What is wrong with this shot?

Been doing some compositing on a shot, but for some reason it just looks "off" to me. Anyone mind taking a look at it and tell me what's wrong with it?

http://youngsterproduction.com/videos/Train!.mov
Story line: car chase. Both cars the tracks barely missing an oncoming train.

Believable: first car crosses tracks before train
Impossible: trailing car passes before the train crosses its projected path

Possible solution: Shoot the scene with the first car in the foreground (closer to the camera). Shoot the second car in the same position of the "old location" of the first car.

My 2 cents..
 
we don't see the second car until long after it 'crosses', so it appears suddenly from behind the white one. Also, the cars are the focus of the shot and the framing makes us think the train is, so the camera was put in the wrong place to begin with. The frame has to emphasize the cars more, because right now we feel squeezed into one side of the frame.

also: we can see the background buildings in the windows of the cars where we should be seeing a train pass by behind them, so that might also be adding to the fake feeling.
 
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The second car appears through the train. You either need to remove the second car, or slow the train down/adjust it's entrance later in the shot.
 
Besides the magic second car others have mentioned I noticed that the railroad crossing gate on the left was in the up and down position at the same time in a number of frames.
 
Besides the already stated, there's a different focus plane between the second car and the train. When the second car just passes the train, it's much more in focus than the train is. They should have the same amount of "blurriness."

I also just noticed that the left crossarm thing is going nuts and you have a bird that appears and disappears near it... :)

But I don't think a reshoot is necessary. Just time the 2 different parts so that the gray car just gets missed by the train. i.e. bring it in to frame later.
 
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I'd personally try adding a bit more motion blur on the train -- it seems too crisp and clear for something moving so fast. I don't think it's a focus issue per say (there doesn't seem to be any DOF in the shot).

Also, I think that your roto around the cars is a bit too sharp. Maybe try softening the edges a touch?

I like what you're doing here...
 
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