When Midnight (Jonathan Haagensen) wants to head to the beach on a hot day, it’s part parade and part military maneuver. Midnight is a crime lord in one of the many, many dirt-poor favelas (slums) of Rio. The gangs rule the favelas like gods, able to move and kill with impunity. The citizens watch them, admire them, talk about them—and keep their distance. The gangs war regularly, and none of their members walk the streets without at least one gun. The police only show up for bribes or in large tactical squads. Anyone who’s seen producer Fernando Meirelles’ City of God, to which City of Men (adapted from a mini-series) is a companion piece, will know the terrain. It’s a testament to both Meirelles and Men director Paulo Morelli that they can take such potentially grim material and inject it with a sense of vitality and frequent joy.

City of Men is not a crime story; it is a life story that features crime. The war between Midnight and his mutinous lieutenant Fasto (Eduardo BR) are a backdrop to the story of Ace (Douglas Silva) and Wallace (Darlan Cunha), two teenagers so close they are de facto brothers. Ace has a wife and a son he feels locked into supporting. Wallace wants to know, once and for all, who his father is. Neither feels particularly trapped by the place they grew up in, but they are nonetheless straining against its social boundaries. This can’t be all there is to life, can it?

Both boys are turning 18 soon, and Wallace doesn’t want “father unknown” to appear on his official papers. But the boys catch a lead and head off in search of Wallace’s father with such haste that they unwittingly abandon Ace’s son at the beach—not one of City of Men’s subtler moments. Their search eventually leads them to Wallace’s ex-con father and the surprising connection he has to Ace and Wallace both, a connection that may divide them for the first time in their lives. But other things are going on too: Ace’s wife wants to go to Sao Paolo for a year to make extra money toward buying a house, and Wallace is in love with a girl that has family ties to Fasto. Wallace himself is Midnight’s cousin (“everybody is somebody’s cousin,” one sullen teenager with an assault rifle observes). When the gang war hits, those connections, tenuous as they may be, are enough to get any of them harassed or killed.

City of Men is not as uniformly strong as City of God. That comparison may be unfair, as City of God is quite simply one of the best crime films ever made, and had the added advantage of being the first glimpse of favela life worldwide audiences had. Both are about two young men who grow up and occasionally grow apart, but City of Men is kinder to its subjects. It’s also less blisteringly kinetic, though no less adept at introducing a host of new characters quickly and precisely. Its actors are convincing. The gang war is both exciting and repellant, as it should be. The slums of Rio are so well-rendered they’re virtually tactile.

But the movie’s general sweetness may work against it. I hesitate to call City of God grim, because it’s certainly not; what it is is a movie that burns into your brain with its unflinching presentation of casual brutality juxtaposed with the quieter, recognizably mundane aspects of growing up. City of Men flips that formula and relegates the gangs to a force of nature, one that acts as catalyst and forces everyone’s hand. Perhaps it’s just my individual palette talking (in a subjective movie review, of all places), but that switch in dynamic and focus gives City of Men less impact. The movie has heart and soul, and is told with confidence and skill marred by only a few baldly expository dialogue exchanges. But it did not seize me like its predecessor did. It is simply good, and not great.