So let’s get one thing straight. I like James Gunn’s work. Guardians of the Galaxy Vol. 1 is in my Top Five MCU movies, and his found family stories of misfits finding their place in the world in The Suicide Squad and Peacemaker hits my sweet spot of wacky character work and imaginative superheroing.

That said, Guardians Vol. 2 was a disappointment to me, with a lot of self indulgent repartee that detracted from the storytelling, Mary Poppins aside. This flaw seemed to be rampant in a lot of Peacemaker’s extended monologing and dialoging, but it all turned out to have a point at the end, which I found impressive.

The trailers for Guardian of the Galaxy Vol. 3 have played up the squabbling – particularly the Drax and Mantis duo, who also starred in the GotG Holiday Special. But I am happy to report that this is misleading. Vol. 3 has lots of laughs, but it’s mostly a break from the tension of what is probably the MCU’s first truly disturbing film. It’s an element that was planted all the way back in Vol. 1, in the brief underplayed scene where Rocket removes his suit and we see his cybernetic implants. It was both an explanation for his gruff demeanor and a suggestion of the horrors of his origin – and we’ve been waiting to see it explored all these years.

Chukwudi Iwuji as The High Evolutionary in Marvel Studios’ Guardians of the Galaxy Vol. 3. Photo courtesy of Marvel Studios. © 2023 MARVEL.

The opening scene of Vol. 3 plays this out, as we see a nest of adorable baby raccoons discovered by The High Evolutionary (Chukwudi Iwuji) and one removed to be subjected to horrifying experiments. As the movie unfolds we keep cutting between Rocket’s back story and the current day action, and although you can kind of see where Rocket’s story is going, in true Disney fashion, jeopardy to cute little animals is one of the most powerful storytelling devices there is.

In the present, Vol. 3 finds most of the Guardians in a pretty good place, fixing things up around Knowhere, the giant Celestial head they call home. The exception, as usual, is Starlord/Peter Quill (Chris Pratt) who is drinking heavily while moping over losing Gamora (Zoe Saldaña). You’ll recall that at the end of Endgame our world’s deceased Gamora was replaced with one from a different timeline….and this Gamora wants nothing to do with Peter. She’s happily spacefaring about with the Ravagers, which are led by a charming Sylvester Stallone.

Starlord’s moping is interrupted by the arrival (at last) of Adam Warlock (Will Poulter) who has been sent by Ayesha (Elizabeth Debicki) to bring Rocket back to the High Evolutionary. While Adam Warlock is driven away, Rocket is mortally injured in the attack and while trying to fix him up in the Medbay it’s discovered that he has a tripwire in his cybernetics that prevents him from being healed. Rocket is just another piece of patented IP and his owner wants to control him.

The first third of Vol. 3 is concerned with the remaining Guardians (aided by an unwilling Gamora, of course) setting about trying to save Rocket’s life. A story about a single life in jeopardy is usually much more affecting than the endless universe crushing threats that are faced in the MCU, which are too abstract (and CGI heavy) to have much emotional heft. This sequence, which finds the Guardians breaking in to Oscorp’s (not the name but I forgot it) organic space station, is a suspenseful and engaging heist, with outstanding set design, great fights, and an amusing cameo by Nathan Fillion as the leader of a security detail.

As I watched the film I found myself thinking how refreshing it was to have such small stakes in a comic book movie. Alas, there is about half the film to go and, as is tradition in the MCU, things escalate.

Part of the escalation involves a trip to Counter Earth, the High Evolutionary’s ideal society, which is inhabited by humanoids who are evolved animals (using a technology that Rocket himself helped the HE perfect.) This sequence reveals that all the filmmakers involved have probably seen episodes of The Twilight Zone, as everyone should. The humanoids are not cute animals – but races of bats, pigs and cephalopods, each just off enough to be truly unsettling and establish just how troubling the High Evolutionary’s experiments are.

With the final act, we enter more traditional MCU territory though, with yet another floating HQ (The Winter Soldier, Black Widow) and things toppling from great heights, along with (sigh) a bunch of CGI robots attacking our heroes (The Avengers and really too many movies to name.)


While I wish the movie could have stayed with its smaller stakes, I guess this is how things have to be. Along the way, we’re given many lovely character moments and arcs that make it all palatable and even enjoyable. For instance, back on Knowhere, Kraglin (Sean Gunn) is minding the store while feuding with Cosmo the Dog (Maria Baklova) who he has called a “bad dog” – a character arc played out in three scenes just as it should be. (Both the real dog and Baklova are excellent, but I would have loved to see the Borat 2 star in a real life cameo.) 

Mantis (Pom Klementieff), Drax (Dave Bautista) and Nebula (Karen Gillan) provide a running commentary and comic relief. Nebula’s no nonsense approach leads to lots of shouting at the dizzy Mantis and dull-witted Drax – a situation which they address directly as Drax’s actions continually bollix the plan.

In Rocket’s flashback, we meet Lylla the Otter, Teefs the Walrus and Floor the rabbit, other cybernetic experiments. We know that Gunn is a big Grant Morrison fan, (both are huge animal lovers) and it’s clear that copies of We3 must have been distributed to everyone on the set, because all these scenes are strongly reminiscent of artist Frank Quitely’s extraordinary work on that classic comic. The modifications to Lylla, Teefs and (particularly) Floor are grotesque and heartbreaking.


I think it’s fair to say that if you know about other Disney classics that tug at the heartstrings with danger to cute animals, you know where all this is going. And yet sometimes even when you can predict what will happen from the opening scene, it works. The story of Rocket and his friends is designed to make you cry and I did, and I am not ashamed. It’s all immensely aided by the CGI work on Rocket and voice work by Sean Gunn as young Rocket and Bradley Cooper as the grown version. In a world of shortcuts and Neytari, Rocket is probably the most affecting digital character since Gollum, and it’s an amazing piece of work.

If hurting cute animals makes you a villain, The High Evolutionary is probably the worst villain in the history of the MCU, but he goes far beyond just being a cartoon into real menace. Iwuji did a great job in Peacemaker but he’s extraordinary here, with Gunn’s script giving the HE actual motivations that make him all too plausible. If the past seven years (and counting) have taught me anything, it’s that real people can be just as greedy and evil as comic book villains, and the High Evolutionary’s brutal campaign to regain his property is all too realistic – at least until the toppling and robot invasions begin.

The one part of the movie that kind of falls flat is the Ayesha/Adam Warlock storyline, which seems shoehorned in. Given all the references to Jim Starlin’s work in the MCU – he created Thanos and Gamora for his Warlock comics – it was inevitable that Adam Warlock would appear. The character was previewed as a cocoon in Vol. 2, in typical MCU fashion, but his appearance here is kind of unnecessary, and Ayesha’s role is so minor she isn’t even mentioned in the press materials. Warlock’s redemption arc comes in a callback to Vol. 1 that I won’t spoil but it would have been more appropriate for a different character.

(L-R): Sean Gunn as Kraglin, Groot (voiced by Vin Diesel), Chris Pratt as Peter Quill/Star-Lord, Karen Gillan as Nebula, Rocket (voiced by Bradley Cooper), Dave Bautista as Drax, and Pom Klementieff as Mantis in Marvel Studios’ Guardians of the Galaxy Vol. 3. Photo courtesy of Marvel Studios. © 2023 MARVEL.

I won’t spoil the ending either, but everyone finds their proper destiny, which does leave the future of the Guardians in question, especially with Gunn moving on to running the DCU. Given his love of the “found family” narrative, you can see why Superman has the potential to hit a lot of Gunn’s strengths as a storyteller.

Flaws and all, Guardians of the Galaxy Vol. 3 is probably the most satisfying movie in Phase 4 after Spider-Man: No Way Home. It’s no coincidence that both are the work of a single filmmaker finishing up a trilogy of stories. I have no shame in saying that I was happy to surrender myself to the experience of sitting in an Imax theater and letting Vol. 3 unfold. The music is lots of fun (Boss Hog revival!), the sets and costumes are top notch, and the VFX are light years better than Quantumania. DP Henry Braham’s work is excellent, and his partnership with Gunn (he also shot Vol. 2 and The Suicide Squad) excels at both wide shots of our heroes striding in to get the job done, and the close-ups which define the characters. My praise does not cover the typical CGI battles, but…hey this IS the MCU.

Peter Quill, Gamora, Nebula, Mantis, Drax, Rocket and Groot are beloved characters because James Gunn loves them. Vol. 3 gives them all their due, with tons of heart and emotion, and for that I am very grateful. It’s the sendoff they – and the audience – deserved.

Two notes: 

• Groot is voiced again by Vin Diesel (although played by an actor in a suit) and he has only a few lines, but (spoiler, shocker!) one is NOT “I am Groot”.

• I would strongly advise against taking small children to this movie – there is some genuinely nightmare inducing stuff in it.  And if you are troubled by injury to animals, you probably should not see it.

Guardians of the Galaxy Vol. 3 opens on May 5th.





  1. I. Oh no. Yeah, the Rocket backstory sounds well-written and full of cute animal hatm nightmare fuel. Thank you for the warning, Heidi! I think this is the first GotG film I’m going to wait to be able to fast forward through.

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