Raymond Lembecke is a con just out of prison after serving time for selling drugs for his mob boss Tony Vago. (Lembecke was innocent and took the rap for Vago.) Lembecke thinks Vago owes him big time so, when his former boss gets him a measly job in a warehouse, he decides on revenge and plans to steal a million dollars worth of drugs from him.
Following on from the plot of the last movie, babies can communicate with each other using 'baby talk', and have an innate knowledge of the secrets of the universe. The baby geniuses become involved in a scheme by media mogul Bill Biscane (Jon Voight). Helping the geniuses is a legendary superbaby named Kahuna. He joins up with several other babies in an attempt to stop Biscane, who intends to use a state-of-the-art satellite system to control the world's population.
Ace assassin Frank Kitchen is double crossed by gangsters and falls into the hands of rogue surgeon known as The Doctor who turns him into a woman. The hitman, now a hitwoman, sets out for revenge, aided by a nurse named Johnnie who also has secrets.