The 16.05-megapixel Panasonic LUMIX DMC-GH2 is as much for videos as it is for stills. Indeed, the first things you’ll notice are the stereo microphone on top and the shiny red button with a movie camera icon next to it that almost implores you to press it and see what happens.

But before you get to that you’re going to have to figure out how this overly complicated, mirrorless, interchangeable-lens, Micro Four Thirds camera (yeah, that’s a mouthful) works.

The follow-up to the Panasonic’s two-year-old GH1, the GH2 sticks with the previous model’s look and feel but adds some important upgrades and features, not the least of which is the ability to shoot 3D photos (with the help of an optional lens.) Though 3D photos are kind of cool— we didn’t get to test that aspect of the camera this time around but have seen a demo of the technology— the biggest improvement with the GH2 is its lightning-fast autofocus.

Because so-called EVIL (Electronic Viewfinder, Interchangeable Lens) cameras use janky contrast detection autofocus systems, locking in on a subject and getting the shot can sometimes be pure luck. That’s changed.

With its three CPUS, the GH2’s powerful but poorly named Venus Engine FHD processor does the trick. It helped us capture crisp images of a basketball player dunking during an outdoor game, keeping him in focus for the whole drive to the hoop. The 14-140mm f4-5.8 Mega O.I.S. kit lens also let us grab a slobbery shot of a pitbull kissing a bulldog in a five-frames-per-second burst. (The GH2 can shoot 5fps in full resolution using a mechanical shutter and 40fps at 4MP using an electronic shutter.)

Lowlight capabilities are also greatly improved. We captured relatively low-noise shots at up to ISO 3200, notably better the previous model. Things did get messy at ISO 6400, though, and the maximum 12,800 setting is for brave souls only.

There were some changes that we weren’t too keen on, however. Many of the 3-inch LCD screen’s touch controls are more trouble than they’re worth, including the distracting Touch Guide feature and the Touch Shutter function. (We turned these off.)

On the other hand, touch tracking, which triggers the camera to lock in on the subject of your choice by touching it on the screen, is pretty badass. In video shooting, that touch-tracking feature allows you to “pull” or “rack” focus on the subject of your choice, so it stays sharp while the rest of the scene blurs out for a professional look. Very badass.

When it comes to video, the GH2 is probably the best non-DSLR camera on the market. The Live MOS sensor’s fast readout speed lets it shoot full 1080i at 60p. For cineastes seeking a film-like look, the “Cinema Mode” setting shoots 1080p at 24fps. And because the GH2 records at a faster bit rate than its predecessor— 24Mbps— HD video quality has improved overall.

Though some competing camera brands have tried to add continuous autofocus for their movie capture modes, the GH2’s is the best we’ve tried— silent, quick, and accurate. Same goes for the built-in stereo microphone. It records superb sound and has a helpful Wind Cut feature for lowering the “whoosh” when shooting outdoors.

If the GH2 has a major problem, it’s the week you’ll need just to figure out all its features and functions. And by the time you’ve turned everything on, the LCD will be come so cluttered with icons you might have trouble seeing what you’re shooting. The high-quality results, though, will be worth it.

WIRED Blazing autofocus. Faster bit rates for better HD video quality. Touchscreen tracking lets you pull focus in video using just your pinkie. Superb mic for outdoor shooting.

TIRED Feature-laden to the point of feeling bloated. Pricey.