Warning, there be spoilers here, and it will probably be super rambly.

Upon first viewing I was left in a daze, and knowing that I had to see it a second time to form any coherent thought on the latest installment to the Star Wars franchise from our Disney overlords. Because among many other things, The Last Jedi is a very overwhelming film, overwhelming in emotion, in imagination, in plot mechanics, in idiosyncrasy, and scope. It’s perhaps the first time in a long time where a Star Wars film fully encapsulates everything within a space opera, emphasis on the opera, and at no point afraid to veer into the broad melodrama that made the original trilogy sweep its audience off its feet.

While I had a lot of reservations in my initial feelings on The Force Awakens, I have mostly found myself liking it more overtime (can’t say the same for Rogue One), despite fundamentally taking issue with the Abrams mystery box nonsense at the very core to it. However, there is something very evocative in how it explores a new generation haunted by the ghosts of the past, reveling and idolizing the legacy of what came before to the point where history practically repeats itself. The Last Jedi furthers the meta-narrative about these new films standing on their own while in the shadow of what came before, but the approach and overall thesis couldn’t be more unlike The Force Awakens. It’s also delves into a lot of the ideas in Rogue One about the meaning of heroism and hope in the face of adversity, except, you know, it’s explored in a good movie this time around.

The Last Jedi is very much disinterested the mysteries set up in TFA. Who are Rey’s (Daisy Ridley) parents? Who the hell is Snoke (Andy Serkis)? Etc, etc. All of these set up intrigue to loom over all the proceedings with no real answers in mind, using them for momentary excitement with no clear payoff in mind. TLJ begins follows the ending of TFA with Luke (Mark Hamill) taking the lightsaber from Rey, and casually tossing it off the cliff. A moment between Rey and Kylo Ren (Adam Driver) reveals that Rey’s parents are nobodies. And as far as Snoke goes, he is killed off before the film even kicks into the final act. I can’t tell you where he came from or who he was, but then again, it’s not like the original trilogy ever gave much context as to who the Emperor was. What’s the deal with Captain Phasma (Gwendoline Christie)? Beats me, sometimes a cool design is just a cool design.

It becomes very clear that writer/director, Rian Johnson’s mind is somewhere else, something more purposeful, something more provocative. It wants nothing to do with any fan theory you might have or what you might want for the characters. TLJ is all about leaving the past behind, at one point literally setting it on fire when Luke and Ghost Yoda (Frank Oz) sit back as the ancient Jedi temple is being burned. Luke recontextualizes everything we know, talking about how the Jedi may have began with the best of intentions, bringing peace to the galaxy, but their own hubris became their downfall. It is unhealthy to blindly worship the past, not recognizing the failures because it can lead to a distinct lack of growth, not just for the new characters and how they view and value the past, but on a much larger, metaphorical scale with the Star Wars mythos. We can cherish the things that made the past great, but it’s in its failures where we can learn and move forward.

Failure and disappointment is a consistent motif as well. Most of the plans put forth by the characters not only stray from the intended path, but they often fail spectacularly. Finn (John Boyega) and Rose (Kelly Marie Tran) are captured twice in their attempts to help the remaining Resistance forces escape from the First Order. Poe (Oscar Isaac) tries and fails to pull off a mutiny on the Resistance vessel, not thinking beyond his limited understanding of the situation due to his hot-headed nature. He expects, just like the audience, to be celebrated for his acts because we see so much of him in heroes all the time. His Han Solo-esque demeanor is not done by accident, it’s done with purpose, to recognize the flaws within that frame of mind. The filmmakers have a very deep understanding of these kind of archetypes, and the character writing brings in an unexpected depth and growth that TFA only hinted at.

Given the number of characters the film deals with, a lot is packed within its long two-and-a-half hour runtime. In my first viewing, it did seem a bit too plotty, and finding itself diverting to other things. However, after the second viewing, it becomes far more clear, especially once you know going in what the film is ultimately about, thematically, and those moments of asides no longer feel extraneous, since all three plot threads have very clear connections in terms of both plot and theme. The occasionally janky pacing is simply an unfortunate but necessary tradeoff for giving most of the major players a discernible arc, but despite the times when that pacing does become noticeable, the film doesn’t give you much of an opportunity to get bored. The imagery, even beyond action sequence, are consistently exciting and gorgeously composed, thanks largely due to Rian Johnson’s regular DP, Steve Yedlin.

The film continues the complicated relationship with legacy from TFA, this time more overtly addressing the implications that come with deifying flawed systems and individuals, not just with something like the Jedi Order, but Luke Skywalker himself. He is haunted by mistakes he has made in the past, and believes the only thing left for him is to live the rest of his days alone, being that last Jedi. And his arc is fascinating, not because he agrees to fight once more, but he understands the importance of being that legend that the Resistance needs and using that moment to confront his former apprentice before he can finally die in peace. His time is over, he knows it, and the best thing he can do is offer something to the new generation before he goes. The force is no longer something kept between an elite few, it belongs to everyone. It can be used by someone like General Leia (Carrie Fisher), or a small orphan boy on a far off planet living his life in servitude. The film goes out of its way to show there’s a potential hero in all of us. Rey, Finn, Poe, none of these people come from great families, Rose is just a small time Resistance engineer, Vice Admiral Holdo (Laura Dern) is…just some Vice Admiral.

After my second viewing, the many setups and payoffs in the film become far more clear, more purposeful. Even when it seems like Rian Johnson is going full blown kid-in-a-candy-store, he never indulges. It’s clear he has a deep affection for the characters and the mythos of the previous films, but he isn’t afraid to break traditions, subvert expectations, and introduce new ideas that build on top of what we know. Many of these ideas seem so obvious that it’s surprising we haven’t seen them in any way shape or form beforehand. It’s the first time in maybe the entire series where I felt challenged by what I was seeing, being asked to think more critically about the things that I and many fans hold dear. Even with all the things I mentioned, there’s still a treasure trove of rich ideas and characters and moments that I barely skimmed the surface of. Thinking of the future with Episode IX and beyond, I have no idea where we go from here, and that’s exciting.

Rian Johnson could have easily played it safe. He knows what could’ve made audiences superficially satisfied, but he decided to go a different way. It may not be what we want, but it’s what we deserve.

Plus, it’s pretty cool that BB-8 has a significant body count in this.