A two-dimensional (2-D) mesoscale numerical model is applied to simulate the January 28 cold-air outbreak over the Gulf Stream region during the Intensive Observation Period-2 (IOP-2) of the 1986 Genesis of Atlantic Lows Experiment (GALE). The model utilizes a turbulence closure which involves the turbulent kinetic energy (TKE) and dissipation (ε) equations and combines the level 2.5 formulations of Mellor and Yamada (1982) for better determination of the eddy Prandtl number. The modeled marine boundary layer (MBL) is in good agreement with the observations (Wayland and Raman, 1989) showing a low-level jet west of the Gulf Stream warm core and a constrained boundary layer due to the middle-level (2-4.5 km) stable layer. The MBL-induced single cloud and rain band first appears east of the Gulf Stream boundary, and then moves offshore at the speed of the circulation front. The front, however, moves slightly slower than the ambient flow. Removal of the tropopause does not influence the low-level circulation and the movement of the front. The speed of the front is slightly larger in the baroclinic downshear flow than in the barotropic flow. The results also indicate that the observed high cloud streets propagating downwind of the Gulf Stream may be related to upper-level baroclinic lee waves triggered by an elevated density mountain. The density mountain waves, however, become evanescent as the baroclinity (which gives a larger Scorer parameter) is removed. The modeled 2-D circulation systems are found to be sensitive to differing eddy Prandtl numbers, in contrast to the 1-D model results presented in Part I. Sensitivities become increasingly important as the clouds begin to interact with the MBL. A constant eddy Prandtl number of unity produces a more slantwise convection compared to that by the level 2.5 case. Cloud development is stronger in slantwise convection than in upright convection. The fastest development of clouds can be explained in terms of the conditional symmetric instability (CSI), which begins as the MBL baroclinity becomes sufficiently large.