This was the last of the "formula" comedies for Reynolds. It is also marked the final feature film appearances of Dean Martin and Frank Sinatra. Their appearances, coupled with those of Sammy Davis, Jr. and Shirley MacLaine, marked the final on-screen appearance of the old Rat Pack team.
Having lost the first Cannonball Run race, Sheik Abdul ben Falafel (Jamie Farr) is ordered by his father (Ricardo Montalban) to go back to America and win another Cannonball Run in order to "emblazon the Falafel name as the fastest in the world." When Sheik Abdul points out that there is no Cannonball Run that year, his father simply tells him to "buy one."
To make sure his ulcer does not prevent him from winning, the Sheik hires Doctor Nikolas Van Helsing (Jack Elam), who teamed with JJ (Burt Reynolds) and Victor (Dom DeLuise) in the first race as his in-car physician. Most of the participants from the first race are lured back, including JJ and Victor, who have taken jobs working with a flying stunt crew.
In a subplot, Blake (Dean Martin) and Fenderbaum (Sammy Davis Jr.) are in financial trouble with Don Don Canneloni (Charles Nelson Reilly), who in turn is in financial trouble with mob enforcer Hymie Kaplan (Telly Savalas). After the Sheik manages to bail out Blake and Fenderbaum by handing one of Don Don's thugs a stack of cash, Don Don hatches a plot to kidnap the Sheik in an attempt to extort money from him.
The race begins with JJ and Victor dressed as a US Army general and his driver, a private. They catch the attention of Betty (Marilu Henner) and Veronica (Shirley MacLaine), who are dressed as nuns for a musical, but remain in character and hitch a ride with JJ and Victor when they think the guys could become overnight millionaires. They do not lose their habits until later.
Other racers include Mitsubishi engineer Jackie Chan, teamed with a giant behind the wheel (Richard Kiel) in a car—a Mitsubishi Starion—able to go under water. In a red Lamborghini (white at first) with "two great-looking chicks in it" (as the cops chasing them continually say) is the duo of Jill Rivers (Susan Anton) and Marcie Thatcher (Catherine Bach). Another team (Mel Tillis and Tony Danza) is accompanied by an orangutan, who at times appears to be the driver. They are pulled over at one point by traffic cops Tim Conway and Don Knotts.
JJ and Victor stop along the way to help a stranded soldier, Homer Lyle (Jim Nabors). They also get much better acquainted with their passengers, Betty and Veronica, who change into something a little more comfortable.
Don Don's enforcers (including Henry Silva and Godfather film actors Alex Rocco, Abe Vigoda and Michael V. Gazzo) continue to blunder along the way, with disastrous results.
After Don Don's gang capture the Sheik, the racers band together to invade Don Don's "Pinto Ranch". JJ, Victor, and Fenderbaum infiltrate it in drag, dressed as belly dancers. Others barrel in by car and rescue the Sheik, who is reluctant to leave, since he has his pick of women there. The three "dancers" and Blake go to their Leader (Frank Sinatra) to seek help, only to have him jump into the race himself.
In the end, the Sheik bankrolls Don Don's Ranch and then declares that he is upping the stakes to $2 million for the winner. All jump into their vehicles and make a dash for the finish line, avoiding traffic patrollers on the way.
The Sheik, as it turns out, loses yet again, this time blaming the doctor who rode with him for injecting him with an unknown substance. But he convinces his father that he will win the return-trip race, having hired the winner of this one. It turns out to be the orangutan with a penchant for destructive behaviour and giving elderly ladies the middle finger.Burt Reynolds as J.J. McClure
Dom DeLuise as Victor Prinzi/Captain Chaos. DeLuise also appears uncredited as Don Canneloni.
Dean Martin as Jamie Blake.
Sammy Davis, Jr. as Morris Fenderbaum
Jamie Farr as Sheik Abdul ben Falafel
Ricardo Montalbán as King Abdul ben Falafel
Telly Savalas as Hymie Kaplan
Marilu Henner as Betty
Shirley MacLaine as Veronica
Susan Anton as Jill Rivers
Catherine Bach as Marcie Thatcher
Foster Brooks, Sid Caesar and Louis Nye as the fishermen in the rowboat
Jackie Chan as Jackie Chan, Mitsubishi engineer
Richard Kiel as Arnold, Jackie's driver
Tim Conway and Don Knotts as California Highway Patrol officers who pull over the driving monkey
Mel Tillis as Mel (back from the first film) and Tony Danza as Tony, the limo drivers with the orangutan
Jack Elam as Doctor Nikolas Van Helsing
Charles Nelson Reilly as Don Don Canneloni
Michael V. Gazzo as Sonny, Don Don's Henchman
Alex Rocco as Tony, Don Don's Henchman
Henry Silva as Slim, Don Don's Henchman
Abe Vigoda as Caesar, Don Don's Henchman
Jim Nabors as Private Homer Lyle, a parody of his popular character, Gomer Pyle
Molly Picon reprises her role of Mrs. Goldfarb, Seymour's mother. In this film, Cannonballers drive into her house.
Frank Sinatra as himself.
Joe Theismann as Mack, the truck driver who helps out Jill and Marcie
Shawn Weatherly as the girl in Jamie Blake's bed
Dale Ishimoto as a Japanese businessman
Arte Johnson as an "ace" pilot Victor says is "from World War 2," who speaks with a telltale German accent
Fred Dryer as a California Highway Patrol sergeant (listed in the opening credits as "Fred Dreyer")
Chris Lemmon as a young California Highway Patrol officer
George Lindsey as Uncle Cal
Doug McClure as The Sheik's servant, an out-of-work actor who hasn't had a series in nine years
Jilly Rizzo as Jilly
Dub Taylor as a sheriff
Director Hal Needham appears uncredited as a Porsche 928 driver in a cowboy hat, whose car is crushed flat in the movie by the monster truck, Bigfoot (Driven by owner/creator Bob Chandler)
After the tenth highest 1984 opening weekend of $8.3 million Cannonball Run II slowed down, becoming the 32nd most popular 1984 film at the U.S.A. and Canada box office with a total lifetime gross of $28 million, less than half the takings of the first Cannonball Run.
Cannonball Run II was met with harsher reviews than its predecessor, with a 14% approval rating on Rotten Tomatoes based on reviews from 14 critics. Roger Ebert gave the film half a star out of four, calling it "one of the laziest insults to the intelligence of moviegoers that I can remember. Sheer arrogance made this picture." Ebert's co-host of the TV show At the Movies Gene Siskel also gave a harsh review of this film, calling it "a total ripoff, a deceptive film - that gives movies a bad name." Siskel even named it his least favorite film he had seen during his time doing At the Movies with Ebert.
The film received eight Golden Raspberry Award nominations at the 1984 Golden Raspberry Awards, including Worst Picture, Worst Actor and Worst Actress.