movie trailer (apple.com - quicktime)
NOTE: This spoiler was sent in by Brentage5000 who says... "Until seeing this, I never realized how dark the original "The Mask" was...and how much that contributed to it being good. This spin-off (I refuse to say sequel since it's different characters) was pretty good and maintained the spirit of the original, but at the same time it kinda insulted it's forerunner's memory."
The movie starts in Edge City, where Dr. Arthur Neuman (Ben Stein, the only returning actor) is giving a lecture on various types of mythological masks. He comes to one, the mask of Loki, and starts explaining how Loki was the Norse (Viking) God of Mischief and how Loki's powers were hidden in that mask. Some guys up front start insulting Loki, and then the real Loki (Alan Cumming) reveals himself and starts trying to get the mask, which he does...only it's made in Taiwan. Furious, he destroys the fake, puts Neuman's face on the stand as a replacement, and gets out of there.
280 miles southwest of there, in Ledge City, we see Otis the dog finding the REAL mask in a river. He picks it up and goes back home with it. Meanwhile, we see Tim Avery (Jamie Kennedy) and his wife Tonya (Traylor Howard) at a party with their friends and about twenty kids. Tonya is cooing over the new baby, while Tim is kinda in "get-me-OUT-of-here" mode. One of the friends asks when they'll be having a baby and Tim sees himself in a hospital delivery room while Tonya keeps spouting out more and more babies. He screams just as a kid comes up and runs him over with a helmet on and aimed at his balls. On the way home, Tonya is upset with Tim, but he manages to smooth things over for the most part. He still ends up in the doghouse though, which is really just a bedroom converted into a room for Otis, their pet dog. Tim asks Otis if he wants a baby in the house, and Otis shakes his head just as Tonya shows up outside the room.
Meanwhile, we see Loki relaxing on a beach somewhere when his estranged Dad Odin (Bob Hoskins) pops by and starts telling him to get busy finding that mask. He also starts yapping about Loki's overachieving big brother Thor, which naturally makes Loki roll his eyes in boredom. Meanwhile, we see Tim and Tonya still arguing about the baby, and Tim says that he does want one, but once he's a respectable cartoonist, so his kids don't have to say when asked what their dad does, the kid doesn't have to answer--"HI, KIDS!!" We jump to the middle of a cartoon studio where Tim is dressed as a giant turtle giving tours to children. Later, we see him having lunch in the...lunchroom...with his friend when they see Daniel Kemperbee (Peter Flett), the big boss, having lunch with all the low-levels. Tim gets up the courage to approach him with his pitch for a cartoon he's been working on, and they set up a meeting for the next day. That night is a big halloween party, and Tim is going as an axe-murder victim, but Tonya convinces him to take the mask and at least wear it so no one sees who he is. He takes it begrudgingly and when he gets there, he looks at it, rolls his eyes, puts it on, and--
A stretch limo pulls up to the curb and out of it pops the maskified Tim, who looks like a Ken Doll with bright red hair on acid. He gets into the building and livens up the dead party by making all the girls SSSSSSSSSMOKING (original mask pun) hot and doing an every-type-of-music-imaginable version of "Can't Take My Eyes Off Of You" that gets even the cars dancing along and gets Daniel to say, "Cool" (he's got a knack for understatement and mellowness). From there, Tim zooms home to a sleeping Tonya and the two immediately get it on (gotta get me one of those masks...). The next morning Tim wakes up late and rushes in to work, only to find everyone congratulating him about the party last night. What's more, Daniel wants to talk to him about this green guy he thought up, but when he asks where the idea came from, Tim just says "My dog brought it to me." Daniel shrugs, and Tim goes home that day ecstatic about the possibility of being picked up, only to find Tonya with some wonderful news of her own--she's pregnant.
The next scene shows a shocked looking Tim in the doctor's office talking about the baby when Tonya suddenly gets morning sickness and vomits up...bubbles? ("That's not covered by insurance," says the helpful doctor.) Over the next nine months, we switch between getting ready for the baby (which during the sonogram starts doing a song-and-dance routine for Tim, but when the others look, it's back to normal) and Tim talking about his cartoon. Eventually, Tim and Tonya deliver little Alvey (Ryan and Liam Falconer) into the world, while at the same time...
"LOOOKIIIIIIIIIII!!!!!" Loki looks up from the beach--again--and tells Odin to use his all-seeing eye to find the mask. He shuts up, though, when he is told that a baby has been born of the mask ("So, that would, like...make me a dad, huh?"). Odin tells Loki what town and when it happened, and we go back to Tim, who is slowly going crazy under the demands of having to be a father. At the same time, Alvey starts doing some very strange things, such as blowing up his head like it's a balloon. Meanwhile, we see Loki in a hospital getting the names of every baby born in Ledge City on July 27 (Alvey's birthday). He spends the next forty minutes or so of film searching for the right baby using various disguises and tricks to get into the houses, so we'll just leave him be for now.
Back with Tim, we see Tonya telling him that she has to go to New York for a week, so he has to take care of the baby. She gives him a bunch of rules to follow--no TV, call me if there's trouble, don't keep him up past midnight, don't get him wet, keep him away from bright lights--wait, scratch those last two and heads off. As soon as she's gone, Alvey starts crying and won't let up. The two try to get along, and some time during the week Daniel calls asking Tim to come in on Friday with some sketches for the character. Unfortunately, Alvey manages to throw his food over the sketches, so Tim ultimately plops him down in front of the TV and lets him watch some old cartoons. That night, Otis finally gets the mask on (blowing his doghouse up a little in the process) and he spys on Alvey, who is still watching cartoons--currently the one with everybody's favorite amphibian, Michigan J. Frog (you know--"Hello, my baby, Hello, my honey, hello my ragtime gal! Send me a kiss by wire--baby, my hearts on fire!") While Alvey entertains the idea of doing that to Tim and landing him in a mental institution, Otis entertains the idea of stuffing Alvey in a cannon with a bunch of explosives and sending him into orbit while Tonya and Tim thank Otis for getting rid of the baby.
The next day, while Loki keeps searching, Tim is trying to play with Alvey when Alvey suddenly goes, "Ma." When he goes "Mama" and "Mommy," Tim is delighted and tries to get him to say "Dad" or "Daddy," but Alvey just frowns and says in a tough-gangster voice, "Mother." He then grabs Tim and starts twirling him around the room and bashing him on the floor like Bam-Bam Rubble. This freaks Tim out a good deal, but since he has no idea what to do for it, he just goes back to work. Alvey, meanwhile, has been distracted by a rattle being shaken by Otis, who has the mask on (for the record, it's not supposed to work during the day--sequels, man, I tell ya...). Alvey goes for the rattle and leaves Otis, but he sees a fuse burning on it. He puts the fuse out and makes a loud "KABOOM!" noise which delights Otis, who is suddenly distracted by a bone--with a fuse.
That night, (or maybe it's a couple nights later, I'm not sure), we see Otis making plans for his revenge operation, "Operation Bye-Bye Baby" (a Wile E. Coyote nod). They're pretty complicated, but they involve baby getting hooked, torn through a precariously placed piano, yanked out the window, and tarred and feathered, all before getting blown up. He sneaks into the house like James Bond, but gets spotted by Tim, who shakes his head and goes (in a funny sounding whine), "No" but Otis just puts his finger to his lips and keeps going. While Tim denies this is happening, Otis fires a grapple at the ceiling and starts making his way up to the ceiling, but Alvey knows he's there. Otis inserts the hook and turns around, but Alvey gets up and hooks Otis around the collar. Otis heads out to a winch in the yard, starts it up, but ends up getting yanked back along the track, and everything that should have happened to the baby happens to him. Oh, and the piano somehow gets suspended from the ceiling too.
The next day, Tim is keeping his distance from Alvey when he suddenly bursts into the Michigan J. Frog routine. Tim heads for one of the neighbors, but naturally, as in the cartoons, Alvey stops just before the neighbor answers the door. They go back home, and Alvey needs to be changed, but he ends up peeing in five directions at once all over Tim. When he stops and Tim asks, "Are you done?", Alvey looks thoughtful and then a humongous yellow geyser erupts from him, carrying Tim across the room. As soon as that's over, the doorbell rings, and it's Loki, disguised as a UPS guy/surfer-dude. Tim (not knowing who it is) yanks Loki in and shows him Alvey. Loki starts telling the baby to do stuff, and Tim goes, "Yeah, yeah, do something weird." Naturally, Alvey doesn't do anything, and Loki leaves. As soon as Loki leaves, Tim realizes that his meeting with some suits about the green guy is imminent, so Tim grabs Alvey with the intention of heading for the meeting, and then looking for either a doctor or an exorcist, which Alvey uses as a cue to spin his head and vomit green stuff at Tim. Loki, parked in front of Tim, sees this and realizes that Alvey is the one he's been looking for.
In the city proper, Tim is heading for the studio when he gets cut off by Loki, who demands the mask, only to be told by Tim, "I think my dog ate it." Loki doesn't believe him (who would?) and starts going crazy. Tim runs into an alley to try and escape him, but a wall suddenly materializes in front of Tim, which has written on it, "Loki is a GOD in the sack!" Before things get dangerous, Tim gets posessed by Odin, and Tim/Odin banishes Loki to the Earth realm forever, taking away his powers (Loki's, that is) in doing so. To make sure they're okay, Alvey grabs a couple of dumpsters and smashes Loki with them. He gets knocked out (more or less) and Tim heads for the studio, but when he gets there, he can't speak, and the next scene shows Tonya on a plane leaving a message for Tim, and Tim leaving a message for Tonya saying that he and Alvey are fine, and he got fired. While we hear the messages playing, we also see Tim and Alvey staring at each other across the room. Slowly, Alvey toddles his way over to Tim, hugs him, and Tim gives Alvey a bath, indicating that Alvey has finally accepted Tim.
Loki, meanwhile, is distraught over the loss of his powers. He sneaks into the Avery household after everyone is asleep. He summons Odin and shows him the baby, and Odin agrees to give Loki back his powers for one hour. Just to be safe, Loki tests his powers on the same neighbor from before, who was checking things out, by turning her head into a giant nose. The next thing we see is Tim coming to Alvey's room since Alvey is crying. He goes in but finds a Loki-baby instead of Alvey. After pretending to be Tonya too, Loki tells Tim to bring the mask to an alley or he doesn't get the baby back. Loki vanishes, and Tim rushes downstairs where he sees Tonya--the real Tonya, even though he thinks it's Loki for a minute. He tells her what's happened, and after seeing the nosy neighbor, they look for Otis, since Tim knows he has to have the mask. They find him romancing some dog named Venus from down the street. Tim tells Otis that he 's sorry for ignoring him and that Otis is like Alvey's big brother. Otis relents and takes off the mask (somehow) and the trio go to find Alvey.
While this is going on, Loki is...bonding with Alvey over a game of twister, which Alvey only wins because Tim's crashing car distracted Loki (or so he claims). Tim hands over the mask, but Loki keeps Alvey, saying they should have known better. Otis attacks Loki and the mask goes flying through the air. Tim catches it and puts it on, turning back into Tim-Mask from before, and making Tonya say, "Wow, honey, you look HOT!" Loki takes off in his Lokimobile, telling Alvey that dads are overrated and that sticking with him is the way to go. Tim and Tonya, meanwhile, are in hot pursuit in Tim's upgraded Maskmobile until they get to a five-way intersection. When Tim wonders which way they went, Tonya points out a bunch of signs saying "Through here!", "Tim vs. Loki", and "This way, dummy!" They go into a Madison Square Garden type arena where a boxing ring is set up for him and Loki to duke it out for Alvey's love while that worthy sits in a not-well-padlocked cage. While Tonya frees Alvey, Tim and Loki slowly realize that with the mask on, they're evenly matched, so they decide to just let Alvey choose. At first he heads for Loki, but then Tim takes off the mask and begs Alvey to come back, which he does. Loki starts crying, "I just wanted somebody to play with..." right as Odin shows up, demanding the mask. The two gods start arguing when Tim butts in, saying it's important to have good relations with your family, especially if you're immortal -- "You're like 800; you're about 1,000; if you don't make up now you're gonna be alone for a long time." -- and he gives them the mask and tells them to get out of there, which they do. As they're all leaving, Loki asks if since Odin is talking to him again, maybe Odin could get back together with Loki's mom, but Odin simply growls, "Don't push it."
Sometime later, we see Tim in a studio looking over motion capture images for his new cartoon, "Sibling Revelry," which Daniel describes as, "a dog and a baby fighting for Dad's attention...where did you get the idea, man?" Tim smiles and says he just started paying attention to what was going on around him as he watches Alvey and Otis play in their own motion-capture suits (blue gym suits with white balls at various key points). We later see Tim, Tonya, Otis, and Alvey sitting in their living room watching the show and eating popcorn. Tonya congratualates Tim but tells him that he might need to add another character soon. He looks at her, smiles, and asks Alvey what he'd think of having a baby brother or sister. Alvey thinks about it, and then just slyly winks at the audience.
As the credits start, they get chopped up and disintegrate. We then see Otis wearing the mask and laughing maniacally while holding a pair of scissors in his paw.