Cloudy with a Change of Meatballs made me cry. A lot. I cried in the theater, cried on the way home, cried on the phone with my Dad where I tried to explain how a mind-reading sweatband (previously owned by a monkey) brought a father and son together. Unfortunately, the sequel does not deliver the same emotional jolt. But it's still pretty cute.

The sequel to this candy-colored CG film, inspired by the classic children's book, has all the trappings of the original — but none of the smarts. The good news is, it retains all the on-the-nose humor of the first. And what it lacks in emotion, it makes up for in puns. Thirty puns to be exact: I know, because I counted.


Picking up right where the original left off, the sequel joins inventor Flint Lockwood and friends on the recently demolished shores of Swallow Falls. Buried under the leftovers of Flint's latest creation (THE FLDSMDFR!!!!) the townsfolk are forced to relocate back on the mainland, while the newly introduced character Chester V and his crew of thinkquanots clean up the mess.

Voiced by the delightful Will Forte, Chester V steps in to fill the void of villain. Chester is like an Evil Steve Jobs, amplified to 11 for comic effect (welcoming guests with Namaste, donning tinted green glasses, constantly plying his scientist minions with caffeine). Chester plays upon the naivety of young Flint, folding him into his Live Corp Company. But his real plans are to steal the FLDSMDFR, and use it to make the next version of Food Bars 8.0, which are like a fancy granola bar. The only problem is, the FLDSMDFR has evolved into something even more spectacular. Instead of turning food into water, now it's turning water into anthropomorphic food creatures. Or foodimals.


The foodimals make it impossible for Chester's evil scientists to locate the FLDSMDFR, so the inventor turns to Flint and friends to retrieve the piece of technology before these angry beings learn to swim and take over the world. Of course, these creatures are anything but evil. And the line up of cute is overwhelming. Even their names are cute — seriously, try not to read the names of these creations out loud without smiling. Like when you realize a Egglanatee is half egg plant, half manatee!

Here's just a few of the creatures I caught: Buffaloaf, Crabcake, Hippotatomus, Flamangos, Eggplanatee, Mosquitoat, Bananostrich, Fruit Cockatiel, Susheep, Apple Piethon. So cute. Sadly the discovery of the world of foodimals is also where the movie kind of goes off the rails, and becomes more of a vessel for adorable food puns and less of an actual film.


The sequel trades jokes for a cohesive message or real motivations. ,Sure the foodimals are absolutely adorable — but their creation only causes more confusion. Especially after the first film spent so much time feasting on these soon-to-be sentient beings. So we shouldn't eat food that's cute? But isn't all the food cute? Okay, so only eat creatures once they're dead? But wait, isn't that how animals and plants become our food, by dying? So only food that's not "really really" alive and has a cute name is safe — that food is for petting not eating?

Then there's the character of Chester. Innovation was such a corner stone of the first movie, so it's hard to watch them paint an entire world of scientists as monsters. So you only get to be a good scientist if you work for yourself and make no money? Plus there's a lot of back-peddling on the part of the main character Flint, to the point where it becomes hard root for such a bone-headed lead this time around. Didn't he just learn these lessons? Sadly, the film's message breakdown is a total disconnect. And this makes it very difficult to elicit any sort of emotional response from the audience.

Thankfully, there's still a lot of good bookending the muddled message. Flint's completely zany imagination (and penchant for drawing retro blue wires and plugs on all of his creations for drama) is still there. The over-the-top seemingly silly but actually crazy clever humor is consistent throughout the entire film. And the gorgeous world that the first film created has only been expanded into some sort of food-centric Jurassic Park that will give you chills. It's absolutely gorgeous work, stunning animation and infinitely more compelling than the latest collection of CG films from Disney Studios (Pixar not included).


If you're content cooing over the cute strawberry named Barry, then you'll be able to enjoy this movie. Your kids will love it, and the big screen will make them fall in love with the foodimal jungle. But I'd keep a copy of the original on hand at home. Just in case.