As the Best Exotic Marigold Hotel has only a single remaining vacancy - posing a rooming predicament for two fresh arrivals - Sonny pursues his expansionist dream of opening a second hotel.

Lights, camera, action!: Angelina enters a movie making contest. She decides to make a weepy melodrama with herself in the starring role. Anya's visit: Angelina's best friend, Anya, comes to visit and becomes the center of attention. Henry's halloween: Henry is convinced he's seen the fabled Chipping Cheddar witch in the village. Sammy's club: Sammy and his friends won't let William join their downhill racer club.

Arrogant, self-centered movie director Guido Contini finds himself struggling to find meaning, purpose, and a script for his latest film endeavor. Ten days away from the start of principal filming of his latest movie--ambitiously titled "Italia"--he has no idea for the movie at all. Escaping all the pressure at a seaside resort, he thinks about the women who have shaped his life: Mamma, judgmental but affectionate; Luisa, cherished yet under appreciated...

It's the night of the Jellicle Ball and all these tinier-than-usual cats present themselves to Old Deuteronomy in hopes of being chosen to make the journey to the Heaviside Layer where they will be reborn, to live a new -- and hopefully better -- life. But someone is trying to eliminate the competition.