This time round, the museum is about to be closed, with more interactive virtual tours, and all the models and exhibit are to be shipped to the archives at the Smithsonian, separated from the life-giving tablet, Larry may never see them alive again, while our protagonist Larry is a CEO of his own company and has left the night guard business, by the time Larry tries to put a stop to it, it is already too late and the models and exhibits have already been shipped.

Not one to give up, Larry along with his son, launch an audacious bid to find the exhibits and put a stop to the developments in the museum.

There is a scene reminiscent of the cargo scene in Raider’s of the lost Ark, where the exhibits are being loaded in cargoes, and for a second you could almost hear the same theme music, that was played in Raider’s of the Lost Ark.

Matters are complicated when Kahmunrah(played by the very talented Hank Azariah [The Simpsons], with an impressive English accent) the brother of Ahkmenrah wants the tablet to unleash his army of the dead and rule over the world.

There is a hilarious scene where Owen Wilson’s Jedediah Smith character along with Steve Coogan’s Roman Centurion Octavius go around attacking the enemy, by stabbing them with their little knives, it is an amusing scene, as it is shot with a tongue in cheek attempt at the slow motion battle scene in 300, they are going through the same motions, but the effect since they are so tiny is amusing to the audience, as the enemy only feels little nicks on their feet, it is brilliantly shot.

Love interest for Larry is provided by the fabulous Amy Adams(Charlie Wilson’s war) who plays Amelia Earhart the first woman to fly across the Atlantic.

Unfortunately the life giving tablet has fallen into the hands of Ahkmenrah who wants to use it to get out of the confines of the Museum and be able to live outside of it’s realms past the sunrise.

Ben Stiller (Tropic Thunder) plays Larry Daley the Museum guard with Jake Cherry playing his son Nick, Ricky Gervais(The Office) plays Dr. McPhee the manager of the museum.  Rami Malek plays Ahkmenrah, Steve Coogan as the miniature roman Octavius, Owen Wilson(The Wedding Crashers) as the cowboy Jedediah.

The always dependable Robin Williams plays Theodore Roosevelt, constantly on horse back and has his eye for Sacajawea played by the lovely Mizuo Peck.

Larry has to prevent many of the animated characters from causing havoc to the museum, notably a Capuchin monkey called Dexter, and he also has to tolerate one of the workers at the musuem Rebecca, who doesn’t take him seriously played by the lovely Carla Gugino(Snake eyes), after constantly having to battle wits with Dexter, Larry is amused when Rebecca the next day describes the Capuchin monkey as one of the most generous creatures.

The lead is played effectively by Gerald Butler( Dracula 2000), and the lovely Lena Headley(The Sarah Connor Chronicles) plays his queen Gorgo, David Wenham (Faramir in Lord of the Rings the two towers)plays Dilios, as well as Michael Fassbender(Azazel in Hex) as Stelios, and Rodrigo Santoro(Scarface the world is yours) as the arch nemesis Xerxes.

I was impressed by the direction, and the beautiful pictureque scenery. It seems everybody in there were in tip top physical shape, as I don’t recall a movie where everybody had a six pack. The ability to pump your blood in the mood of the spartans ultimate war with impossible odds against the Persians is what makes this enthralling.