Pixar has always been good at making children’s films that cater just as much to adults. They deal with themes and emotions that are more universal, but the Cars movies are outliers to me. While they’re generally entertaining, they feel slight and ultimately forgettable by Pixar standards. Incredibly merchandisable, the Cars films are the most explicitly “for kids” of the Pixar oeuvre, which makes Cars 3 so unexpected. The sight gags and slapstick and car puns are all there, but thematically it caters to older people more than anyone else.

We open with car number 95, Lighting McQueen (Owen Wilson), kicking butt on the track. He’s top of his game, cocky as heck, sharing friendly jabs and pranks with his fellow racers. Then modernity comes crashing down on him. It’s a bigger concept than any one character, but it’s personified (car-ified?) by three characters. First and most prominent is rookie racer Jackson Storm (Armie Hammer), a highly trained and heavily engineered supercar, day-glow and sleek and blustery. He’s part of a new generation of racers, designed based on science and metrics. He leaves McQueen and his generation of racers in the dust. He’s also a total jerk, who claims to have been inspired by elder statesman McQueen, yet verbally shoots him down constantly. The second is Natalie Certain (Kerry Washington) an expert talking head on the news who views the sport through statistics and nothing else. In her view, Storm has a 99.9999% chance of winning any given race, based purely on his design. McQueen? Not so much. Then there’s Sterling (Nathan Fillion, whose voice I spent way too long trying to identify), the businesscar who has bought McQueen’s racing team. He’s ostensibly a fan who wants McQueen to race, but his mercenary business side says McQueen is better off as a brand than being on the racetrack.

All three of those characters are saying Old Man McQueen’s racing days are at an end. McQueen disagrees. From there, Cars 3 starts to follow the classic sports movie narrative of the veteran dude building himself up again so he can show the young upstarts how it’s done. McQueen initially opts for the new way, working in Sterling’s racing center with treadmills and virtual reality and a young trainer named Cruz Ramirez (Cristela Alonzo). This clearly isn’t working for him, so he starts trying to regain his old mojo through what he’s always known: racing in the real world, in sand and mud. Getting his wheels dirty, as he puts it. All of this has the makings of a grumpy, luddite “kids these days” bit of nonsense. Luckily, Cars 3 has other things on its mind.

The film resurrects the character of Doc Hudson (unused audio of the late Paul Newman) in the form of flashbacks, and brings with him themes of aging, obsolescence and the relationship between mentor and mentee. It deals with teachings being passed down through generations, and how shifting from the role you’ve become accustomed to can be a beginning rather than an end. It’s not exactly groundbreaking thematic territory, but it’s honest and optimistic in a very heartfelt way. The villain in Cars 3 isn’t a hotshot jerkwad of a racer or a mercenary billionaire, but the characters’ rut-stuck conception of who they are and what role they play in the world. This doesn’t just apply to McQueen, but Cruz as well, whose arc weaves some understated feminist themes into the whole thing. The relationship between McQueen and Cruz starts out as broadly comedic but becomes the heart of the movie. Where it goes actually has me interested in the idea of Cars 4.

The film is obviously gorgeous. Given that the characters are visually simple and made of potentially boring reflective materials, Pixar could have gotten lazy here, but that’s not Pixar. They’ve infused the character animation and settings with just enough detail to sell the premise of the franchise without dipping into distracting photorealism. It’s also my belief that Pixar is among the best in the business when it comes to action scenes, and Cars 3 reaffirms that belief. A highlight is a chaotic and hilarious demolition derby sequence. I won’t get too deep into it, but suffice it to say you won’t look at a school bus the same way again.

While I found the other Cars film competent yet forgettable, I suspect that Cars 3 will stick with me. It’s not at the top of the heap when it comes to Pixar’s filmography, but you can sense the thought and care that went into it. More than anything it’s a whole lot of fun, but it also deals with adult themes that I think are pretty alien to children’s cinema. It managed to bring a tear or two to this jaded guy’s eyes. I may even buy a lunchbox.