The movie picks up with the now married Mollie (Kristie Alley) and James (John Travolta) having sex and Mikey (voice of Bruce Willis) getting scared. Mollie and James tell Mikey that he's got to be potty trained. Mollie discovers she's pregnant again (this time a girl) and James is working diligently. Mikey learns that with his little sister, Julie, on the way, he has to be a responsible big brother. When Julie is about to be born, her umbilical cord gets caught around her neck, putting her in distress. She is born through a c-section and is taken to the nursery area for observation.
When Julie meets Mikey, she is unimpressed, while Mikey quickly begins to resent his sister when his dreams of being a responsible big brother don't match the reality. Meanwhile, Mollie's slacker right-wing brother, Stuart, comes to stay, to whom James takes an immediate dislike. This, combined with James being pressured into taking a demanding piloting job arranged by Mollie's parents and his belief that Mollie is too protective of Mikey, causes several arguments between the pair which eventually lead to James leaving. Mikey is upset about this and, believing he has left because of Julie, tears up one of his sister's stuffed animals. James occasionally hangs out with his kids (including scamming their way into a movie theater) and has fun with them. Following a burglary, Mollie's friend Rona moves in with her and she soon forms a connection with Stuart.
Following the 'death' of her beloved stuffed penguin (whom she named Herbie), Julie decides to learn to walk and leave. Later, Julie manages to walk to the sofa without support. Mollie sees this and is initially excited but then saddened that James isn't there to share the moment. As he watches Julie sleep one night, Mikey realizes how badly he's treated her and resolves to change his ways. Mollie decides to win James back and dresses sexily for him, but he isn't interested. As the two bicker, Mikey uses the toilet for the first time and calls his parents, who are immensely proud of him and share a tender moment.
One night as James prepares to fly, Mollie watches the news and learns that storms are all around the area. She goes to get James before he takes off, leaving Stuart with Mikey and Julie. She catches him and tries to persuade him not to take off, just as the control tower cancel the flight. The two then makes up. Meanwhile, a burglar (presumably the same one who also robbed Rona) breaks in and runs when Stuart comes in with his unloaded gun. Stuart pursues him having forgotten about the kids and completely oblivious to the fact that he left paper on a hot stove which quickly causes a fire to start. Mikey doesn't panic and takes charge, pushing Julie out of the apartment to safety. Stuart and the burglar run into James who subdues the thief. Mollie and James soon find out the kids were left alone and spot the fire in the apartment, only for Mikey and Julie to emerge from the elevator as the two prepare to head in to save them. James then puts out the fire before it can cause too much damage.
The next day, James, Mollie, Stuart, Rona, and Mollie's parents attend a barbecue, where Julie asks Mikey why he saved her when they're always fighting. Mikey tells her that for as much as they get on each other's nerves, they're the kids and should stick together since the grown-ups never make any sense to them. The two then walk off hand-in-hand.John Travolta as James Ubriacco/Voice of James' sperm cells (uncredited)
Kirstie Alley as Mollie Ubriacco/Voice of Mollie's egg (uncredited)
Lorne Sussman as Mikey Ubriacco
Megan Milner as Julie Ubriacco (age 1 year)
Georgia Keithley as Julie (age 4 months)
Nikki Graham as Julie (fetus-newborn)
Elias Koteas as Stuart
Twink Caplan as Rona
Olympia Dukakis as Rosie
Lesley Ewen as Debbie
Gilbert Gottfried as Joey, the baby gym instructor
Don S. Davis as Dr. Fleischer
VoicesBruce Willis as Mikey Ubriacco
Roseanne Barr as Julie Ubriacco
Damon Wayans as Eddie
Mel Brooks as Mr. Toilet Man
The famous TriStar Pictures theme music, composed by Dave Grusin, was played during the scene when Julie practices walking. A variation exists at the beginning of the logo when Bruce Willis (voice of Mikey) was doing a Mister Ed imitation.
The bum teaser at the end of the first film portrayed an uncredited Joan Rivers, providing the voice of Julie. Due to scheduling conflicts, she declined the role.
Also in the early trailer, Richard Pryor was originally going to be the voice of Eddie.
Also appearing are Olympia Dukakis, Elias Koteas, and Gilbert Gottfried. Further vocal talents include Damon Wayans in a supporting role as the voice of Eddie. Mel Brooks makes a cameo appearance as the voice of Mr. Toilet Man. The film was followed by another sequel, Look Who's Talking Now, in 1993. Baby actors in it included Lorne Sussman and Megan Milner.
On Fox Family, instead of James saying, "Don't make me look like an asshole," he said, "Don't make me look like a jackass."
When the film airs on ABC Family, many of its deleted scenes (such as Mollie threatening Mikey with a spanking if he takes Julie away again) are shown. One notable addition is a running gag where Mollie chats with her friends and folks and it ignites a daydream of James cheating on her. There is even one sequence where she imagines him as John Lennon and parodying his activism.
In one version, James and Stuart have a conversation after he arrives in the apartment.
Unlike its predecessor, it received mostly negative reviews. Rotten Tomatoes gives it a score of 17% based on reviews from 12 critics.
It grossed $47,789,074 at the box office, making it a moderate success at the box office.
It was also nominated for two Razzie Awards including Worst Supporting Actor for Gilbert Gottfried and Worst Supporting Actress for Roseanne Barr.