is working too much, to which Larry replies that he use to work late all the time, but Nicky says that he use to have fun at his old job (as a night guard at the museum). The phone rings and its Jedediah, calling from the shipping container, screaming over the phone that the monkey had stolen the tablet and “Kahmunrah” has been awoken, and he is definitely not friendly.
Larry decides to set off to Washington to help his friends, and drops off Nicky at his ex-wife’s place, where Nicky accesses information about the archives to guide his dad to where the exhibits are stored. He tells Larry that the archives are underneath the Smithsonian, which is not just one museum, but in fact, nineteen individual museums along the National Mall, ranging from the Capital to the Lincoln memorial, constituting the largest museum in the world.
The next day, Larry arrives at the Smithsonian and enters the air & space building and asks a tour guide regarding the direction to the archives, but she tells him it’s a secured area, closed to the public. Larry spots that the only people to have access to the archives are the security guards. Larry continues his search and finds the “Gate of Kahmunrah,” a large section of engraved wall with an empty space that appears to fit the tablet of Ahkmunrah. While leaning in to touch it, he is approached by a rather obnoxious security guard, Brandon, pronounced “Brundon”. They get into an argument over touching the exhibit and get into fight, with Larry having the upper hand. Larry appears to make peace with Brandon, shaking his hand and giving him a hug, but turns out to have stolen Brandon’s key card and sneaks into the entrance to the archives.
Upon entering, he sees other guards and needs a disguise, and so he finds the guard’s locker room and puts on the uniform once again and proceeds to the archives.
On the way, Nicky attempts to give him directions, but the line disconnects as Larry goes deeper underground, he is on his own now, with 30 minutes until sundown.
Larry makes it to the archive’s deep storage area and fakes his way past a security checkpoint. As he searches for his friends, he passes by many exhibits, including general Custer and Amelia Earhart before stumbling on a large crate. Curious, Larry opens it and out spills several very large tentacles, belonging to a rather large model of an octopus. Larry seals it back up and continues his search.
After some more searching, Larry walks in on a strange scene, a number of Egyptian-looking men with spears surrounding a shipping container (the same one with Larry’s friends in it). Larry peers into the container and sees all of the exhibits from the New York museum, who seem to have been putting up a good fight with the Egyptians before becoming inanimate again during the day. The door to the container is jammed by one of the inanimate Egyptian guards and just as Larry squeezes in and grabs the tablet from the capuchin monkey, the sun sets and everything comes to life. The Egyptians lock the container and turn to face Larry, now holding the tablet. The Egyptian dressed in the fancy outfit is Kahmunrah (Hank Azaria), Ahkmunrah’s neurotic, disgruntled older brother.
Kahmunrah reveals that bringing things to life is just one of the tablet’s functions, and he intends to use the tablet to raise an army of undead to take over the world. Thinking fast, Larry tricks Kahmunrah into searching for the “Cube of Rubik”, a supposedly formidable weapon. Intrigued, Kahmunrah orders Larry to take him to it, but instead, Larry takes them to the crate that holds the giant octopus, now alive and rather irritated. Larry opens the crate and runs for, just as the octopus bursts out and attacks everything in sight. Amidst the chaos, Larry grabs the tablet from Kahmunrah and makes a run for it.
Without Nicky to guide him, Larry is clearly lost in the labyrinth of crates and scaffolding, and ends up running into the giant octopus as well as Kahmunrah’s guards. It appears that there is no way out, but General Custer comes charging in on a WWII motorcycle (complete with side car) and rescues Larry. Having Larry drive, Custer gets into the sidecar and knocks out several of Kahmunrah’s guards with an old American flag pole before being knocked off by a low hanging scaffold (he’s enthusiastic and brave, but not too bright).
Continuing his escape, Larry runs into Amelia Earhart (Amy Adams), who seems quite proud of whom she is but has no idea where she is. Amelia seems the adventurous type and joins Larry in his escape for sake of fun and adventure.
Meanwhile, Custer has been captured by Kahmunrah’s men and shoved into the shipping container along with the other exhibits (Sacagawea, the cavemen, Attila the Hun and his men, Jedidiah, Octavius (Steve Coogan) and the capuchin monkey). Custer announces his plan for escape, but it seems horribly flawed (it involves yelling very loud and charging the door) but Sacagawea calls him on it, and its back to the drawing board for another escape plan.
As Larry and Amelia exit the archives and into what looks like an art museum, it seems that even the paintings have come alive as well. Surrounded by Kahmunrah’s cronies, Larry tosses the tablet to the old man in the American Gothic painting, attempts to fight the guards but fail. Larry grabs the tablet back and accidentally runs into a 1945 photograph of Americans returning from WWII (the famous one where the soldier kisses the nurse), along with Amelia in tow. Larry gets a call from his son Nicky who has information about the layout of the museum but gets the phone knocked from his hand and loses it in the crowd. Kahmunrah’s guards are closing in, but Larry is able to convince some returning US servicemen that the Egyptians are hassling New Yorkers and they start a fight, giving Larry and Amelia time to run.
Larry and Amelia escape the painting, back into the museum, and flip it around just in time to prevent Kahmunrah’s men from exiting, trapping them inside. Larry wants to leave Amelia to go on his own due to the danger, but Amelia is intent of staying with him, for the action and adventure (and she seems to have taken a liking to him).
Cut back to Kahmunrah, he is in the midst of gathering an army to take back the tablet, then to take over the world. Having lost some of his men (in the painting), he gathers the villains from throughout history to help him: Ivan the Terrible (Christopher Guest), Napoleon Bonaparte (Alain Chabat), and a young Al Capone (Jon Bernthal), all of whom have their own troops/cronies. Having amassed a small army of bad guys, Kahmunrah orders his new generals to bring Larry and the table to him.
Still in the art museum, Larry and Amelia attempt to hide from Napoleon’s soldiers, using an old fountain for cover. However, like everything else in the museums, the cherubs/cupids (voiced by and look like the Jonas Brothers) on top of the fountain have come to life and start singing, alerting the soldiers, forcing Larry and Amelia to flee. Unfortunately for them, they run right into Napoleon. Larry makes fun of Napoleon’s height, but it appears that he finds Amelia quite charming. After a rather strange and awkward conversation between Napoleon and Larry as to whether he and Amelia are in a relationship, Napoleon hauls Larry off to meet Kahmunrah, but spares Amelia.
The other good guys (the New York exhibits) are still locked in their shipping container, while Custer talks about his hair. Jedediah and Octavius hatch a plan to escape as they’re the only ones small enough to get out the rusted hole in the shipping container. While they attempt their escape, they make enough noise to alert Al Capone’s men and Jedediah stays to distract them while Octavius escapes.
Meanwhile, Kahmunrah has made a throne for himself (out of Archie Bunker’s armchair), and has amassed a pile of historical treasures. Jedediah is brought to him, having been caught trying to escape. Larry is brought to Kahmunrah as well, and has the tablet taken from him. Kahmunrah places the tablet into the “Gate of Kahmunrah” and makes a large fuss about unleashing the underworld upon the earth, but seems to have gotten the combination wrong and nothing happens. Larry reveals that Kahmunrah and his goons will just turn back into inanimate objects by dawn. Kahmunrah think that’s Larry knows more than he’s leading on, and gives him an ultimatum: he lets Larry go, but gives him one hour to figure out the combination to the tablet, or else his friends will be put to death, starting with Jedediah (whose put into an hour glass and will drown in sand once it fills).
Larry runs out and meets back with Amelia and the pair set off in search for a way to translate the tablet. They run into the giant octopus and it appears rather angry, Larry gets an idea, pulls a painting off the wall (a painting of a boat at sea) and tosses it at the octopus, dousing it in sea water, this immediately calms it down (its been out of the water for some time, and isn’t too happy about it). The Octopus takes a great liking to Larry and gives him a rather sticky hug.
Larry and Amelia continue their quest through the art museum and comes upon another statue of Roosevelt, an armless bronze bust, but this one hasn’t met Larry before. Fortunately, Roosevelt is able to translate the tablet, giving them a clue as to where they can get information into unlocking the tablet, “at heart of the pharaoh’s tomb.” On their way there, they stop by the statue of The Thinker (also Hank Azaria), and attempt to ask him what this cryptic clue means, but he is all but useless as he is more interested in a marble statue of Aphrodite. Larry gets an idea and attempts to ask Einstein for help, having seen a bunch of Einstein bobble-heads at the Air and Space exhibit. Amelia, impressed by his adventurous spirit, takes this moment to kiss him, while the three Cherubs sing the theme song from the Titanic film.
Back at the shipping container/prison, everyone is still stuck and bickering, while Kahmunrah is trying out a new suit, and taunting Jedediah about his impending doom. Just then, Ivan the Terrible comes in, bringing in several other exhibits who also want to join Kahmunrah’s “Axis of Evil.” These new evil applicants are: Darth Vader (Thomas Morley) and Oscar the Grouch (Carroll Spinney), neither of whom is “evil” enough for Kahmunrah. While this is going on, Napoleon spots Larry and Amelia exiting the building and think they’re trying to escape, and orders all his troops to find them.
At this point, Octavius arrives at the Whitehouse, having heard that a righteous man lives there, and intends to recruit him to rescue the others. Being rather small, he doesn’t get really far; bogged down by a vast jungle (which is really just the white house lawn). He is then attacked by a squirrel that tries to eat him, but couldn’t get through Octavius’ armour, then just grabs him and runs off.
Back with Amelia and Larry, the pair continue running from the bad guys and ends up at the Lincoln Memorial. Crouching behind one of the pillars, Amelia asks why Larry left his old job, who tries to make his current job of inventing household gizmos interesting, but with little success. Amelia asks him if he likes his new job, but Larry can’t produce a proper response. Amelia explains that she became a pilot because it was fun, which gets Larry into re-evaluating this own life. At this point, Abraham Lincoln’s statue (also Hank Azaria) suddenly wakes up, fends off some sleeping pigeons, and starts walking about the place. Larry tries to stop Lincoln from wandering off, but with little success, Amelia on the other hand, is able to get Lincoln to listen to her. Kahmunrah’s men are getting close and Amelia tells Lincoln to freeze while they hide and wait for the bad guys to pass by. Once the coast is clear, the pair leaves and Lincoln notes that they make an adorable couple.
They finally make it to the air and space museum and it appears that everything here has come to life as well. As they search for Einstein, Amelia spots her airplane and gets in, itching for a flight. All the other air/spacecraft begin their launch sequences as well, but Larry is able to grab the microphone and stop them before all the rockets go off. As Larry continues his search, he stumbles upon Able, a little capuchin monkey that was used in early space flights, who seems much friendlier than the monkey from New York museum. Amelia calls over to him as she has found the little Einsteins. After a bit of frustrated questioning, they are told that the combination to the tablet is Pi (3.1415….and so on). Having found the combination, Larry and Amelia make their way back to Kahmunrah to rescue Jedediah and the others.
Back at the shipping container, Custer continues to formulate an escape plan, but with little to no success.
As Amelia and Larry make their way back, Amelia confronts Larry about their “relationship,” it seems that Larry likes her, but the problem is that she isn’t “real.” He tries to tell her this but can’t bring himself to do it. Just then, the bad guys come charging in, and while a bunch of African-American pilots (the Tuskegee airmen) stall them, Amelia and Larry get into the Wright Flyer (the first plane) and make their escape. They fly the plane through the museum, dodging various exhibits, but one of the wings are damaged. As Amelia goes to make repairs, Larry is forced to pilot the plane. Looking ahead, Larry sees that the main hangar door is closed and is able to call out to Able just in time for it to press the “door open” button and lets them out.
Finally outside, the Larry and Amelia have a bit of a romantic moment together, circling above the Smithsonian.
Back at the art museum, Kahmunrah is harassing Jedediah in his hourglass and hears a rumbling noise. A moment later, the Wright flyer crashes through the window. Larry falls out and confronts Kahmunrah, while Amelia, having been obscured by the plane and rubble, sneaks off to gather reinforcements. Larry and Kahmunrah have a long angry argument along the lines of “give me the hostage,” “no, give me the combination first!” over and over until the other historical baddies come in holding one of the Einstein figurines. Capone gets it to reveal the combination and Kahmunrah uses it to activate the Gate and begins chanting. While Kahmunrah chants away, Larry and Jedediah have a heart-to-heart about why he called Larry, not because they needed him, but because Larry needed them, because he isn’t happy with his current job, he needed the adventure.
A moment later, the Gate opens up and ghostly figures pour out of it, becoming solid as they come through the gate, forming eagle-headed Egyptian warriors. The room is filled with Kahmunrah’s new soldiers and they’re about to kill Larry, but Octavius charges in on “nature’s most furious creature,” which turns out to be the squirrel that tried to eat him earlier. Kahmunrah is far from impressed, but then the statue of Lincoln crashes in to provide some assistance. The Eagle-warriors are helpless against the giant statue, and Lincoln scares them all into running back through the Gate and closing the door behind them. Having done his part, Lincoln goes back to his memorial. Now left without his undead army, Kahmunrah orders for Larry to be killed, but the rest of the good guys charge in and the two sides battle it out. Larry attempts to free Jedediah, but his hourglass prison is kicked away by one of enemy soldiers. Octavius tells Larry to go stop Kahmunrah while he goes to free Jed. As Larry runs to the Gate, he discovers Custer cowering in a corner, because he no longer has confidence in himself due to his failure at Little Big Horn. After a rather inspiring little speech, Custer gets his confidence back and charges out to join his comrades…just in time to be knocked out by a stray fist. Larry finds the two monkeys bickering, and then ends up getting into a three-way monkey slap-fight before continuing on his way.
Octavius finds Jedediah, who get into a farewell speech of sorts, but Octavius breaks the glass with his helmet and frees Jed. Octavius and Jed arm themselves with swords and run at the bad guys, hacking and slashing at their feet in heroic rapid-slowmo style (like the Spartans in 300).
The good guys appear to be winning, but Kahmunrah is too powerful to stop. Larry signals for Amelia to meet behind the Gate to give her his plan. Larry tells her to activate the Gate on his signal but is quickly interrupted by Ivan, Capone, and Napoleon, demanding the return of the tablet. Larry thinks quickly and asks them who the leader is, so he can give him the tablet, this causes all three to break into a fight over who’s the boss and Larry runs off to fight Kahmunrah.
Larry runs into Kahmunrah and fights him one on one. Larry whips out his flashlight and defends himself, throwing the tablet to Amelia. Kahmunrah is hacking at Larry with his sickle while Larry continues to defend with his flashlight (a surprisingly good fight). Larry goes on the offence and pushed Kahmunrah towards the Gate. As the Gate opens, Larry has Kahmunrah in a headlock and right before he is about to be pushed in, Kahmunrah fearfully asks, “what are you?” and Larry replies, “I’m the night guard,” and pushes him in. Amelia locks the Gate and Kahmunrah is trapped in the underworld. The good guys win.
Larry wants to take all of the New York exhibits back to their home museum and Amelia offers to give them a ride on her plane. Everyone returns to the Museum of Natural history and Amelia says good bye to Larry. Larry tries to tell her that she is not real, and if she doesn’t get inside before dawn, she will turn to dust and cease to exist. She tells him that she has known all along and she has gotten what she always longed for, adventure. She tells Larry that she looks forward to seeing the sun. Larry kisses her goodbye and she boards her plane, heading towards the dawn.
Back inside the museum, Roosevelt congratulates Larry on returning the exhibits but notes that they can’t just hide in the basement forever. Larry says he has a plan. Dawn approaches and everything becomes inanimate again.
A few months later, a reporter is in front of the museum, talking about new renovations, as well as the extended night hours, showing a lot of people visiting the museum at night. Larry has returned to his night guard position, having sold his company and donating his money anonymously to the museum, with the provision that everything stays the same . Dr. McPhee notes the coincidence of Larry’s return and the donation to the museum, and is happy that Larry is back, but isn’t able to show this very well, giving Larry an awkward hug/hand-shake.
As Larry and Dr. McPhee talk, Roosevelt rides by on his horse, giving a guided historical tour to a bunch of museum goers. It turns out that Larry’s plan was to bring all the exhibits to life at night, and pass them off as interactive/animatronic displays. There are a few scenes with the exhibits entertaining the public, like Attila the Hun entertaining children, and Ahkmunrah (Rami Malek) showing off his magical tablet to some kids, who are not very impressed. A few teens say that the animatronic T-rex looks lame, which causes it to scare them off with a ferocious roar.
McPhee leaves tend to other matters and Larry catches sight of a young woman who looks exactly like Amelia (also played by Amy Adams). Larry asks if she is related to Amelia Earhart, but she isn’t. They seem to hit it off, and she asks Larry to give her a tour, which he happily complies.
*CUT TO THE CHASE*
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After the first film, Larry Daley (Ben Stiller) has left his night guard job at the Museum of Natural History to start his own business. One day, old exhibits are packed up and shipped off to the Smithsonian for storage, replaced by new interactive holograms. Larry finds out and heads off to Washington to bring his friends back. At the Smithsonian, the tablet brings an evil Egyptian to life, Ahkmunrah’s brother, Kahmunrah (Hank Azaria), who intends to use the tablet to bring out an army of undead soldiers to take over the world. Larry tries to stop him, is joined by Amelia Earhart (Amy Adams) and look for a way to unlock the secrets of the tablet, as well as defeat Kahmunrah and save his friends. After a lot of chasing throughout the museums, Larry is able to seal Kahmunrah inside the gateway opened by the tablet, and then take all his friends home. Amelia leaves, seeking adventure elsewhere and Larry stays to tend to the museum. A few months later, Larry has sold his business and donates the money to renovate the museum. Since the exhibits come to life each evening, Larry is able to convince the public that these are in fact state-of-the-art interactive exhibits. This plan is successful, and draws in much business for the museum. Larry ends up meeting a woman who looks just like Amelia, and they take a tour of the museum together.
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