Jon Favreau’s The Jungle Book ends with a credit that says “Filmed in Downtown Los Angeles.” This comes as a shocking revelation, after watching a film that takes place in a jungle. And yet, its technical mastery isn’t the most impressive thing in the film. The Jungle Book is the first of Disney’s live-action remakes that truly distinguishes itself from the original. And that makes it the best one yet.

Like the original Disney film, and other versions of Rudyard Kipling’s story that have come before it, this new Jungle Book is about a young boy named Mowgli (Neel Sethi) who’s abandoned in the jungle and raised by wolves. But when a vicious tiger named Shere Khan (voiced by Idris Elba) decides he wants Mowgli dead, Mowgli will have to try and escape the jungle with the help from some friends.

Right off the bat, Favreau’s film tells you that it’s a radically different version of this story. It grabs you with an ambitious chase sequence. Next, we meet our main characters, their families and get an explanation of this world. Shere Khan is introduced as the antagonist early on, something the original ‘67 Disney film didn’t do until the end of act two. This is just one of Favreau and writer Justin Marks’ changes to that beloved film. Introducing the bad guy early gives the film more tension, and adds more motivation for Mowgli’s goal of survival.

And meanwhile, Favreau does a decent job of removing some of the worst racist connotations of Kipling’s original story, and the Disney cartoon. The character of King Louie, who was a “minstrel show” caricature of an African American in the cartoon, is here portrayed as a powerful leader (with the voice of Christopher Walken.) In general, the animals are not so much racially coded, and there’s a diverse voice cast. The weird racial subtext of the story of apes who want the human secret of fire (i.e., technology) is still there—but it’s more complicated, and the film is careful to sidestep the worst pitfalls.

And meanwhile, Favreau does other things to update the tone as well as the content of the cartoon, to make them work for early 21st century audiences.

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Besides Mowgli, the most famous Jungle Book character is Baloo the bear. Here, voiced by Bill Murray, he remains a highlight. Baloo is introduced right at the moment that Favreau’s film begins to get a little too creepy. It’s a perfect example of the director’s ability to balance dark motifs of survival of the fittest and humans vs. nature, with lighthearted humor and montages. The Jungle Book keeps moving effortlessly back and forth between these two different tones. It never goes too far to one emotional extreme or the other, without some kind of course correction. Some instances of this are less successful than others, but for the most part, Favreau doing a great job at introducing tension and mystery, followed by humor, again and again, giving the film a constant sense of forward motion.

Part of that humor, of course, derives from the songs. Disney’s first Jungle Book is best known for its songs like “The Bear Necessities” and “I Wanna Be Like You,” and those are in this movie. The first is worked in quite organically and it’ll leave a smile on your face. The second feels much more forced, but the movie has been so delightful and character driven up until that moment, the song—sung by Christopher Walken of all people—oddly works.

And yes, the film is a technical marvel. The 3D is vibrant, if you choose to see it that way, and the work on each of the characters, as well as the jungle setting, couldn’t look more real if they’d shot in a real jungle.

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But honestly, all of that melts almost instantly. You aren’t paying attention to how cool any of this looks. Instead, you’re paying attention to Mowgli, played by newcomer Neel Sethi. He’s in the unenviable position of portraying a character who has, on occasion, been incredibly polarizing—and yet Sethi gives him a nice mix of child-like aloofness and realism. He’s bubbly and a little cocky, but ultimately likable. You want to cheer for him, and the film gives you ample opportunities as it slowly evolves his character into a heroic figure.

Disney’s previous live-action fairy tales—Maleficent, Alice in Wonderland, Cinderella, etc—have mostly looked lovely. Some have even been good. But very few have challenged our memories of the original Disney animated versions. Jon Favreau’s The Jungle Book does. This movie has a familiar feeling, but also brings a wholly different take on the material, done with a unique tone and constantly engaging narrative. And while this film may be a bit too dark for younger kids, adults and teens alike will find almost everything to like about it.