I went into this movie with tempered expectations. The trailers looked good. It looked like they were going to fix the mistakes of the first movie (incoherent story, terrible dialogue, an attempt to be too serious) and make something worthy of the cartoons I loved when I was growing up. After watching the movie, my wife and I looked at each other and in very shocked tones said, “I really liked it.” There were two reasons we were shocked. The first, we were expecting the movie to be garbage. The second, this was not a great movie, but it we loved it anyway.

I loved the Ninja Turtles when I was growing up. I dressed up as Michelangelo (ironically, he’s always been my least favorite but it was the only costume the store had) for Halloween, I had all the toys, I had the van, I had the freakin’ blimp! I loved it because it was easy to follow, the characters had personality, the villains weren’t over the top threatening, and the show was the right combination of action-packed and silly. The creators did such a good job of capturing the right tone for kids to watch. Even today, I can watch episodes of the original cartoon and get a kick out of the Turtles flying in the air with neutrinos and ordering ridiculous pizzas with the Rat King. This movie embraced all that and created a film that makes me wish I was seven-years old again. The first two live action movies I will always love. But this movie comes closest to capturing the magic of the TV show.

If you’re walking into this movie expecting amazing performances or a compelling story, you’re missing the point. Go into this movie looking for action, humor, and an appreciation for the outrageous world that the Ninja Turtles live in. Where they can fight a giant brain. Where they drop (spoiler alert) pizza onto the floor of Madison Square Garden during an NBA game. Where four turtles become brothers that the kids of the world root for. To the creators of this film, thank you for fixing what I thought you broke in the first film. You can enjoy this movie without even thinking about that mistake because I would say 90+% of this movie can be appreciated with no knowledge of its predecessor. Just a smart move.

Here are ten things I liked and disliked about TMNT: Out of the Shadows:

1 – As much as I thought she was terrible in the first movie, Megan Fox was much improved. Even her face looked better. Instead of trying too hard to be taken seriously, April O’Neil kicks off the movie playing up the fact that she’s a hottie. It seems silly but by embracing her looks, she takes herself more seriously and becomes much less of a liability during dialogue. Confidence looks good on Miss O’Neil.

2 – Another improved showing: Will Arnett. Someone remembered that the guy is funny. Channeling a lot of his inner Gob Bluth, Arnett does a hilarious job of pretending to be a bigger deal than he is. Well done.

3 – The Turtles, and this movie, are just silly. And I love it. They have corny lines (particularly Mikey), they are easily distracted, and basically act like a bunch of kids. Donnie kicks off the film begging Raph to “do the thing” as they’re flying through the air. As Raph tries to demure, Donnie hounds him like he’s Bart and Lisa Simpson (“Do it! Do it! Do it! I won’t stop until you do it!”) until Raph gives in. Turns out he wanted Raph to tuck his limbs into his shell so he could ride him into a pool. A great, light-hearted moment in the midst of all the action.

4 – Again on the Turtles, this is the first time that the four of them have been displayed with such physical differences. Raph is HUGE compared to his brothers. Mikey is definitely the runt of the family. And by slimming Donatello down, he looks more like an awkward, gangly teenager. By giving them visual presences that fit their personalities, I thought it made the characters come alive even more.

5 – If there’s something that I think they did poorly with the turtles, it’s got to be Leo. I get that he’s supposed to be the leader and that conflict arises when he tries to control the group. But I loved Leo in the cartoon because he was a calming presence on the group. He didn’t necessarily go over the top with his leadership and he certainly didn’t lie to his brothers. He comes off as very unlikable and that’s too bad for such a great character.

6 – As fun as the action was, it would have been nice to see more hand-to-hand combat from the turtles. As much as their personalities are different, so too are their fighting styles. I loved the original movies because it was always fun seeing the four of them each bring their own style of combat to the mix. Instead, most of the action was built around cool gadgets and acrobatic games of cat and mouse.

7 – Hats off to Laura Linney and Stephen Amell. Laura Linney was an odd addition to the cast but I enjoyed how she played her role. Playing the no-nonsense Captain, it was nice to see her character show warmth and heart by the end of the film. And while Amell tends to play a much sterner Oliver Queen in Arrow, he did a great job playing a guy who obviously had bitten off more than he could chew. I’d argue that his introduction to Master Splinter was probably the funniest point in the movie and his responses to this meeting was what made it so hilarious.

8 – Well done on Krang. Not the same voice as the original, Fred Armisen did a great job capturing the slimy babble of the evil brain. The writing for the character was great and I loved the fact that they didn’t try to go too complicated – he’s basically an evil mad scientist coming to takeover Earth. Krang was always iconic because of the way he spoke and the fact that he was such a weird thing to look at – they nailed it.

9 – Oh Shredder. If there’s one thing they didn’t fix it’s this guy. His outfit was much cooler but the lack of humor around the character continues to hurt the turtles’ arch-nemesis. He doesn’t need to be funny, but you need to be able to laugh at him when he gets defeated. It was always great when jokes were made at Shredder’s expense.

10 – Bebop and Rocksteady. Just… great job. It’s what the original movies missed and it was great to see their dull and destructive personalities on the big screen. My man!

In comparison to the previous five movies released, I’d put this movie firmly in my top three narrowly edging out the animated TMNT. If you’re interested in reading a more in-depth review of the previous five movies, check out our MBP’s first Email Throwdown here. It’s five posts long but definitely a trip down memory lane for those of you who are into the turtles. Cowabunga!