In this sequel, would-be animator Tim (Jamie Kennedy) lives with his wife Tonya (Traylor Howard) in a cartoony-looking little house. She wants a baby, but he's not ready. On his way to the office Halloween party, Tim finds the magic mask from the first film and decides to wear it, unaware it will unleash his hidden desires and remove all his inhibitions. Tim impresses the party goers with his wild behavior -- everyone thinks he's testing out a new cartoon character. Back home, he's now willing to help his wife conceive. Nine months later the baby is born with some of the mask's powers, because Tim had the mask on when he was conceived. This comes to the attention of Loki (Alan Cummings), the Norse god of mischief and the mask's original owner. His father, Odin orders him to get it back, so Loki begins checking out every baby born on Tim's baby's birthday. Tim is also hunting for the mask – he's unaware of his baby's unusual abilities; he needs the mask back to finish up creating a new cartoon character. Tonya leaves town on a business trip, with Tim on full-time daddy duty, just as the baby's transformational powers really start to take over and Loki finds what he was looking for. The movie then gets turned over to the special effects department for some cartoon-ish fun.