Following the events of the previous film, Fay Grim (Parker Posey) has spent four years in custody for alleged terrorist activities and is transferred to a federal penitentiary to serve a life sentence. Her son, Ned Rifle (Liam Aiken), has been placed in witness protection with a devoutly Christian family, the Gardners: Daniel (Martin Donovan) is a Reverend, Alice (Karen Sillas) is a homemaker, and sister Clair (Melissa Bithorn). As Ned turns 18, he is ready to leave his adopted family. As they celebrate with cake, the family gives him a bible as a present. Back in his room, Ned looks through the bible and finds that Clair left him a nude picture of herself for him. Daniel tries to talk Ned out of leaving, but Ned says after praying, this life is not for him. Daniel hands Ned an envelope full of cash and asks Ned if hell retain his new identity, to which Ned says he will. Daniel asks Ned what hes going to do.
Ned says hes going to find his father, Henry (Thomas Jay Ryan), and is going to kill him for ruining Fays life. Daniel says that he was going to tell Ned to go in peace. Ned says that's not likely. Ned leaves. Ned goes to see his mother, Fay, in prison. Fay asks Ned different things, including if he has a girlfriend. Ned explains that he is staying chaste.
Ned explains that God wants him to stay a virgin until marriage. Fay is surprised that Ned is religious. Fay explains that her life in minimum security is better than where she was. She also mentions that a big publishing company is willing to pay her $1 million for her autobiography. She says that a young woman comes to see her every week and helps her to write the autobiography. Fay explains that the company has set up an account for Ned to have access to the money, since Fay cannot earn the money herself because she is in prison. Ned asks Fay where his father is.
She thinks he is in Russia, but wants Ned to forget about him. Ned says he believes his father should die, but Fay believes that no one deserves to die. The bell rings for the end of visiting time. Fay tells Ned to go see his Uncle Simon (James Urbaniak), so that he can get the information needed for the account and the money. Fay tells Ned not to forget about her. Ned says he wont, but that he might have to be away for a while. Ned goes to Simon's hotel room.
In the lobby, a young woman, Susan (Aubrey Plaza), is there reading a book. She takes note of Ned as he is directed to Simon's room. Simon tells Ned that he is glad that he came. Simon gives Ned the bank card with the pin number for the account. He goes to the lobby and talks to the man at the front desk. Ned asks if there are any rooms available in the hotel for a 2-3 night stay. Susan is still in the lobby, noticing Ned. Ned leaves to go to an ATM down the street.
Susan follows after him. Ned accesses his account and notices how much money is in the account, saying that's a lot of money. Susan notices as she walks by unnoticed. Ned stops by a pizza joint and grabs a slice and sits down. Susan comes into the pizza joint too and sits down right next to Ned. Ned asks her if she is also staying at the hotel.
She says that she hangs around there. Ned says that he is not interested in whatever she is selling. She asks him if he thinks she is a prostitute. Ned is embarrassed and moves to another table. Susan follows him and sits down at his table.
He asks her what she wants and she says that she wants to meet Simon. She explains that she has hung around the hotel for weeks, but he never leaves. She wants to talk to him about a thesis that she wrote on his poetry. They officially introduce themselves to each other and Ned shares his pizza with her.
He asks her where she is staying, to which she responds around. They go back to the hotel and Ned asks the attendant if they have an available room for her. The attendant says that Ned got the last single room, but that there is a room with two single beds. Ned asks Susan if that is okay, to which she says it is.
Later that night, after Susan goes to bed, Ned goes to Simon's room and talks him into meeting Susan. He asks Simon if he knows where Henry is. Simon says that Henry is in Seattle. He knows this because of a particular person who leaves weekly comments on Simon's blog attacking his characters. Based on the inventive weekly insults, Simon concludes that it is Henry. Ned goes back to the room and notices Susan sleeping in her bra and underwear. He covers her up and goes over to his bed.
Beside his bed, he gets down on his knees and begins to pray. Susan wakes up and notices Ned praying. When Ned is finished, she pretends to be asleep. The next day, Susan is preparing for her meeting with Simon. She goes to Simon's room and Ned goes to get his suitcase. He tells the attendant at the front desk to make sure he tells Susan that the room is hers for the next two days. Ned takes a taxi to the airport. During their meeting, Simon lets it slip that Ned is the son of Fay Grim and Henry Fool.
After the reveal, Susan gathers her things and goes to the front desk attendant. He tells her that Ned is gone and that she has the room for two days. She asks him where Ned is, and he tells her that he saw Ned hail a cab. She grabs his suit, wanting more information. He says he might have heard Ned say something about LaGuardia airport. Susan goes to the airport, where she spots Ned. Ned tells her the room is paid for a couple of nights. Susan says she knows, but that she likes Ned.
She asks if he has a girlfriend, but he tells her to stop. She tells him that she knows she is older than him, but she tells him that shes fun, knows different languages, and doesn't do drugs. In the middle of her sentence, Ned puts his finger over her mouth and allows her to come along with him. In Seattle, Ned and Susan have gotten a hotel room. She tells Ned that she doesn't have any clothes and he gives her money to go buy some for herself. He goes to meet someone. On his way out, Ned pulls out a gun and loads it with bullets. In prison, Fay calls Simon and asks if Ned came to see him.
He says that he did. Simon asks Fay if Henry ever talked about the girl that he sexually molested, which led to him going to prison. Fay says no. Simon tells her that the girls name was Susan and he believes that he met her. Fay tells him that the young woman who helps her write her autobiography, her name is Susan too. They both conclude that it is the same girl. Ned and Susan visit the bookstore that Henry works.
One of the employees tells Ned that they fired Henry and he can probably be found at a strip club down the street. He also says that Henry was friends with a guy named Bud, who can also be found at the same club. Once they get to the club, the bouncer does not let Ned in because he is underage. Susan offers to go inside. He tells her to find Bud.
She goes inside and finds Bud. He agrees to talk to Ned, but only if he buys him lunch and some beer. He agrees. Bud tells Ned that Henry took a job as a test case with a pharmaceutical company in Portland, Oregon. After they talk, Bud asks Ned about the booze that he was promised.
Ned says that Susan should be back with it at any moment. Ned tells Bud not to tell Susan what they talked about and Bud agrees. Ned leaves. He goes out to buy a used car.
Susan comes back and asks Bud where Ned is. He tells her that he has been writing a poem about one of her thighs. He says that he needs to touch her thigh for 60 seconds. Before he can, she asks him again where Ned is.
He immediately spills and tells her about the pharmaceutical company in Portland. She then lets him touch her thigh. Simon goes to the publishing house that Susan works for and inquires about her history. The boss at the publishing house explains that Susan used to write movie reviews and developed a following because she always linked her reviews to Simon's poetry.
She became popular due to her obsession with Fay and the Grim family. So when the opportunity for the autobiography came up, he immediately assigned her to it because of how well-read she is on them. When he went to tell Susan about the opportunity, he found out that she was in a mental hospital. She was having a nervous breakdown due to Columbia University refusing to grant her a diploma. It is also revealed that she stabbed her academic advisor. Daniel stops by the prison to visit Fay. He tells her that he is Ned's adopted father while he was staying with them in witness protection.
She says she knows who he is. Daniel tells her that because Ned loves her, he is going to kill the man he thinks is responsible for putting her in prison. Ned goes to the pharmaceutical company, where the representative for the company believes that Henry is one of the volunteer test subjects that is currently there at the company. He also explains that Henry has been having delusions due to the experiments that he has undergone. The rep tells Ned that the delusions that Henry has been having has convinced him that he is the devil.
Suddenly, the glass that Ned is holding cracks and bloodies his hand. Simon returns to the hotel and asks the attendant if he has seen Susan. He tells Simon that she went after Ned. He also tells Simon that he has another guest: Daniel. The pharmaceutical rep tells Ned that he will try to convince Henry to leave of his own free will.
As he is about to leave, Ned sees Susan waiting for him. She tells him that she wants to help him, but he refuses her help. He tells her about his father being there at the company. He changes his mind about letting her help. The rep takes Ned and Susan to see Henry. Upon seeing him, Ned recognizes Henry. He tells the rep that he will come and talk to Henry tomorrow.
They head to a nearby hotel. While there, the manager tells Ned that all they have is a room with a single bed. He takes it. That night, Susan tells Ned to come to bed. He says he has something to do. She asks if hes going to pray. He says yes. She tells him that hell have to explain that to her one day.
He goes outside to pray. The next morning, Susan gets up and discovers Ned has slept in the car outside. She looks through his suitcase and discovers the bible, along with Clair's nude picture. She puts it back and also notices Ned's gun, along with a single bullet. Ned goes to see Henry. He is in the library. Ned asks Henry if he recognizes him. When Henry says he doesn't, Ned reveals who he is.
Henry says he assumes Ned is there to kill him. After a lengthy conversation, Henry reveals that the delusions are a sham and that he can stay there as long as the doctors believe that hes seeing things. Ned tells him that Fay wants him to bring Henry home. After telling Henry about the money from the autobiography, Henry agrees to go.
On their way to the hotel, Henry tells Ned to pull over so he can pee. When Henry is peeing, Ned pulls out his gun out of the suitcase. He points the gun at Henry and pulls the trigger, however he finds the gun to be empty. Back at the hotel, Ned is about to confront Susan (since he knows she took the bullet out of the gun), but is interrupted by Henry. Henry talks to Susan. During their short conversation, Henry tells Susan that she reminds him of somebody, but he cannot remember who it was. They drive for a few hours. When they stop for the night, Susan notices the gun (which Ned laid on the floor of the car).
She sticks it in her purse. When they get to the front desk, the woman there tells Ned that all they have is a single room with a bed along with a suite. Ned lets Henry have the suite and him and Susan take the single room. Ned gets mad at Susan because of the bullet incident. He gives her his wallet and tells her to get lost. Ned goes out to a nearby church to pray. When he is gone, Susan goes to Henry's room and gives him the gun and bullet. She tells him that Ned plans to kill him.
Susan takes Ned's bank card and takes off with Henry. Ned calls Simon, where he learns about Henry's incident with Susan. Simon tells Ned that Susan might do harm to Henry. Ned is about to cancel the bank card, but instead rethinks it as he can learn where Susan is (due to wherever she uses the card). Susan and Henry stop at a supermarket. There, Henry starts to remember Susan. She asks him why he didn't come back for her.
He explains that it was because he was prison and when he got out, he would have had to get written permission from the governors office and if he could prove he had gained lawful employment before he could enter the state of Ohio. Henry admits that he took advantage of her, but Susan says that she wanted him, so he didnt take advantage of her, even though she was 13. She tells him that she was in a psychiatric hospital because she was in love with him. Ned is on the phone with a representative from the bank. The rep tells him that the card was last used at a supermarket. Susan and Henry go back to their motel room. Susan explains to Henry that the reason she stabbed her advisor was because she was sleeping with him and then he double-crossed her and rejected her dissertation.
They eventually sleep together, but while doing so, make a large amount of noise that attracts the attention of the management. They also happen to knock over a bag of ice onto the floor. In the morning, Henry leaves Susan while she is sleeping. He hitches a ride with a couple and leaves just seconds before Ned pulls into the motel parking lot. Ned knocks on the door of Susans room. She gets up and notices Henry isn't there.
Down the street, Henry has second thoughts about leaving Susan, so he gets out of the car that hes hitching a ride with and heads back to the motel. The management spots Ned knocking on Susan's door and he comes out and says that he doesn't want any trouble. Ned explains that he is just waiting for his friends. Inside, Susan is getting Ned's gun out and loads it with the bullet. Ned waits in his car and eventually takes falls asleep. A police car arrives at the motel as Henry comes back. Henry walks over to Susan's room, but before he enters, Ned wakes up and calls out to his father.
Henry spots Ned and rushes inside the room. When he enters, Susan shoots him accidentally. She thought it was Ned entering into the room. The police officer hears the shot. Henry comes stumbling out of the room and falls to the ground. Ned gets out of the car and goes to his father.
Henry tells Ned, Save her. Ned goes into the room and sees Susan. She puts the gun to her and pulls the trigger, but the gun is empty. She spots a knife on the table. Ned spots it too.
He goes to stop her. He grabs the knife first, but slips on the ice that was spilled. He falls against the wall with the knife in his hand and Susan, lunging towards Ned, falls into the knife. Ned goes into shock. Susan stumbles out and sits down next to Henry. Ned comes out with his hands up as the police arrive.
He goes over to Henry, to which his father tells him to run. Ned says no. Susan and Henry succumb to their wounds. The film ends with Ned looking at the police with his hands up. THE END.