Muon has emerged as a promising optimizer for large-scale foundation model pre-training by exploiting the matrix structure of neural network updates through iterative orthogonalization. However, the orthogonalization quality of Muon hinges on the number of Newton--Schulz (NS) iterations performed, which poses efficiency challenges due to its non-trivial computation and communication cost. We propose Muon$^2$, an extension of Muon, to improve both quality and efficiency by applying Adam-style adaptive second-moment preconditioning before orthogonalization. Our key insight is that the core challenge of polar approximation in Muon lies in the ill-conditioned momentum matrix, of which the spectrum is substantially improved by Muon$^2$, leading to faster convergence toward a practically sufficient orthogonalization. We further characterize the practical orthogonalization quality via directional alignment, under which Muon$^2$ demonstrates dramatic improvement over Muon at each polar step. Across GPT, LLaMA, and Mixture-of-Experts pre-training experiments up to 13B parameters, Muon$^2$ (and its memory-efficient variant Muon$^2$-F that preserves most of its benefits) consistently outperforms Muon and its variants while reducing NS iterations by 40%, and saves up to 1/4 training time over Muon when achieving the same loss.