In comparing Disney’s latest live-action film, Alice Through the Looking Glass, with its 2010 predecessor, Alice in Wonderland, the first thing that comes to mind is the scare factor. Namely, six years ago, when the first film was released, my boys (10, 12) were six years younger (math!), and found it to be very dark and fist-clenchingly scary. Would Alice Through the Looking Glass follow suit?

 Imagine my surprise when I sat down to write and realized that Alice in Wonderland had not been rated PG-13, as I would have sworn under oath, but rather PG, just like the new sequel. That said, the first film was a whole lot darker, and that’s not just my kids’ opinion. It had stepping stones made from discarded heads and the fearful fangs of the Jabberwock. It was scary.

Alice Through the Looking Glass is not scary. That’s not to say there aren’t some intense scenes, but they’re built more upon suspense than fright. There is Alice’s (Mia Wasikowska) race against time, in this case, literally Time (Sacha Baron Cohen) to save the Mad Hatter (Johnny Depp), as well as the sibling rivalry and family secrets between Mirana, the White Queen (Anne Hathaway), and Iracebeth, the Red Queen (Helena Bonham Carter).

All of the other characters are back, too, enjoying tea something madly, and splashing in the colors of Lewis Carroll’s imagination. There is also a bit of business in the “real world” where Alice has become the captain of her own ship only to find that some Jerky McJerkface has gone to great lengths to sabotage her career and the well-being of her mother.

My favorite aspect of the film, and what provided the talking points in the car on my family’s drive home, was the overall awesomeness of Alice. She is strong, smart, independent, imaginative, loyal and compassionate—all of the things that a hero should be. However, despite being the title character, and carrying the entirety of the movie, Wasikowska is still listed in the billing behind the “bigger” names of Depp and Hathaway. I get the Hollywood politics involved, but to quote my oldest son, “Her name should have been first. She earned it.”

And she did.

Did my kids like it? They really enjoyed it. We saw it in IMAX 3D, so for most of the film it felt like we were sitting in Underland, probably on a mushroom.

Were the kids okay with the content in regard to the rating? Yes. Alice Through the Looking Glass is rated PG, and aside from a few intense moments mentioned above, it is free of gore, sexuality and adult language.

Is there any takeaway content? With solid messages on family, friendship and gender equality—not to mention the fleetingness of time—woven into a big, bright adventure, there are plenty of positive points to discuss with children.

Alice Through the Looking Glass is rated PG and opens everywhere on May 27.