yes, we laughed, yes we cried - but most of the time we were in a high level of anxiety. the scene at the landfill was WAY over the top and this Lotso character was a mean twist for a teddy bear. i took my 11yr old, her friend - 12yrs and my youngest, 9 and they enjoyed it but said it made they feel uneasy and unsettled and that Lotso was down right scary. the 9yr old needed to use a nightlight to go to sleep and she hasn't asked to use that in AGES!! wouldn't suggest it for anyone younger than my girls. the first installment came out when my oldest was 2 or 3 and that was perfect, but at 11 going on 12 she was really very troubled by it. said she wished that it had been nicer...gentler. i think she was disappointed, i know i was.