In the twenty-odd years that Pixar Animation Studios has been cranking out award-winning, critically acclaimed, audience pleasing films for Disney, only two Pixar efforts have spawned a second sequel. The first was Pixar’s first, and by many accounts best movie, Toy Story. Now, a second film joins that exalted status, Cars, with its second sequel, not surprisingly called Cars 3. What is surprising to many, however, is that Pixar chose to lavish such attention on a franchise that’s never achieved the critical or audience acclaim of many other Pixar titles. Fortunately for Pixar and audiences, Cars 3, while not a Toy Story 3, avoids hitting the wall.

Cars 3 is set in the same bizarre alternate Earth as the other Cars films, one in which human or animal life is seemingly non-existent, but which is populated entirely by talking, sentient, very human-behaving cars and other motor vehicles. Quite naturally, auto racing of the NASCAR variety (although the film takes great care in not using any trademarked NASCAR properties) is the most popular (and seemingly only) sport. Since the first Cars film, the reigning champion has been Lightning McQueen (voiced by Owen Wilson), but several years have passed since we last saw Lightning, and time and technology have caught up to the champ. Now, an arrogant newcomer named Jackson Storm (Armie Hammer), backed by some state-of-the art technology, is the champ, relegating Lightning to has-been status.

It’s a new racing season, however, and Lightning’s longtime sponsor, Rust-Eze, has a new owner, Sterling (Nathan Fillion), a grownup racing fan boy, who has set up a state-of-the-art training facility to get Lightning back into shape. That includes virtual reality race courses and his very own trainer, Cruz Ramirez (Cristela Alonzo). Unfortunately, Lightning’s new training regimen doesn’t go well, and Sterling suggests that Lightning retire and go on the nostalgia circuit, acting as full-time spokesman for Rust-Eze. Lightning agrees on one condition, that Sterling sponsor him in the upcoming Florida 500, and, if he wins, he can continue racing.

Instead of spending time in Sterling’s facility, Lightning instead tries to go back to his racing roots, the small hometown of his former mentor Doc Hudson (Paul Newman). There, some of Doc’s old pals, including his former crew chief, Smokey (Chris Cooper), teach Lightning some old racing tricks that Doc himself used for Lightning to try out in the upcoming race. Cruz accompanies Lightning and reveals that she also wanted to be a racer but never got the chance. She keeps pushing Lightning to be his best and actually winds up beating him in some of the competitions they stage. Eventually, Lightning, accompanied by all his friends from the various Cars movies, arrives in Daytona for the big race.

Despite all its auto racing trappings, Cars 3 is a throwback to a common theme in a variety of sports movies, most notably every Rocky film since the first two, namely the aging athlete trying to hold his own against a younger competitor. It’s most similar to Rocky IV, in which the champ had to face a Soviet competitor aided by the latest technology. The theme may be familiar, but, to its credit, Cars 3 adds a few wrinkles, most notably the degree of racism and sexism present in the sport of auto racing and corporate America in general. A couple of Smokey’s old pals, Barnstormer Nash (Margo Martindale) and River Scott (Isiah Whitlock, Jr.) fill Lightning in on the difficulty that female and black drivers faced (although it’s hard to see how anyone could tell River Scott was black), while Cruz still has to deal with being shunted aside by her boss, Sterling. Naturally, Cars 3 comes down to the big race, and it’s here that the movie shows some real originality. Simply put without spoiling it, the ending is both completely expected and completely unexpected.

Cars 3 represents a complete about face for the franchise, abandoning the ridiculously misbegotten secret agent storyline of Cars 2 in favor of what worked the first time. The essence of the first movie’s appeal was the mentor relationship between Doc Hudson and Lightning. Cars was Paul Newman’s last scripted film, and the project meant a great deal to the actor, who had a lengthy history of his own as a racer. Fortunately, Newman left enough unused audio clips behind to allow the screenwriters to weave them into the film, and hearing Newman (aided by a voice double in spots) lends considerable poignancy to the overall movie.

 Paul Newman isn’t the only familiar voice brought back for Cars 3. Seemingly every other actor from the first movie who is still alive, including Bonnie Hunt, Larry the Cable Guy, Cheech Marin, John Ratzenberger, and Tony Shalhoub, show up in largely cameo appearances. The script struggles to incorporate all of them into the storyline, but not nearly as much as the filmmakers struggle to make the considerable amount of racing footage entertaining.

While lengthy, often silly chases are a staple of animated films, the competitive nature of auto racing limits the amount of goofiness and chaos generally on display. Plus, animated racing sequences simply do not have the same visceral excitement that live action sequences do. Cars 3 features the aforementioned Florida 500, plus other competitive races, practices on the beach and various other tracks, and even a demolition derby. The movie was directed by a veteran animated storyboard artist, Brian Fee, making his directorial debut. Whether it’s Fee’s lack of experience or the inherent difficulties in this particular subgenre, the racing sequences soon grow repetitive and boring.

Still, Cars 3 features the usual Pixar animation detail, far and away the best computer animation out there, and the film simply looks amazing, down to the tiny details that other studios often overlook. Plus, derivative or not, the storyline grows on audiences. Pixar has always shown a great ear for vocal talent, and Owen Wilson is perfectly cast here, while the supporting cast, especially Chris Cooper and Cristela Alonzo, fit right in. Finally, audiences get to hear Paul Newman one more time, adding on to the final signature role of many signature roles in his career. For those few moments alone, Cars 3 gets a pass to victory lane.