Taking place a short time after "Uncovered: Tales of the Naked Theater Part 1", "Uncovered: Tales of the Naked Theater Part 2" begins during another production from the theater troupe, only they are fully clothed and under new direction. Tsubasa, the director from the previous film, is still hung up on his muse Ageha, who has quit the troupe. Sora, a hot young new member of the group, aims to fill Ageha's shoes and throws herself at Tsubasa. She wants to be as good as Ageha, and will do absolutely anything to get her way. After an inspiring dream, Tsubasa finishes a script he's been working on, and sets out to convince Ageha to come back to the theater, even though her husband has forbade her to do so. Ageha must decide if she loves the theater, and Tsubasa, enough to risk it all and return.

Ageha is a shy girl, longing for something new to awaken her creative side. After seeing a performance by an eclectic local theater troupe that performs partially nude, she is offered by the director to come and audition for the next show. The rest of the troupe is far from thrilled for the new addition, and Ageha must learn to perform her part well and fit in with her peers, even if that means sleeping with a couple of them. The director of the show, Ren, begins to develop feelings for Ageha, further complicating the situation. Ageha must decide if the sacrifice is worth the reward, and if the sex is good enough not to quit!