Recent approaches have shown promises distilling diffusion models into efficient one-step generators. Among them, Distribution Matching Distillation (DMD) produces one-step generators that match their teacher in distribution, without enforcing a one-to-one correspondence with the sampling trajectories of their teachers. However, to ensure stable training, DMD requires an additional regression loss computed using a large set of noise-image pairs generated by the teacher with many steps of a deterministic sampler. This is costly for large-scale text-to-image synthesis and limits the student's quality, tying it too closely to the teacher's original sampling paths. We introduce DMD2, a set of techniques that lift this limitation and improve DMD training. First, we eliminate the regression loss and the need for expensive dataset construction. We show that the resulting instability is due to the fake critic not estimating the distribution of generated samples accurately and propose a two time-scale update rule as a remedy. Second, we integrate a GAN loss into the distillation procedure, discriminating between generated samples and real images. This lets us train the student model on real data, mitigating the imperfect real score estimation from the teacher model, and enhancing quality. Lastly, we modify the training procedure to enable multi-step sampling. We identify and address the training-inference input mismatch problem in this setting, by simulating inference-time generator samples during training time. Taken together, our improvements set new benchmarks in one-step image generation, with FID scores of 1.28 on ImageNet-64x64 and 8.35 on zero-shot COCO 2014, surpassing the original teacher despite a 500X reduction in inference cost. Further, we show our approach can generate megapixel images by distilling SDXL, demonstrating exceptional visual quality among few-step methods.