The original Cars was a fantastic idea that was elegant in its simplicity. What better characters to highlight in a race than the cars themselves? Furthermore, what better life lessons for families to share than concepts like true friendship, taking one’s time and selflessness? Cars was an intimate story told through a memorable ensemble cast. Cars 2 is the polar opposite. It’s fast, frenetic and focuses on a character one wouldn’t expect amidst a cast of thousands. It’s also surprisingly more adult than the first film. Nevertheless, audiences of all ages will be wowed by the superb animation and clever universe – it’s just an entirely different kind of film than its predecessor.

British secret agent Finn McMissile (Michael Caine) is set to meet fellow operatives at an unknown location in the middle of the ocean when he stumbles upon rows and rows of oil rigs that shouldn’t be there. When he investigates, Finn discovers that the agent he was to meet has been killed, forcing Finn into a daring escape. Unfortunately, he doesn’t know who’s behind the secret drilling, so he enlists the help of technical agent Holley Shiftwell (Emily Mortimer) to meet with an American secret agent who has the information.

Meanwhile, Lightning McQueen (Owen Wilson) has just returned to Radiator Springs for some needed R&R with his friends, including the bumbling, but well-meaning Mater (Larry the Cable Guy). Lightning’s vacation is cut short when Mater challenges a foreign formula 1 racecar (John Turturro) to try to beat Lightning in a world grand prix hosted by the wealthy Miles Axelrod (Eddie Izzard) who has created a viable alternative fuel to hopefully do away with fossil fuels. Because the grand prix is international, Lightning’s and Mater’s paths cross with Finn’s and Holley’s and the British agents mistake Mater for their American counterpart, embroiling him in a web of espionage that not only threatens his life, but Lightning’s life as well.

Cars 2 is, by and large, a straight-up actioner. Sure, there’s a sizeable amount of time spent near the beginning to reacquaint the audience with their favorite characters, but once the plot is established the film really becomes a spy movie and does very little to deviate from it. Audiences expecting something simpler and more traditionally geared to younger audiences may be confused and disappointed. There are wholesome life lessons to be had here, but they mostly get tacked on near the end.

Despite the departure from the first film, young viewers will still love Cars 2. This film allows kids to feel like they’re taking part in adult themes while still being behind the safety of cartoony animation. Young moviegoers will marvel at the hair-raising stunts and near-death scrapes as explosions go off in the background and bullets ricochet off the foreground. Parents, on the other hand, may raise eyebrows at seeing cars with guns, blowtorches and other implements of death. One character is tortured and then executed. The violence is obfuscated, but it’s surprisingly there nonetheless.

The animation team does a fantastic job here and really pulled out all the stops. Not only is the animation superb, but the creativity behind all the details of the Cars universe is absolutely inspiring. Japan is recreated marvelously and seeing little things like capsule hotels created from moving, multi-level garages is a real treat. Furthermore, love or hate the action direction, the animators accomplished an impressive feat in translating something approaching a James Bond flick into a Cars movie. As a nice touch, Finn McMissile is an Aston Martin. Finally, like most animated films, Cars 2 looks spectacular in 3-D. It’s worth the money to see it with the extra dimension and the heavy action really takes advantage of it.

Considering the unexpected direction of Cars 2, it’s difficult to know who it was written for. On one hand, featuring Mater as the main protagonist and watching him bumble his way through danger will be a hit with the kids. On the other hand, young audiences won’t understand the plot swirling around alternative energy, which is critical to understanding the movie as a whole. The bottom line is that all audiences are going to have fun and will appreciate the movie, but not for the same reasons and perhaps not at the same time.