The biggest pitfall most sequels fall into, over and over again without fail, is to merely repeat previous installments in every instance, trying to repeat what was popular the first time by literally repeating what was popular the first time. Successful sequels will do some of that while simultaneously developing their original ideas along new paths.
More rarely still do you get something along the lines of "Cars 2" which all but ditches what came before to create a complete re-working of its focus and themes. Certain elements from the first are still present – arrogant racecar Lightning McQueen (Owen Wilson) and his friends are back, and car races are still run – but that's like saying since lead and gold are made out of the subatomic particles there's no real difference between them.
The most obvious and noticeable difference right off the bat is the swapping of focus from McQueen to his erstwhile co-hort Mater (Larry the Cable Guy) as the main character. While in Tokyo to help Lightning in a special racing tournament (and in the sort of mistaken every man story which would have made Hitchcock proud) Mater is presumed to be an American secret agent and quickly embroiled in a plot to discredit and destroy the world's high performance automobiles. Before you can say DB 5, Mater is hooked up with British superspy Finn McMissile (Michael Caine) and off to the save the world.
Turning your back on what brung you to the dance that way is a risky move but it pays off in spades for "Cars 2," producing a sequel infinitely more fun and enjoyable than the first. Mainly because what didn't work the first time is moved safely into the background here, allowing the sequel to chart its own course without an anchor weighing it down, almost as if it weren't a sequel at all.
Not that you can go into "Cars 2" completely blind, a great deal of the plot's tension tied up with Mater and McQueen being best friends, but that's about all you need to know. While "Cars" was weighed by an intentionally unlikeable lead and a backwards looking theme about simpler times being better, "Cars 2" has none of that baggage. This go around McQueen is resigned on the racetrack where he belongs, to try and out banter and out run the even more arrogant (if you can believe it) Italian Formula One car Francesco (John Turturro), leaving all the good stuff to Mater.
Which is an excellent decision. Mater is just inherently more likeable than McQueen and that goes a long way when making a light hearted adventure film, which is essentially what "Cars 2" is. While the car races are still there, and in their own way are essential to the final plot, they're still more of an accessory than anything else, with a James Bond-lite plot bolted on top.
Even though he keeps telling Finn and Car-Friday Holly (Emily Mortimer) he's not a spy, no one will believe Mater because no one will believe he's as simple as he comes off, a realization forcing Mater to come to terms with his own personality and self-esteem. If that sounds heavy handed, it is a bit in the film as well but you won't notice when the rocket packs and Gatling guns come out as Mater and the other spies (mainly the other spies) duke it out.
The use of car-oriented gadgets and James Bond mojo is more than enough to make up for the lack for the races of the first film. The humor, though more situational and less character based than the first, is still funnier and the movie zips along from Tokyo to Italy to England without missing a beat. A lot of cleverness helps, at least for adult audiences, though younger viewers who have no idea what a Gremlin or a Pacer were are likely to be hopelessly lost by the end as the villains actual plot is the sort of silliness which can only work in a pure cartoon.
More of a spinoff than a sequel, "Cars 2" succeeds on the back of a much more likeable hero and plot full of silly fun and adventure. Not as wondrous or whimsical as the best Pixar efforts, "Cars 2" is a fine piece of fluff which proves that mindless entertainment doesn't at all mean worthless entertainment.