It has been three years since "nutty" inventor Wayne Szalinski (Rick Moranis) shrunk his kids. He and his family have now relocated from California to Nevada and have welcomed a new son into the family, 2-year-old Adam. His wife, Diane, is going to help their daughter, Amy (Amy O'Neill) get ready for college, for which she is departing. As she is gone, Wayne is supposed to look after Adam and their oldest son, Nick (Robert Oliveri).
Nick has matured since the last film. He is more interested in guitars and has a liking for a girl he met at his job, Mandy Park (Keri Russell), although she does not feel the same way about him. Wayne takes Adam and Nick to his job as Sterling Labs, where he is the head of a project, even though Dr. Charles Hendrickson (John Shea) is trying to take over it. Wayne begins to experiment with an idea on a machine that can make objects grow. He uses Adam's toy, Big Bunny, as the test subject. As something goes wrong while Wayne and Nick are distracted, Adam gets out of his stroller, gets in the way of the machine, and is zapped. Suddenly, the machine breaks.
Later on, Adam begins to grow via electric waves from the microwave. Wayne and Nick try to take him back to the lab, but are stopped by Hendrickson. Diane (Marcia Strassman) comes back home and is shocked to find her son 7 feet (2.1 m) tall. She and Wayne drive to a warehouse to find his original shrink ray to shrink Adam back to normal size. While Nick watches him at the house, Mandy Park comes by. She sees Adam and faints. Nick then has her bound to a chair and gagged, to prevent her from running away and screaming. He unties and ungags her, only to find that Mandy goes hysterical, so Nick ties her up and gags her yet again. After Nick explains to her what happened and she finally calms down, Adam is then exposed to the television set, breaks through the walls of the house, and is loose on the streets, now 14 feet (4.3 m) tall. Nick and Mandy begin to search for him through the town.
At the warehouse, Wayne and Diane search for the shrink ray through tons of crates. They finally find it and leave to return home. Hendrickson finds out about the "big baby" and reports it to his boss, Clifford Sterling (Lloyd Bridges). He and law enforcers put Adam in a truck after finding him. Wayne and Diane return home with the shrink ray, only to find the boys gone. Adam breaks free from the truck when he grows to 50 feet (15 m) tall. Meanwhile, Sterling realizes what a good man Wayne is, fires Hendrickson, and gives his support to Wayne and Diane to shrink Adam back to normal size. Wayne suddenly discovers that Adam grows while he is near electricity, and Marshall Brooks tells him that Adam is headed straight for Las Vegas. After finding him, Nick and Mandy are mistaken for toys and he puts them in his pocket.
Now 112 feet (34 m) tall, Adam begins roaming the streets of Las Vegas. The citizens and visitors are stunned to see the gigantic baby inGodzillaesqe manner, but he seems to think that the likes of "Vegas Vic" and all the neon lights are some kind of playground for him. Wayne and Diane arrive in time with Sterling, but there is still a problem; Adam needs to stand still for twelve seconds for the shrink ray to work. In an effort to keep him still, Diane convinces Wayne to enlarge her with the shrink ray, stating that although Adam will listen to his parents, as he 'knows' that his mother is larger than him, he will not register her at his current size. Meanwhile, he has approached a Hard Rock Cafe and rips off the guitar from its sign. Hendrickson arrives via helicopter and proceeds to shoot him with tranquilizer cartridges. The first shot misses him, but the second hits the guitar, giving him a painful electrocuting shock, to which he starts crying. The once-panicked crowd below watches in sympathy for Adam's pain, realizing that he was not a menace but merely an innocent baby. Before Hendrickson has a chance to fire again, Diane (now enlarged) stops Hendrickson (and his pilot, who is only too glad as he never wanted to participate), and prevents Adam from being knocked out. She holds him still, and Wayne shrinks both of them back to normal size.
Afterwards, Hendrickson makes an excuse for shooting Adam, saying that the tranquilizer cartridges would not mean to hurt him, but Diane angrily punches him out. Meanwhile, Nick, now shrunk again by the ray, finally wins Mandy's heart. Adam is excited to see that his Big Bunny is now over fifty feet tall. As Wayne and Diane share a kiss, the credits roll.
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