It’s mobile millennials vs. mid-size cars with midlife crises in Disney-Pixar’s next movie, Cars 3 , the second sequel in the billion-dollar franchise, skidding into theaters this June.

If you caught that cryptically combustible teaser trailer back in November, you’ll know that a major shake-up is in store for pro racer Lightning McQueen (voiced once more by Owen Wilson). In round three, a disastrous brush with mortality spurs the once-great athlete to reexamine his tenure on the track.

“McQueen is not the young hotshot anymore, the kid he was back then in Cars 1 ,” says first-time Pixar director Brian Fee, a storyboard artist on the first two Cars films and the man entrusted by story guru/ Cars whisperer John Lasseter to take the wheel. “He’s in the middle of his life, and as an athlete, that’s getting up there. You have your whole life ahead of you, yet your career is starting to show its age. He’s looking in the mirror and realizing, ‘I’m 40 years old,’ and dealing with the fact that the thing that you love more than anything else, you might not be able to do forever.”

It doesn’t help that a new, faster generation of racers is eager to leave the rehabilitating Lightning in the dusty past. Armie Hammer joins the Cars voice family as the most vocal head of this new wave of tech-savvy drivers ? meet the villainous Jackson Storm:

Fee explains, “Jackson was born with a silver spoon in his mouth. Everything comes easy to him, and everything about him says he’s faster, so much so that we’ve designed him so that even when he’s standing next to McQueen, McQueen looks old.” Technologically, he’s lightyears ahead of Lightning, a legitimate reflection of the actual years that have passed in the real world since our introduction to the first Cars in 2006. After more than a decade, shiny new rival roadster Jackson represents the peak of real-time innovation. (P.S. No, there’s technically no Uber in Cars 3 , because, as Fee says with a chuckle, “I would like to see a car drive inside another car and have them take them somewhere.”)

From an ideological standpoint, Jackson embodies the extreme entitlement that has come to plague millennial descriptions. “He thinks the world is his. He’s taking over. He’s owed it,” says Fee. “In a very broad term, I think of old football players with those little leather skull caps, and you think of football players now with all their armor, hitting so hard. It’s not the same game. What they did was not anything like what we do now. And that’s Jackson: He thinks the future of racing and the high-tech ways they train and what they can do means they’re taking the sport to a new level, and the older guys had their day, and it’s done, and they have no place in the future of racing.”

Yet there is a glimmer of hope for both the redemption of twentysomething honor and Lighting himself: New trainer Cruz Ramirez, voiced by Cristela Alonzo.

Cruz may be on Jackson’s side of the age gap, but she’s on Lightning’s side of the conflict. As a lifelong fan of McQueen, she’s optimistic, sunny, fierce, and friendly ? and now, she’s his new, younger coach, coming to Lightning’s aid with stars in her eyes when he shows up at the Rust-eze Racing Center. “Whereas others like Jackson would look at McQueen and dump him, Cruz isn’t like that at all. She’s the most optimistic person in the world and wants to do anything to help,” says Fee, who was sold on Alonzo’s voice partly from her short-lived ABC series but primarily from her stand-up comedy specials. (For that matter, Hammer landed the role thanks to his pompous turn in The Social Network .)

Lasseter calls Cars 3 “very emotional,” and Fee says it’s “the most human” film of the franchise, considering the inherent maturity of Lightning’s reconciliation with age in a changing world. If it sounds as if this tale of mortality also has a sense of franchise finality to it (akin to Toy Story 3 , though it’s no longer the finale ), that’s still being kept under the hood; Fee is coy about whether Cars 3 marks the end of Lightning’s personal trilogy onscreen. “Where the franchise goes from here, I have no idea what may be down the road, but I can tell you that for Lightning McQueen, as a character, I think by the end of the movie it’s safe to say that this is only the beginning for him.”

Here’s your first look at the new, souped-up, ready-to-rev Lightning:

Cars 3 hits theaters June 16. Vroom vroom.