Son of the Mask is a 2005 American comedy film directed by Lawrence Guterman and starring Jamie Kennedy as Tim Avery, an aspiring cartoonist from Fringe City who has just had his first child born with the powers of the Mask. It is the stand-alone sequel to the successful 1994 comedy film The Mask, an adaptation of the Dark Horse Comics character of the same name which starred Jim Carrey.


Ten years after the events of the first film, Dr. Arthur Neuman is giving a tour of the hall of Norse mythology in Edge City Museum. When Dr. Neuman reaches the part concerning Loki's mask, a man in black becomes increasingly anxious. Dr. Neuman mentions that Loki created the mask and unleashed it on Earth, and that those who wear the mask would have the powers of Loki. When Dr. Neuman mentions that Odin punished Loki with imprisonment, the stranger becomes very angry and transforms, revealing himself to be Loki. The tourists panic and flee, but Dr. Neuman stays to argue with the angry god. Loki takes the mask, but realizes it is a fake. In anger, he removes Dr. Neuman's still talking face from his body and puts it on the mask stand, before getting rid of the guards and storming out of the museum in a whirlwind of rage.

Meanwhile, the real mask, which was thrown in the river by Stanley Ipkiss and Tina Carlyle at the end of the previous film, makes its way to a town called Fringe City, not far from Edge City, and is found by a dog named Otis - who belongs to Tim Avery, an aspiring cartoonist at an animation company, is feeling reluctant to become a father. He has a beautiful wife, Tonya, and a best friend, Jorge. On a tropical island, Loki is relaxing until Odin confronts him and orders his son to find the mask. Loki asks Odin to help him, but Odin tells Loki that this is his mess and he has to clean it up. Later that night, Tim puts on the mask for a Halloween party, transforming into a party animal similar to the mask character from the first film. Tim notices Jorge's crush, Sylvia, standing alone in the back, eagerly confronts her and has her stripped out of her costume and into a skimpy red suit. Sylvia falls into Jorge's arms, which pleases them both. When the company party turns out to be a bore, Tim uses his mask powers to perform a remix of "Can't Take My Eyes Off You", making the party a success, and giving Tim's boss the idea for a new cartoon, resulting in his promotion the next day.

Tim returns to his house and, while still wearing the mask, conceives a baby. The baby, when he is born, has the same powers as Loki. Meanwhile, Loki is trying to find the child born from the mask, as his father Odin, possessing a store clerk, tells him if he finds the child, he will find the mask. Later, Tonya goes on a business trip, leaving Tim with the baby. Tim, who has been promoted at work, desperately tries to work on his cartoon at home, but is continuously disrupted by baby Alvey. In order to get some peace and quiet, Tim lets Alvey watch TV, which shows Michigan J. Frog. Alvey devilishly obtains the idea to mess with his father's head by using his mask powers. Meanwhile, Otis the dog, who has been feeling neglected by Tim because of Alvey, dons the mask by accident and becomes a crazed animal version of himself, who wishes to get rid of the baby, but all his attempts are overturned by Alvey. Tim starts to notice his son and dog's wild cartoonish behavior when Alvey starts harassing him.

Eventually, Loki finds the mask-born baby, and confronts Tim for the mask back, but is thwarted again and again by Alvey who uses his powers to protect his father. Eventually, Odin becomes fed up with Loki's destructive approach and strips his son of his powers. A seemingly-deranged Tim is later fired after failing to impress his boss during a pitch, but is able to reconcile and bond with Alvey. Loki, still determined to please his father, manages to complete a summoning ritual and appeal to Odin to restore his powers. Odin agrees, but only for a limited time, stating this as his last chance. Loki then kidnaps Alvey to exchange for the mask, but decides to keep him despite the exchange, forcing Tim to don the mask again to fight Loki. The subsequent confrontation is relatively evenly matched due to Loki and Tim-in-the-Mask possessing equal powers, prompting Loki to halt the fight, and suggest that they let Alvey decide who he wants to live with. Although Loki tries to lure Alvey to him with toys and promises of fun, Tim wins when he removes the mask and asks Alvey to come back to him using the human connection he has forged with his son. Saddened and enraged, Loki tries to kill Tim, but his time runs out and Odin appears in person. Odin disowns Loki, calling him a failure, and begins to banish Loki, but Tim confronts the powerful Norse god and tells him that "the most important thing in life is a relationship with your family", and Odin accepts Loki as a son, accepting the mask from Tim as well. Tim's cartoon, based on his own experiences of a boy and a dog competing for the father's attention (with Jorge playing the father via motion capture performance), is a hit, and Tonya reveals that she is pregnant again, and Alvey winks at the camera before the film closes.

Why It Sucks

  1. Poor grasp of the first movie. For example, a major plot hole would be that Otis is still wearing the Mask during the day when it only works at night.
  2. Also misses the point of the original movie, which was to do with the concept of a "mask" as the socially acceptable "face" that people wear over their true self; by putting on Loki's mask, you take off your own. This is replaced with nothing.
  3. Awkward acting.
  4. Painfully unfunny humor.
  5. Horrific CGI effects.
  6. Extremely flawed character design for Tim Avery as The Mask.
  7. Way too much close-ups and wide-angle lens at the actors.
  8. Bad music.
  9. Several of the scenes are too frightening for children and even adults.
  10. Pointless subplots where Tim's dog, Otis wants to kill the baby so that he can be the center of attention and Alvey wanting to drive Tim crazy enough to send him to a psychiatric hospital.
  11. Alvey hates his father for no reason whatsoever.
  12. Mediocre songs.
  13. Forgettable characters.
  14. Wastes the talents of Jamie Kennedy, Alan Cumming, Kal Penn, Bob Hoskins, Neil Ross, Bill Farmer and Richard Steven Horvitz.
  15. Ben Stein is only returning actor from the first film.
  16. Jamie Kennedy gives a really bad performance in the film and sounds like all of his dialogue is very whiny.

Redeeming Qualities

  1. The props, sets and costumes look pretty good.
  2. Alan Cumming gives a good performance in this film.
  3. Good 2D animation.
  4. There's one funny moment. The moment where Tim tries to get his baby to say "Dada" but then it speaks in a very low tough man voice saying "Mother." that is the only funny moment in the entire film.
  5. The ending was average.


The film received extremely negative reviews from critics and audiences. Richard Roeper stated in the Ebert & Roeper review, "In the five years I've been co-hosting this show, this is the closest I've ever come to walking out halfway through the film, and now that I look back on the experience, I wish I had." Roger Ebert stated, "What we basically have here is a license for the filmmakers to do whatever they want to do with the special effects, while the plot, like Wile E. Coyote, keeps running into the wall." Roger Ebert awarded the film as his fifth worst film of 2005 and he and Richard Roeper gave the film a "Thumbs down."

Box Office

The film had a budget of $84 million and the film only grossed $57.6 million worldwide. In the U.S., the film only grossed $17 million.

Awards and nominations

The film won the Golden Raspberry Award for Worst Remake or Sequel. Unlike the previous film which was more family-oriented, this film is blatantly for kids as the tone is much lighter and more comical than the first one. The film was widely considered to be a front runner for the Golden Raspberry Award for Worst Picture, but lost to Dirty Love.



  • Jack Black was offered the role of Tim, but turned it down.
  • In 1994, a contest was run in Nintendo Power for a chance to be an extra in the cancelled project The Mask II, which was unrelated to this film. The project was cancelled, and Nintendo Power issued a public apology to the contest winner in their final issue. Years later, the winner was revealed to be Nathan Ryan Runk, from Arbutus, Maryland. The film was technically on hold, so Runk could have chosen the role or money and merchandise. Runk, who was 12 at the time, chose the money, and received $5,000, a film crew jacket (which he later lost), and several Super Nintendo games, including Pilotwings 64 on Nintendo 64. Runk later claimed it was "absolutely the right call".
  • Following the release of the first film in 1994, Jim Carrey was asked to reprise his role of Stanley Ipkiss/The Mask and accepted the offer. However, he later decided not to star in the original version of The Mask II after doing Ace Ventura: When Nature Calls in 1995.
  • Jamie Kennedy actually regrets starring in this film and inspired him to do a film called Heckler in response to being heckled by someone who got mad at him for his performance in the film.
  • The film was in production for 10 years (from 1994 to 2004) and was reworked. It was announced too early and the original version of it was called The Mask II, but Jim Carrey decided not to do the role of the Mask.

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