The film was written by Brian Sieve and stars Danielle Savre, Matt Cohen, David Gallagher, Mae Whitman, Renee O'Connor, and Tobin Bell.

Unlike the original film, which featured the Boogeyman as a supernatural being, Betancourt strove to present a more grounded and realistic version of the mythical creature.

Young children Laura Porter and her brother Henry witness their parents' brutal murder by a hooded man, whom they believe to be the Boogeyman.

Laura joins this group as he leaves, meeting the other members: nyctophobic Mark, germaphobic Paul, masochistic Alison, agoraphobic and commitment-averse Darren, and Nicky, a bulimic girl who fears extreme weight gain.

Paul accidentally consumes a cockroach while eating a bag of chips; he is given cleaning solution by a masked figure, and upon drinking it, burns a hole in his throat.

The hospital loses power, leaving Laura, Alison, Darren, Nicky, Dr. Jessica Ryan, and the receptionist Gloria in the dark.

Gloria goes to the basement to turn the lights back on, but once the patients return to their rooms, Alison is tied to her bed by the figure who places maggots on her arms, which burrow into the self-inflicted incisions in her skin, and she kills herself attempting to cut them out.

The Boogeyman chases Laura through the hospital; along the way she finds Gloria's body and Dr. Ryan, barely alive and mumbling in a trance-like state.

Boogeyman 2 was first announced in October 2006 due to the financial success of its predecessor with Jeff Betancourt, film editor of The Exorcism of Emily Rose, When a Stranger Calls and The Grudge 2, making his directorial debut and Brian Sieve attached as writer.

[11][12] O'Connor had visited her friend and producer Rob Tapert on the New Zealand set, where they discussed "the differences of having a supernatural demon versus a real person that can come in and be a threat.

Ten artisans and technicians were involved in creating severed heads, puppets, prosthetic makeup, and gore gags.

[18] The killer's mask was designed by Jerad S. Marantz,[19] and the Boogeyman itself was based on Betancourt's own childhood fears, with "skeletal things and bird corpses" as inspiration for its skin texture.

[29] Ryan Turek of ComingSoon.net criticized the story, characters, and lack of suspense, but found the film more entertaining than the original, with better acting than it deserved.

"[30] Tristan Sinns of Dread Central awarded the "textbook slasher" two out of five stars, criticizing it for not featuring the mythological Boogeyman and having unsympathetic characters but praising the death scenes as "rather creative.

"[31] Positive reviews praised the film for presenting a more realistic approach to the Boogeyman and eschewing CGI, both of which were considered improvements over its predecessor.

Shawn Lealos of CHUD.com gave the film a score of 6.8 out of ten, stating that it was "a very solid little horror flick that forgoes the ridiculous CGI and hokum supernatural aspects of the first movie, as well as the restraints of PG-13.

While he criticized the middle half as "uneventful," he felt that the film "recovers nicely for a surprisingly enthralling third act" and gave it 2.5/4 stars.