Cars 2 is the rare Pixar film that feels like a mess. So many times, you wonder how they are going to balance the different aspects of their next summer hit, but by the time the credits roll you no longer question it. With Pixar's latest, I still had trouble deciding why they would go in so many various directions all at once. The core audience is going to have a blast, there is little doubt. If you have a young boy, and you collect those little cars, you have a lot more to deal with and it will be shoved down your throat starting with this gorgeous, often funny package. But these days, I expect more from Pixar. My review after the jump.

The first Cars gave a lot of people problems because it was the first from the do-no-wrong company that didn't have the same emotional story. Something was missing, although there was a powerful underlying storyline about a town left in the dust of a super highway. Pixar has always felt like they enjoyed being that scenic route. Something different. Cars 2 feels like it is just another stretch on the super highway. There's nothing wrong with it because it gets you where you're going, but I miss the small details and the sheer enjoyment of something a little different that I don't find at many other places.

When I see Luxo Jr. bounce across the screen, I feel confident that what I am about to enjoy is not only full of humor but a blend of heart-warming story as well. I can smile appreciatively at the multitude of jokes that hit with kids barely able to spell, on through the generations. Pixar has felt like they understood that if they aimed just for kids, parents would not enjoy their time in the theater. Why not cater to both young and old; after all, these are grown adults making these films, so they have to try and enjoy what they make at the end of the day. These are family films, and they realized that didn't mean only the lowest common denominator mattered. Yet Cars 2 feels like they lost that edge. That spark that said, “Let's be more than just disposable entertainment that you laugh at and forget the next day.” Cars 2 has nearly every staple that you look for in a Pixar film; gorgeous animation, grand scope, tons of humor, and memorable characters. But this time around they seem to have forgotten that heart-felt story. Oh, it's there, but it's a whimper instead of a nail through the ticker and there is a troubling amount of darkness within a film that feels so lighthearted everywhere else.

Lightning McQueen (Owen Wilson) has been conquering the Piston Cup for four straight years and is finally taking a break from the action. His first stop, of course, is to see his best friend Tow Mater (Larry the Cable Guy) and the Radiator Springs crew. However, McQueen's happy vacation is put on hold when he stands up for his friend and accepts the challenge of Francesco Bernoulli (John Turturro) to compete in billionaire oil tycoon-turned-environmentalist Sir Miles Axlerod's (Eddie Izzard) World Grand Prix. During the trip, McQueen's patience with Mater is tested and the two have a falling out that propels them in different directions. While McQueen tries to focus on defeating his rival in three international races, Mater is unwittingly sucked into the perilous world of espionage. Secret agents Finn McMissile (Sir Michael Caine) and Holley Shiftwell (Emily Mortimer) help Mater in their quest to discover who is behind a dangerous plot to sabotage the races. With the stakes rising as each new discovery is made, Mater will have to take an unlikely stand and show he is skillful in his own way.

John Lasseter returns to co-direct the film, joining Brad Lewis this time around in giving life to Ben Queen's screenplay. The film starts off flexing it's spy film muscle, following McMissile as he discovers a cornucopia of hidden oil rigs. That's when we learn the unfortunate demise of the first car in the film. This is the first hint that the sequel has a dark tinge to it that might get a fairly large reaction. Nothing is shown, but the devastating results are clear in the end result. Yet the film doesn't leave that as the only instance of permanent devastation. Another key part of the opening sequence is that the film's chase sequences show the flair that Pixar puts into the action sequences. Everything is choreographed in a harmonious dance of destruction and intensity that keeps the action in focus and your head above water. Sometimes you find yourself jarred by the simple fact that these are cars performing the sequences and not human or human-like creatures with legs. The planning that had to go into the chase scenes and the film as a whole makes one wonder if a few staff members ever stopped and thought why they couldn't have simply done the film with humans instead.

But the thrill of the Cars franchise is seeing these anthropomorphic vehicles perform as if they were as nimble as cats. Which brings me to another one of my problems. As fun as they have working on the chase sequences, the races themselves feel like a tease. They set them up, and show you glimpses of the action. For long stretches, you might even forget a race is going on in the background. The caveat here is that motor sports have built in drama if you can appreciate the precision and skill of the drivers merely navigating a course close to perfection, and the sense of danger that comes with pushing a vehicle to its limits. Without crashes or excessive passing that would feel overly fake, it's hard to make a cartoon race thrilling. The other reason the races are mere diversions is because the film takes the focus away from McQueen and puts it squarely on Mater. Immediate grumbles may arise, and I'm right there with you. Mater is a sideshow, and not someone I want to follow around for an entire film. He is aggravatingly stupid and if they hadn't partnered him with McMissile and Shiftwell, it would have been a real chore to sit through the film.

The other drawback to placing the focus on Mater is that McQueen and Bernoulli's sparring of words never gets the treatment it beckons. Turturro may have turned in some of his best work in years here, and his over-the-top Italian accent and demeanor brought a constant smile to my face. He owns the scenes he is in and has some of the best lines in the film. Turturro seems to relish the jabbing and back and forth head games that goes on in real life racing at times. In addition, the constant reference to his open wheel platform is a creative touch that is played up to its full potential. This is one of those moments where the writers honed in on a joke and pounce, repeatedly, and I'm still left wondering what it even parallels to our own world yet have to acknowledge that it works. In fact, the entire Italian cast of cars is a delight. McQueen's pit crew from Radiator Springs  joins him, and Guido and Luigi ham it up and have some of the best moments in the film. Additionally, Mortimer and Caine are also worthy additions to the franchise, though their long-term inclusion is vague. Both play their roles straight as can be, which helps bring a balance to Mater's antics at times. McMissile's numerous gadgets are also a fun touch that serve practical and impractical purposes.

While those gadgets harken back to the great spy films of yore, the danger and results feel odd in this silly film. There is no grounding storyline that makes the film feel like more than a diversion but it doesn't stop the inclusion of truly dark moments. To have a torture scene ultimately culminate in the demise of a car seen slightly out of focus in a reflection feels far too heavy for this sort of film. Weren't we just laughing about Mater eating a hefty amount of wasabi that he thought was pistachio ice cream? Didn't he just have a lengthy bathroom stall joke go on while a bone-crunching fight with obvious repercussions occurs outside? All of these juxtapositions are jarring. There is no happy thought about them still surviving; these characters are clearly gone.   Working on that same theme, one of the highlights of the original film was Doc Hudson, voiced by the late Paul Newman. Pixar shows true class by giving his character an honor in the film that doesn't ring hollow in the slightest. Smart and poignant, it makes a lasting change in the Cars franchise that only those old enough to know will recognize.

One aspect that hasn't changed is the meticulous level of detail that the world and the cars have. Dynamic reflections as the cars move their mouths can be clearly seen and the sheer diversity of vehicles this time around is mind-boggling. If you are a fan of automobiles, Cars 2 is a treat to the eyes. Many silhouettes are instantly recognizable, even if they don't badge the cars or name them properly. There is even a fun running theme that many of the older generation will likely enjoy quite a bit. For those Pixar buffs that love to find the hidden cameos, there are quite a few Easter eggs hidden within. As for the 3D, the film cranks up the colors this time around and the glasses don't seem to hinder the brightness of the animation. Everything is crisp and the animation is given tremendous depth and detail at times. There are even flying scenes that pronounce the depth of field, but the film may be a little too busy at times to truly reward those that spring for the extra dimension. If you're into 3D, go for it. If you are still one of the many holdouts, even on animation, there isn't much to convince you otherwise. Additionally, the score by Michael Giacchino lacks a focused, recognizable theme. There are moments that shine, especially during the espionage moments where the combination of the pulse-pounding drama and his feel for tone are synergistic. Giacchino may be a victim of his own excellent record; the score is less than what is expected.

So often, Pixar delivers on more than just entertainment. Cars 2 has plenty to enjoy. There are at least a dozen laughs that had then entire theater rolling, and the film is definitely funny. Most of it is low-brow humor and slapstick, but some of it is a home run no matter your age. If Mater's sense of humor rubs you wrong, you will live for the moments he isn't on screen—which are few and far between. On the plus side, the final twist is hidden well and caught me off guard. I hardly ever try to figure out a film's ending before it comes, so your results may vary. There are also running themes of friendship and alternative fuel, and while the former attempts to be the staple of the movie, the latter is never given any real bite. Mater has a complete character arc and it's nice to see him play something more than just the fool, but none of this really had a lasting effect. You will remember the explosions, the chase sequences, and the hilarious Bernoulli. You might even remember the darker moments, which definitely stuck with me. But the film is ultimately disposable entertainment. In it's own right, it manages to best many of its competitors, but placed next to Pixar's stunning cache of films to date, it feels like a short bloated into 118 minutes. And speaking of shorts, Hawaiian Vacation showcases the ease Pixar has with the Toy Story brand. Ken and Barbie are the focal points, and it might be the funniest short to date though it is too early to tell where it will place in my ranking of their shorts for pure enjoyment.

I would love nothing more than to say that Pixar has done it again. That they delivered a film that has heart and entertainment and surpasses the original. Cars 2 is funnier and the scope is enormous, but for me the two films will still jockey for position at the bottom tier of this illustrious company's catalog. Where the original merely nudged a storyline along and failed to capitalize on a true heart-breaking story of Route 66, Cars 2 feels like they were simply focused on more action, more laughs, and more cars. There are worthy additions to the lineup of characters, but the old Radiator Springs gang are often relegated to second stage. This is Mater's film, and he is the ultimate deciding factor in how much you will take away from the film. The grimmer portions of the film feel like too much, but the ride is still enjoyable. What you expect and what you want from Pixar is how the film will play for you. The company is celebrating its 25^th anniversary, and I just can't help but feel this is a step backwards when they have been known for making so many dramatic leaps forward.

Grade: C+