A novel two-dimensional (2D) beam scanning antenna array using composite right/left-handed (CRLH) leaky-wave antennas (LWAs) is proposed. The antenna array consists of a set of CRLH LWAs and a Butler matrix (BM) feeding network. The direction of the beam can be scanned two-dimensionally in one plane by changing frequency and in the other plane by switching the input ports of the BM. A four-element antenna array in the microstrip line configuration operating at 10.5 GHz is designed with the assistance of full-wave simulations based on the method of moment (MoM) and the finite-element method (FEM). The antenna array is fabricated and radiation characteristics are measured. The wide range 2D beam scanning operation with the angle from -30 deg to +25 deg in one plane by sweeping frequency from 10.25 GHz to 10.7 GHz and with four discrete angles of -46 deg, -15 deg, +10 deg, and +35 deg in the other plane by switching the input port is achieved.