Shameless cash-grab. I confess that was my first thought, months ago, when I saw that a sequel to Steven Soderbergh’s 2012 male-stripper movie, Magic Mike, was scheduled to open for the Fourth of July weekend. Unpromising title (Magic Mike XXL)? Check. Tacky teaser poster? Check. Virtually unknown director inheriting duties from Soderbergh? Check. Major star (Matthew McConaughey) who declined to make a return appearance? Check. It hardly helped that the movie’s only competition for the holiday weekend opening was the definitionally shameless cash-grab Terminator Genisys.

But I’m happy to report that my fears of a third-rate sequel have proven entirely misplaced. Magic Mike XXL is, if anything, better than its predecessor: looser, funnier, stranger, and vastly more subversive, a buddy road comedy that unexpectedly evolves into a celebration of female desire.

The first Magic Mike was a well-told but fairly conventional coming-of-age story. Thirtyish Mike Lane (played by Channing Tatum and loosely based on his own experiences) was a self-described entrepreneur by day—his passion was crafting handmade furniture—and a sex-god stripper by night. Over time, and with the help of a Good Woman, he realized that the Dark Temptations of Show Business (meaningless sex, drugs, greed, partying) were preventing him from becoming the Man He Wanted To Be. So he quit.

Magic Mike XXL inverts this story in almost every particular. It’s a movie not about growing up but about recapturing youth, one in which the most cherished value is not responsibility but joy. And unlike the first film, in which considerable attention was placed on the men’s own sexual gratification—think: Matt Bomer inviting others to partake of his wife’s “tits,” or Alex Pettyfer boasting that “I can fuck who I want to fuck”—Magic Mike XXL concerns itself overwhelmingly with the pleasure they offer their female customers. In the earlier movie, these customers were treated mostly as marks, silly young women to be picked up in bars and fleeced of their spring-break money; this time out, they’re extolled as “queens” and “goddesses.”

Magic Mike XXL picks up three years after the last installment. Mike’s handmade furniture business is succeeding, but only barely, when his old Kings of Tampa buddies phone to let him know they’ll be passing through town on their way to an annual strippers convention in Myrtle Beach. I won’t give away an early joke by saying what has become of the group’s founder and M.C., Dallas (McConaughey). But suffice it to say that neither he nor “the Kid” (Pettyfer) are along for the ride.

McConaughey’s absence creates one of those tidy instances in which cinematic text and subtext are precisely aligned. In the movie, the guys are happy to be out from underneath Dallas’s domineering thumb, free to experiment with dances more personal and esoteric than the usual cop, firefighter, and construction worker. (Yes, there’s a whiff of Pitch Perfect here.) But more broadly, the lack of McConaughey gives the other, lesser known performers vastly more room to stretch and breathe. Big Dick Richie (Joe Manganiello), Ken (Bomer), Tarzan (Kevin Nash), and Tito (Adam Rodriguez) were barely differentiated as characters in the original; in the sequel, they all come to individual life, with Manganiello a particular delight.

Mike—of course—agrees to join his old mates on the trip to Myrtle Beach for One Last Blowout Performance, and what follows is a road trip movie told in three distinct chapters, each lengthier than you might expect and bordering on the surreal. First, the boys visit a strip club catering mostly to women of color situated in a Savannah mansion. (Call it Ladies’ Night in the Garden of Good and Evil.) There, Mike has the opportunity to work through a little complicated history with the proprietress, Rome (an exceptionally good Jada Pinkett Smith). The next stop is a fancy Charleston home, where the fellas intend to visit a young lady, but find themselves instead spending a great deal of quality time with her mother (Andie McDowell) and said mother’s friends. Finally, there’s the Myrtle Beach convention itself, where the Kings unveil such new acts as “Romantic Painter” and “Candy Shop.” (Tucked in along the way are a nice performance by Donald Glover, a.k.a. Childish Gambino, and another by Elizabeth Banks, as a character who claims she “learned everything from Rome.” Her name? Paris.)

There are more conventional elements scattered throughout the film, which is written, like the first, by Reid Carolin, and is directed by the longtime Soderbergh collaborator Gregory Jacobs. A potential love interest for Mike (played by Amber Heard) is supplied, for instance, but her role is peripheral at best.

Whereas the original Magic Mike had a studious verisimilitude to it, this outing represents pure fantasy, simultaneously ridiculous and possessed of a slight glint of magical realism. The sex acts are more rococo than before, but they’re also not only about sex: On at least three occasions, a male performer affectionately serenades his lady with a ballad. In the middle of their Myrtle Beach act, Richie calls out to the ladies in the audience: “There are so many of you and so few of us that we can’t give you all what you deserve. But we’re gonna try.” Unexpectedly, the word that flashes on a screen behind him is “commitment,” and the subsequent number is perhaps the first live strip act ever based on the theme of “marriage.”

It’s a scene that neatly captures Magic Mike XXL in microcosm. Sure, the movie tells us, these dudes may be greased-up sex machines lewdly pumping their bethonged pelvises all over the bodies of their paying customers. But that doesn’t mean they’re not gentlemen.