There are a lot of people who are going to walk past Cars 2 without giving it a second thought. After picking up my copy, I stopped at a local fast food place for a quick meal. The drive-thru worker saw the game sitting next to me and questioned my choice of game.

"You actually wasted your money on a crap kid's game? Should have gone with...trails off listing current top sellers in attempt to proclaim his superior tastes..."

The reaction wasn't a surprise, but turns out the joke is on him since Cars 2 is a solid and, more importantly, fun mash-up of Mario Kart, Twisted Metal and Split/Second.

Cars 2 is a visual stunner. Avalanche worked closely with Pixar, using some of the same character data used in the film. The cartoon-y elasticity adds a lot to game. Comical bounces and other movements accompany simple hits and nudges. Granted, you probably won't see much more than the back of your chosen car, though they're still making faces and other motions during play - which you can see in replays and when driving backwards.

The lone disappointment is the tracks. Each is based off recognizable locales from the movies, though compared to the racers, they lack personality. I did like how visual cues are dropped all over the map to suggest alternate routes or boost points.

Racers are also pretty talkative during races. There are a few stand-ins, but most of the voices are spot-on. The only one that sounded off, at least to me, was Mater, which is odd since I'm pretty sure it is Larry the Cable Guy. The comments are repetitive, but still fun and fit the game's atmosphere.

Cars 2's setup is pretty clever. The game is set up as a sort of post-script to the movie. After saving the world, the agents at C.H.R.O.M.E. (Command Headquarters for Recon Operations & Motorized Espionage) set up a training center in Radiator Springs. Mater thinks the VR training missions are fun and decides to let the other residents come in and play along. The VR idea sets up the numerous tracks and mission types without getting bogged down by other nuances.

There are lots of game types tucked away in the simulation missions, though nearly all share the same core DNA - combat kart racing. Action is exactly like Mario Kart, only it trades in turtle shells for missiles and other spy gadgets. Some races are straightforward races, while others are combat-focused sprints around the track. A few race types ditch the track and place you in an arena, matching you against other characters or against waves of enemy cars. There's a lot of variety and I can easily say I can't remember sighing when a particular match type came up in the mission rotation. There were a few I would have liked to see more of, like a racing variant where you need to keep knocking out enemies to keep the timer running, but I otherwise had no problems.

Cars 2 supports drop-in/ drop-out multiplayer, which is where the game absolutely shines. My friends and I had a blast with the game, especially the Cars crazy ones. The game is easy to pick up (though I think the controls may present a roadblock for younger players) and a lot of fun. The downside, however, is Cars 2 isn't as much fun playing solo. It is enjoyable, but without people to trash talk and compete against, it tends to drag. The game is built for laughing and having fun, which is missing when no one else is around.

Multiplayer is, unfortunately, restricted to local play only, so no online. I'm not completely surprised by the decision, though considering how different the experience is with other players, I wish it had been added for people who aren't always able to get a group together.

Cars 2 is also a harder experience without other human players. As is usually the case with kart games, it is difficult to not feel like the game is picking on you throughout the race. Anytime I started to sniff the front of the pack, I swear I was either hit with a barrage of smaller weapons to slow me down, or one giant super weapon. I know the feeling is likely gamer paranoia, but it is hard to not get mad when a missile just happens to hit you just as you're about to cross the finish line.

Don't confuse my suspicions with ultra-hard difficulty. Although I was harassed during races, I still managed to claim gold in all races in no more than four tries. I think some of my issues could have been resolved with the inclusion of a mini-map. You know where you stand in each race, but never know where anyone else is, so it is hard to tell how far behind you are, who's on your tail, or who is having problems.

Cars 2 is an easy enough game to understand, though I was surprised by the controls. Every button on the controller is used for some function or another. It is great for added functionality, but puts up a huge barrier for younger players. If any game was in dire need of an "Easy Play" option, Cars 2 is it. I know a couple of younger Cars fans who love the movies and would have a blast with the game, but probably couldn't enjoy it because of the setup. I even had a hard time adjusting to using every button. I'm still not comfortable with the Gas/Brake setup. I am willing to admit it might have something to do with my finger placement, but either a re-map option or choice of alternate schemes would have been welcome.

Layout issues aside, Cars 2 offers a lot of small touches that add to the fun. You can hammer the gas pedal before the race starts for a speed boost and pull of all sorts of maneuvers during races with a flick of the Right Stick. You can drive on two wheels, backwards (with controls reversed), spin around or juke other cars off the track. Then there are the weapons, which include machine guns and missiles, along with other spy tech.

The weapon selection isn't overly impressive; most are just riffs off familiar weapons. That isn't a bad thing..."if it ain't broke" and all that... I did have a few problems with some weapons, especially the satellite weapon. This is the "Blue Shell" of Cars 2 and is every bit as painful. When you're targeted, count on taking one on the chin (bumper?) since there's no way to avoid getting hit. I've come to accept unblockable weapons as a part of the kart game experience, but considering you can dodge, weave and pull of all sorts of tricks, I expected some way to attempt a dodge. It would give players a fighting chance and pull focus from the race, which is what you want in the first place.

So, push Cars 2 aside on the shelf if you want, but do it for the right reasons. If you're going to take it for just another licensed game, you're missing out on an incredibly fun game in an underserved genre. However, if you don't have people to play with and intend on making it a solo venture, you may want to rethink your choice. Cars 2 is fun on your own, but lacks the same spark as multiplayer matches.