A CLUTTERED, warehouse-sale movie, Shawn Levy's Night at the Museum: Battle of the Smithsonian is an improvement on the first Night at the Museum: it has a great new girl, an enjoyable villain and the same old Ben Stiller. Stiller's Larry Daley has moved up in the world, selling glow-in-the-dark flashlights on infomercials. As a result of his new success, Daley hasn't been visiting the Natural History Museum much. His former friends—the museum miniatures and manikins that come to life at night—are about to be shipped off in crates to the archives in Washington, D.C.

Heading for the basement of the Smithsonian, Larry finds that his nemesis, the naughty capuchin monkey, has stolen the ancient Egyptian tablet that makes the characters come to life. And the evil pharaoh Kahmunrah (Hank Azaria) is plotting a takeover of our world. Azaria's talents as a vocal actor come into play here; he does the pharaoh as Karloff's Im-ho-tep in The Mummy, only with a refined upper-class lisp. The Egyptian recruits a militia of historical villains, including Ivan the Terrible (Christopher Guest) and Al Capone (Jon Bernthal). It's up to Larry to join forces with his old friends Octavius, the tiny Roman soldier (Steve Coogan), and the cowboy Jedediah (Owen Wilson), along with the help of Gen. Custer (Bill Hader, miscast) and Amelia Earhart (Amy Adams).

Levy oversees some very sweet and technically tricky effects—a ride on the Wright brothers' plane, the colossal statue of Lincoln escaping his monument and a purple-pink giant octopus attack. At the imaginary "National Art Museum" (actually the National Gallery), the paintings and sculptures come to life; a Roy Lichtenstein girl turns her head and frets, a Pollock writhes in its frame. Admittedly the living paintings are stuff we get at Hogwarts, but the more modern art makes the effect new. Unfortunately, the more amazing moments are bogged down by plentiful two-shots of actors misunderstanding each other. A bit about the pharoah's "dress," actually a robe, might be funnier if it weren't coming in from a tunic-clad Ivan the Terrible.

Some of the basic storytelling is off, too—the hostage cowboy Jedediah urging Larry to rescue him from the villain instead of defying the villain, as heroic hostages have been doing in adventure movies ever since they began: "Don't worry about me! Save the world!" or words to that effect. Mostly what the film seems like is a series of very witty TV commercials interrupted by failed Saturday Night Live sketches. And South Park's Imaginationland DVD movie went so much further and wilder with the idea of a land of living symbols. Adams, though, keeps this movie awake; she does Amelia as a fast-talking screwball-comedy adventurer, modeled on Katharine Hepburn. As for the matter of Adams' splendidly tight khaki aviatrix britches, this space is far too refined to join in on the national moans of lechery. It's very much the "something for Dad" section of this kid fodder. One recalls the villainous Nicolas Cage's line to the departing Joan Allen in Face/Off: "I hate to see you go, but I love to watch you leave."

NIGHT AT THE MUSEUM: BATTLE OF THE SMITHSONIAN (PG; 105 min.), directed by Shawn Levy, written by Robert Ben Garant and Thomas Lennon, photographed by John Schwartzman and starring Ben Stiller, opens May 22.

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