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In theaters: May 22 Studio: 20th Century Fox Director: Shawn Levy Starring: Ben Stiller, Amy Adams, Robin Williams, Christopher Guest, Dick Van Dyke, Bill Hader The sequel to 2006's smash Night at the Museum picks up with all of the inhabitants of New York's Natural History Museum packed up for a move to Washington, DC's Smithsonian Institution, unaccompanied by beleaguered night guard Larry (Stiller), now an entrepreneur who's "very successful but not happy," Levy says. The museum's exhibits, including Roman emperor Octavius (Steve Coogan), Teddy Roosevelt (Williams), and cowboy Jedediah (Owen Wilson), are headed for the nonexistent "Federal Archives," conveniently located under the National Mall and adjacent to most of the Smithsonian's 19 museums. (Of them, the iconic Smithsonian castle and the Air & Space Museum figure most prominently here.)

And, of course, they have a bad habit of coming to life at night along with some new historical friends, such as Amelia Earhart (Adams), General Custer (Hader), and Ivan the Terrible (Guest). "It's his relationship with Amelia that helps Larry find his way home," Levy reveals. There's an Edward Scissorhands thing going on in this bittersweet romance between Ben and Amy.

Like the first film, Battle of the Smithsonian will be also see an IMAX release, which delights Levy. "I wanted it to be thematically stronger and visually bigger than the first movie, an expanded spectacle."

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