Stiller again plays Larry Daley, who has left his gig as a museum security guard to become an inventor who sells his products on TV informercials. (Presumably he doesn't beat up prostitutes like that ShamWow guy.) When Larry returns to New York's Museum of Natural History one night to visit his old friends - the exhibits who magically come to life after sundown, courtesy of a magic Egyptian tablet - he is shocked to learn that they are being packed up and moved into storage at the Smithsonian Archives. With the history museum moving in a new high-tech direction, old-fashioned dioramas just aren't cutting it anymore.

Not long after arriving in our nation's capitol, the statue of an evil pharaoh called Kahmunrah (Hank Azaria, very funny here) attempts to steal the magic tablet for himself, with the intention of using it to open a time/space portal that will raise an army of the dead. Miniature cowboy Jedediah (Owen Wilson) immediately calls Larry for help. After sneaking his way into the most off-limits sections of the Smithsonian, Larry organizes his troops, which include old pals Teddy Roosevelt (Robin Williams) and Octavius (Steve Coogan), as well as new allies like General Custer (Bill Hader) and Amelia Earhart (Amy Adams). But Kahmunrah has allies too, which include Ivan the Terrible (Christopher Guest), Napoleon (Alain Chabet), and Al Capone (Jon Bernthal). The subtitle Battle of the Smithsonian tells you pretty much what happens next.

NATM:BOTS (I love acronyms, especially when they sound like Transformers when pronounced) makes a very crucial decision early on, and it's a good one: it chooses to heavily utilize the Smithsonian and many of its most famous exhibits. This allows for moments of genuine wit. For instance, Kahmunrah sits upon an old reclining chair while issuing orders. "I don't know who this Archie Bunker was," the pharaoh says, "but he sure had one comfortable throne!" There's a lot of that kind of humor. If you've ever been to the Smithsonian, you will recognize the exhibits being worked into the story. Sequences set in the Air & Space Museum are particularly fun for this reason. In this sense, the movie makes some nice nods to history by showing us how relevant these famous things are. Plus, much of the material is funny.

Another clever bit: while being chased through the art museum, we can see the paintings on the walls coming to life. At one point, Larry and Amelia jump into that famous photograph of the sailor and the young nurse kissing on V-J Day. The sequence shifts, appropriately, to black-and-white, and pays off with a punchline (continued during the end credits) that references around modern technology. There was nothing this inventive in the original Night at the Museum.

Other pop culture and historical references can be found, and if you pay attention, you'll notice little spoofs of movies like 300, Apollo 13, and The Last of the Mohicans. Notice, too, how the screenplay - by "Reno 911" creators Thomas Lennon and Robert Ben Garant - has fun with its historical characters' personalities. Custer is portrayed as comically inept, at one point even admitting to Larry that he was accidentally responsible for the death of over 200 people and is therefore not a good person to lead the charge against Kahmunrah. Amelia Earhart (wonderfully played by the always awesome Amy Adams), meanwhile, is a relentless adventure-seeker who talks in the quick patter of a 1930's screwball comedy heroine. When Kahmunrah's men block the path she and Larry want to take, she exclaims, "We're jimmy-jacked!" I doubt Amelia Earhart ever spoke that way, but it works for the movie.

There are still slapping-monkey gags, and moments of off-putting silliness, such as a bit involving a group of talking Albert Einstein bobbleheads. And then there's that cameo from the Jonas Brothers who, in computer-animated form, portray a trio of singing cherubs. I really could have done without that. At times, Night at the Museum: Battle of the Smithsonian seems like it's trying to squeeze in too much material for its own good. I have not even mentioned the giant squid, or the arrival of the Tuskeegee Airmen, or how the Lincoln Memorial comes to life so that Honest Abe can play action hero. If ever a family comedy was about to burst its seams from being overstuffed, this is the one.

But you know what? I enjoyed the film anyway. The all-star cast (which also includes Ricky Gervais, Jonah Hill, and Ed Helms) is fun to watch. I was amused by the way the Smithsonian was utilized, and I actually found myself laughing this time. I'll also repeat myself again: Amy Adams rules. NATM:BOTS is what it is - an energetic family film. It's also cheerier, wittier, and more entertaining than its predecessor.

( out of four)

Night at the Museum: Battle of the Smithsonian is rated PG for mild action and brief language. The running time is 1 hour and 45 minutes.