In retrospect, cinephiles didn’t fully appreciate what they had with 2014’s Maleficent, a live-action retelling of a Disney animated classic that actually added something new to a tale as old as time. In addition to the pitch-perfect casting of Angelina Jolie as Maleficent, the horned villain from Disney’s 1959 animated classic Sleeping Beauty, Beauty and the Beast screenwriter Linda Woolverton added a daring feminist spin to the source material. Since Maleficent’s release, Disney’s live-action remakes have gotten progressively less and less original, culminating in 2019’s abysmal shot-for-shot remake of The Lion King. Thankfully, Maleficent is back to inject some much-needed originality into the House of Mouse’s live-action slate in the sequel Maleficent: Mistress of Evil.

While it’s following up a film that drastically upended its fairy tale source material, Mistress of Evil doesn’t have any significant connection to the Sleeping Beauty mythos anymore. Instead, it feels like an epic fantasy trilogy crammed into a single film and sandwiched in the middle of a fairy tale sitcom. The film is simultaneously a world-building bonanza, a melodramatic anti-war parable with imagery that lightly evokes the Holocaust, and a high-camp soap opera that features Jolie, Michelle Pfeiffer, and Elle Fanning as three contrasting archetypes of femininity. It’s a tonal mess, but it has admirable confidence in its gonzo sensibilities. In addition to Disney fans, who will find it comes with plenty of loving homages to past Disney princess films, Mistress of Evil will appeal equally to audiences who love big, bonkers genre storytelling like Jupiter Ascending or Valerian and the City of a Thousand Planets.

Mistress of Evil picks up five years after the events of the first film, with Maleficent’s adopted daughter Aurora ensconced as Queen of The Moors, the magical fairy homeland that birthed Maleficent. Aurora hopes her engagement to Prince Phillip (Harris Dickinson, replacing Brenton Thwaites from the first film) will finally unite the human and fairy worlds. First up, however, they have to survive the meeting of the in-laws. In its opening act, Mistress of Evil offers a comedic fairy tale riff on Guess Who’s Coming To Dinner. Maleficent does her best to plaster on a non-threatening smile and master the art of small talk to impress Phillip’s parents, King John (Robert Lindsay) and Queen Ingrith (Michelle Pfeiffer). It’s a hilariously unexpected comedic swerve for such a proudly morose character, and Jolie pulls it off perfectly.

While the first film used Maleficent’s former love, King Stefan, to comment on the greed and violence of masculine aggression, Mistress of Evil uses Ingrith to explore subtler forms of manipulation. Pfeiffer channels a glamorous mean girl energy that calls to mind any number of real-world parallels. Mistress of Evil recognizes that the face of villainy isn’t always an angry man or an obvious outsider. Sometimes it’s a rich, well-dressed blonde woman who hides her prejudices behind a veneer of politeness. It doesn’t take much needling for Ingrith to get under Maleficent’s icy skin. And when Aurora seems to side with her new human in-laws during a dinner-table snafu, Maleficent moodily retreats to her kingdom of isolation.

While that class seems like more than enough fodder for one film, Mistress of Evil adds another mythical kingdom to the mix. As Aurora attempts to fit in with Phillip’s family, Maleficent discovers her heritage as a “dark fae,” a race of fairies who went into hiding after being hunted nearly to extinction. That retcon helps explain why Maleficent looks so different from the rest of the Moors’ cutesy magical CGI creatures, although the film dodges explaining why she wasn’t raised among the dark fae, and how she got to the Moors in the first place.

Like FernGully and Avatar, Mistress of Evil uses its fantastical race of creatures to contrast the beauty of nature against the cold brutality of humanity. The dark fae evolved to live in different climates, and they range from sand-colored desert dwellers to jungle fae with rainbow-hued macaw-esque wings. Now, however, they all reside in a nest-like haven high up in the mountains. Though Norwegian director Joachim Rønning (Pirates of the Caribbean: Dead Men Tell No Tales) is still beholden to some of the worst designs from Robert Stromberg’s 2014 film — including Aurora’s plasticized trio of comic-relief fairy aunts — he adds welcome tangibility to his new locales. That includes making clever use of both horizontal and vertical space in the dark fae’s impressively cavernous home.

Plot-wise, that’s just scratching the surface of a film that’s packed to the gills with subplots, including a small role for fantasy-film stalwart Warwick Davis. The biggest problem with Mistress of Evil is that it lacks a center to hold all of its intriguing ideas and images together. Because the film doesn’t want to walk back Maleficent’s anti-heroine charms or commit to making her a full-on villain, she winds up as a curiously passive figure. Jolie is just as fantastic as she was in the first film, but Maleficent spends far too much time watching two fae leaders — bellicose Borra (Ed Skrein) and diplomatic Conall (Chiwetel Ejiofor) — debate the merits of war and peace without contributing anything to the conflict herself.

While the first film explored prejudice and cycles of violence on an interpersonal level, Mistress of Evil expands those ideas into an exploration of full-on warfare. The film builds to a massive, lengthy action climax that calls to mind World War I dogfights, alongside that Holocaust imagery. Though the battle is consistently compelling to watch, it quickly becomes clear that Rønning and the screenwriters have no idea how to meaningfully wrap up the weighty themes they’ve laid out. Instead, they make the absolutely wild decision to explore the brutalities of bigotry and genocide, then dive right back into a sitcom tone for an eventual happy ending. 

But while the script (credited to Woolverton and screenwriting duo Noah Harpster and Micah Fitzerman-Blue) is packed with problems, Mistress of Evil is consistently entertaining, even when it’s not particularly consistent. What the film lacks in cohesion, it makes up for in ambition, gumption, and heart. Ellen Mirojnick’s stunning costume design is worth the price of admission alone.

Mistress of Evil also proves Disney has found an all-time great on-screen duo in Jolie and Fanning. It never gets old, watching Maleficent’s dark, stormy ways contrast with her daughter’s sunny disposition. Though it’s a shame the plot separates Maleficent and Aurora for most of the film, it at least ensures the moments when they do come together land even harder.

And while Maleficent has been established as a franchise that cares first and foremost about women, it offers a warm celebration of male allyship via Sam Riley’s doting raven shapeshifter Diaval (as delightful here as he was in the first film) and an appreciably humble, good-natured take on Prince Phillip. After a run of live-action Disney remakes that mostly play things safe, Maleficent: Mistress of Evil is a much needed swing-for-the-fences dose of originality. It doesn’t always hit it out of the park, but it’s wickedly fun to watch it try.