Night at the Museum: Battle of the Smithsonian | Rated PG | Starring: Ben Stiller, Amy Adams & Hank Azaria | 1:45 mins

Larry Daley (Ben Stiller), now a successful TV pitchman, returns to the muesum where a magic tablet brings the exhibits to life only to find it being shut down and packed up. That night he gets a distress call from one Jedediah (Owen Wilson) that the tablet has been released in the Smithsonian and wanders in the middle of a battle between the artifacts and a pharoh (Hank Azariah) who plans to use the tablet to release an army of the underworld.

A superior sequel, “Smithsonian” takes the “whoa, look that statue is alive” premise of the first “Night at the Museum” and builds a conflict off of it. Or at least just enough of a conflict to slingshot Stiller from one weird set piece to the next. “Smithsonian” is a colorful mess, packed to the brim with zany sight gags, slapstick fights and some pretty clever parodies (my favorite being Clint Howard’s inclusion in the NASA exhibit). “Smithosonian” is different from the “Shrekification” of many family films that attempt adult inclusivity by suddenly shoving the story through a nostalgic bit that is either inappropriate or impossible for a child to get.  No, “Smithsonian” works well on both levels. Kids can laugh at the general silliness of the visuals, smart monkeys and the banter and at the same time adults will enjoy the movie references, historical references, spotting the many reputable actors and – if nothing else – Amy Adams in the world’s tightest flight pants. Jesus.

As with the first film, the historical figures portrayed are parodies of parodies. Decades between their lives allow writers Thomas Lennon and Ben Garant (Reno 911) to reduce them to single jokes and the most commonly known characteristics. Amelia Earheart gets lost, Napolean is obsessed with his height, and so on. Given that they are statues come to life it’s hard to ask for anything more. The fun here is watching this massive casts of heavy comic hitters. Amy Adams injects her Enchanted charm to keep the vibe bouncy and Azaria hams it up approprately as an effemenite villain with a plot I don’t quite understand (the underworld?). It’s a Where’s Waldo of comic actors in crazy outfit: Robin Williams, Bill Hader, Steve Coogan, Christopher Guest, Thomas Lennon, Craig Robinson & Mindy Kaling. Even Jonah Hill isn’t bad. Only the brillaint Ricky Gervais seems to have drawn the shorts straw as the uptight museum curator.

A few of the dialog exchanges drag long past the point of being funny, screaming bad improv. But for the most part, “Night at the Museum 2” is a shallow, occasionally clever, bit of family fun.