Many Disney fiends are not too hyped to see Cruella, an origin story about the making of the villainous figure from 101 Dalmatians. The Disney machine has been churning out a lot of live-action versions of animated classics—and these often-mediocre films are growing tiresome.

However, with Cruella, one should not underestimate the acting powers of the Emmas.

Emma Stone and Emma Thompson make this perhaps the best of Disney’s live-action remakes; the film is mostly a pleasant surprise. And to be fair, it really isn’t a remake; this story of Cruella is separate from the infamous doggie saga.

Stone plays the title character, orphaned for mysterious reasons when she was young and forced to live on the streets. That makes it tough for her to pursue her fashion-designer aspirations, but, not surprisingly, she will find a way. Thompson plays The Baroness, a fashion-guru powerhouse who is as evil as the Cruella we’ve come to know. Both actresses have a fantastic time in their roles, elevating the material in the process.

Director Craig Gillespie borrows a bit from the Harry Potter series with the tone and look. Cruella, as it turns out, is actually named Estella. The crazy Cruella is the manifestation of revenge against Thompson’s Baroness, so she has a sort-of split personality. This psychological dilemma might not register with younger filmgoers, but it makes sense for the adult crowd.

As for those youngsters, watch out: Cruella is a bit on the dark side and has earned its PG-13 rating. The film tangles with human and animal death—and that might cause some younger kids to start asking big questions.

Cruella is now playing in theaters across the valley and is available for a premium price on Disney+.