The first Inside Out is my favorite Pixar movie, full stop. The central conceit of the emotions that live inside of a young girl’s mind kind of lends itself to a sequel. A sequel that would explore how her emotions evolve as she grows up. And yet, because sequels can have that sequel reputation, I was a bit skeptical about Inside Out 2, for a few reasons. Firstly, director Pete Docter, Pixar’s chief creative officer and director of the first film, would not be returning to direct this sequel. Director Kelsey Mann, longtime member of the Pixar creative team, would be making his directorial debut here. Also a strike against this film was the salary dispute that led to two crucial voice actors being recast – Mindy Kaling as Disgust and Bill Hader as Fear, would not be returning for the Inside Out sequel.

Having said all of this, it’s a bit of a miracle that Inside Out 2 works as well as it does. Luckily, we have a continuation of this story that is every bit as special, creative, intelligent and emotionally compelling as the first. It’s the rare sequel that expands on the concepts of its predecessor in compelling, poignant ways that somehow feel necessary. And we leave this one feeling like there are many places this story could go as we follow our heroine in future entries in the story of her life.

We are re-introduced to newly minted teenager Riley (Kensington Tallman), who previously had a difficult time adapting to her new life after her parents (Diane Lane and Kyle McLachlan) moved from Minnesota to San Francisco for her dad’s new job. We check in with the five core emotions in the Headquarters of her mind – Joy (Amy Poehler), Sadness (Phyllis Smith), Anger (Lewis Black), Disgust (Liza Lapira, taking over for Kaling) and Fear (Tony Hale, taking over for Hader). And Riley’s emotions have figured things out as Riley’s life has become less chaotic.

And suddenly, all descends into chaos when Riley enters puberty and a group of Mind Workers demolish Headquarters, making room for new emotions Anxiety (Maya Hawke), Envy (Ayo Edebiri), Ennui (Adèle Exarchopoulos) and Embarrassment (Paul Walter Hauser), who suddenly show up and quickly begin to take over. Anxiety begins to take control of Riley’s mind, thwarting the original five emotions away from Headquarters, sending them on a journey where they must find their way back before Anxiety becomes an anxiety disorder, essentially.

The voice performers here are once again doing phenomenal work. It’s hard to imagine anyone besides Amy Poehler as Joy, Smith as Sadness or Black as Anger, and all three get some really fun material to work with. Liza Lapira and Tony Hale fit into the roles of Disgust and Fear in a way that somehow feels seamless. Maya Hawke turned out to be deeply inspired casting as newcomer Anxiety. She’s hilarious, full of energy and a little terrifying. Anxiety is preparing you for what could happen in the future, but she can also cause a full on mental breakdown. Ayo Edebiri and Adèle Exarchopoulos are really fun as Envy and Ennui, respectively, but it would have been nice to get a little more of them.  We also get some really fun moments with our core five, especially Lewis Black as Anger.

One significant aspect that brings Inside Out 2 far and above the quality level of your average sequel is how this creative team took the opportunity presented to them and found ways to deepen the story the original film was telling, but are also constantly adding to it in meaningful ways. Inside Out 2 understands the complexity and messiness of getting older, and how your life becomes more challenging as you mature. The tone and script feel more mature than the first Inside Out, and there’s so much universal truth about the way our lives evolve as we discover the world around us is more complicated than we originally thought. The emotions in Riley’s mind are constantly working overtime to adapt to the challenges presented to them, and this sequel feels true to life in ways that anyone can relate to.

The script by Meg LaFauve (returning from the first film) and Dave Holstein is tight and inventive, the animation and character design is stunningly beautiful, and the score by Andrea Datzman (taking over for the great Michael Giachino) is terrific. It feels like a cliché to say there is more here for adults than there is for kids, but the magical thing about this kind of Pixar movie is that there really is something here for everyone. Kids will be entertained by the wall-to-wall jokes that aren’t condescending to them, and will love the vibrant colorful design, and parents will once again be reduced to tears, remembering how this time in life felt, and how much of it still feels true in adulthood. There is so much here to cherish, appreciate and feel deeply on a number of different levels.

It feels like something of a miracle that this sequel escapes so many of your traditional sequel problems, and there seem to have been some significant problems in its way. I’m so relieved to say Inside Out 2 is a worthy successor to the remarkable film that preceded it. The themes continue to be explored with the kind of emotional wisdom that made the first so unforgettable. It also feels like we’re doing something very different here from the last film. There is no Bing Bong equivalent moment of rip your heart out and stomp on it tearjerkerness, and that feels like a conscious decision on the creative team’s part. Inside Out 2 isn’t trying to manipulate the viewer just for the hell of it, and it almost feels more sophisticated for it. But if you see any part of yourself – who you were then or who you are now – in the themes this story is exploring (and you will), chances are strong this is still going to make you ugly cry. And it’s worth it. And I hope Pixar makes another one of these every ten years or so.