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“It really is good to have friends” — Guardians of the Galaxy Vol. 3


“It really is good to have friends” — Guardians of the Galaxy Vol. 3

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“It really is good to have friends” — Guardians of the Galaxy Vol. 3


Published on January 3, 2024


From August 2017 – January 2020, Keith R.A. DeCandido took a weekly look at every live-action movie based on a superhero comic that had been made to date in the Superhero Movie Rewatch. He’s periodically revisited the feature to look back at new releases, as well as a few he missed the first time through.

The third Guardians of the Galaxy film was, like so many films planned for 2020 and beyond, delayed, but in this case, it wasn’t due to the recent apocalypse, but rather because writer/director James Gunn had been fired, due to offensive old tweets coming to light. Eventually, Marvel Studios rehired Gunn, partly due to outcry from the cast of the Guardians films, but he was committed to The Suicide Squad at that point, so the film was not released until 2023, six years after Volume 2.

The conclusion to Gunn’s always-imagined trilogy of Guardians films, Volume 3 not only concludes the storyline that ran through Volumes 1 and 2, but also Avengers: Infinity War and Avengers: Endgame, as well as Thor: Love and Thunder and The Guardians of the Galaxy Holiday Special.

The primary focus of the film was finally providing Rocket’s backstory, which also involves two major characters from Marvel’s comics history: the High Evolutionary and Adam Warlock.

In the comics, the High Evolutionary was created by Stan Lee & Jack Kirby in 1966’s Thor #134. He was a British scientist from the 1930s named Herbert Wyndham who engaged in experiments on animals and humans—including on himself, making himself functionally immortal and powerful. He created a remote den of science on Wundagore Mountain, full of his “New Men,” who are evolved animals. (One such was an evolved cow named Bova, who helped raise Quicksilver and the Scarlet Witch.)

Adam Warlock was created as an artificial perfect human, known only as “Him,” in Fantastic Four #66-67 by Lee & Kirby in 1967, though he was developed as Adam Warlock by Roy Thomas & Gil Kane in the first several issues of Marvel Premiere in 1972. He was given that name by the High Evolutionary, who conscripted Warlock to protect the Counter-Earth he created. Warlock later would be involved in the conflicts with Thanos, and he also wears one of the infinity gems, the Soul Gem, which is one of the sources of his power. He has been part of the Guardians of the Galaxy in the comics, and also fought alongside the four-color versions of Gamora, Drax, Pip the Troll, Captain Marvel, Moondragon, the Silver Surfer, and others.

In the movie, both characters are established as aliens. This High Evolutionary, played by Chukwudi Iwuji, has also created a Counter-Earth, but only after he observed Earth as part of his ongoing attempt to create the perfect society. He also experiments on Earth animals (among them raccoons) and evolves them, much like his comics counterpart, though his experiments are somewhat more grotesque.

Warlock was seeded in the post-credits scene of Volume 2, created by the Sovereign, who are in this movie established as one of the species created by the High Evolutionary. Played by Will Poulter, Warlock still has a gem in his forehead like his comics counterpart, though it isn’t an infinity stone, obviously, since they were all destroyed in Endgame.

In addition, we get another comics mainstay, the Recorders. In the comics, they’re androids that are created by the Rigellians to observe and record the goings-on of the universe; here, they’re minions of the High Evolutionary (and they wear white instead of green).

Back from the Holiday Special are Chris Pratt as Peter Quill, Dave Bautista as Drax, Karen Gillan as Nebula, Pom Klementieff as Mantis, Vin Diesel as the voice of Groot, Bradley Cooper as the voice of Rocket, Sean Gunn as Kraglin (and also the motion capture for Rocket; Gunn also provides the voice for the young Rocket in flashback), Maria Bakalova as the voice and motion capture of Cosmo the Spacedog, and (in a very brief hallucinatory cameo) Michael Rooker as Yondu. Back from Endgame is Zoe Saldaña as the alternate version of Gamora who came forward in time in that movie. Back from Guardians of the Galaxy Vol. 2 are Sylvester Stallone as Stakar Ogord, Elizabeth Debicki as the Sovereign leader Ayesha, Seth Green as the voice of Howard the Duck, Michael Rosenbaum as Martinex, and Gregg Henry as Jason Quill. Back from Guardians of the Galaxy is Christopher Fairbank as the Broker.

Debuting in this film, besides Iwuji and Poulter, are Linda Cardelini as the voice and motion capture of Lylla, Asim Chaudhry as the voice of Teefs, Mikaela Hoover as the voice of Floor, Kai Zen as Phyla, Judy Greer as the voice of the War Pig, Dee Bradley Baker as the voice of Blurp, and Daniela Melchior, Nathan Fillion, Pete Davidson, and Jennifer Holland as various employees of Orgocorp.

While the main storyline has concluded, the Guardians of the Galaxy are still a thing as of the end of the film, plus a card at the end says that Star Lord will return, though nothing specific has been announced quite yet…


“There is no God, that’s why I stepped in!”

Guardians of the Galaxy Volume 3
Written and directed by James Gunn
Produced by Kevin Feige
Original release date: May 5, 2023

The High Evolutionary in Guardians of the Galaxy 3
Image: Marvel Studios / Disney

We open with a flashback showing the High Evolutionary taking one of several raccoons taken from Earth and experimenting on him. In the present, Rocket is playing Radiohead’s “Creep” on Quill’s Zune and wandering around Knowhere, which—as established in The Guardians of the Galaxy Holiday Special—is now Guardians HQ and which has quite the community. Quill is drunk, and gets cranky at Rocket using his Zune right up until he passes out, muttering about how much he loves Gamora. We also see Kraglin and Cosmo having a contest, which mostly shows that Kraglin still is having trouble controlling Yondu’s arrow. Kraglin calls Cosmo a bad dog, and she is devastated, demanding that he take it back. Kraglin refuses to do so.

Then Adam Warlock—a powerful being created by the Sovereign specifically to take revenge on the Guardians—shows up to try to kidnap Rocket. He is driven away by the Guardians, though he does considerable physical damage to Knowhere, breaks Mantis’ arm, beats the living crap out of Drax and Nebula, and badly hurts Rocket.

Most everyone can be fixed by a medpack (or, in Nebula’s case, self-repair), but Rocket’s body refuses the medpack’s treatment for some reason. Nebula examines him and discovers that his body is trademarked and can only be treated by an authorized person with the passcode. They track the trademark to Orgocorp. With Rocket unconscious and on life-support in the medbay, the team takes off, leaving Kraglin and Cosmo to guard Knowhere. (Kraglin still refuses to recant his comment that Cosmo is a bad dog, to Cosmo’s great chagrin.)

They get through Orgorcorp’s shields, then rendezvous with the Ravagers, to Quill’s surprise. Nebula hired them to help break in. Gamora is now running with Stakar’s Ravager pack, to Quill’s further surprise. (Nebula didn’t tell him because she thought he’d freak out, which he proceeds to do, proving her right.) The Ravagers provide space suits and Orgocorp uniforms, and they then break into the biologically grown corporate HQ. They bluff their way past Orgocorp security (mostly by Quill and the chief of security bonding over the idiots they have to deal with on their team, in Quill’s case referring to Drax), and then get their hands on the data they need for Rocket by taking one of the clerks hostage. (Quill tries to charm her, which doesn’t even remotely work, so Gamora uses the threat of violence, which does.)

Throughout all this, Quill is being creepy and stupid toward Gamora, who is not the one he had a relationship with (though she’s pretty close to the Gamora he first met, who introduced herself to Quill by assaulting him). She keeps reminding him of this, to little avail.

Gamora (Zoe Saldana) and Peter Quill (Chris Pratt) in Guardians of the Galaxy Vol. 3
Image: Marvel Studios / Disney

They obtain the information, have a running firefight with security, and finally they make their getaway, with Groot flying the ship in to grab them.

The data they obtain has details on how Rocket came to be: he was one of many animals the High Evolutionary experimented on in his attempt to create the perfect species. Four of them—Batch 89—are placed in cages together. Besides Rocket, there’s Lylla, an otter with robotic arms, Floor, a rabbit with a weird mouthpiece, and Teefs, a walrus. (They have given themselves those names.) Rocket is also proving to be a prodigy, and is the only one of HE’s creations who has the capability for creative and inspirational thought. With Rocket’s breakthrough, HE thinks he can now create his perfect society. However, HE is ripshit over the fact that Rocket saw what the others didn’t, and at the fact that only he seems to have succeeded. He also breaks it to Rocket that he and his friends are not going to the new world he’s creating, as they had hoped.

Rocket, however, has been stealing bits and bobs every time he’s out of the cage, and now has constructed an electronic key for the cages. He frees Lylla—but before he can free the others, HE shoots Lylla, having predicted that Rocket might try something. Rocket completely loses it and attacks HE, tearing his face to ribbons. His security tires to stop him, and Teefs and Floor are caught in the crossfire. Rocket makes his way to a spaceship and escapes.

The Guardians are aghast at what was done to Rocket, as he never told them any of this. However, the passcode they need has been removed by a Recorder. Quill recognizes the Recorder who signed it out from passing him in the hall.

Quill decides to confront HE head on. Gamora thinks he’s insane, especially since it’s obviously a trap. Quill rationalizes that it’s not a trap if you know it’s coming, it’s a face-off. (He insists on that several times throughout the film. Nobody ever really buys it.) Gamora demands that they bring her back to the Ravagers, but they refuse, as time is of the essence.

Orgocorp security captures a Ravager who was keeping an eye on things. Ayesha tells Warlock to show him that they mean business while interrogating him, and Warlock incinerates him. Ayesha angrily points out that they can’t question a corpse. However, Gamora then contacts the Ravager for an exfil, and she blithely sends the coordinates, not realizing that it isn’t one of her fellow Ravagers on the line.

Adam Warlock and Ayesha in Guardians of the Galaxy Vol. 3
Image: Marvel Studios / Disney

The Guardians arrive at Counter-Earth, a re-created Earth with evolved animals living like people in an American 1950s suburb. They manage to ingratiate themselves to the locals, despite a rather nasty language barrier, and they eventually determine that there’s a tower they have to go to. They also see a great deal of crime and yuckiness, belying the notion that this is a “perfect society.”

Quill leaves Mantis and Drax with the ship to keep an eye on Rocket and takes Groot and Nebula to HE’s tower. HE’s guards refuse to let Nebula enter, as no weapons are allowed, and Nebula’s arm is a weapon. Once they get inside, HE mostly ignores and dismisses them. He also sends a minion to kidnap Rocket from the ship. That attempted kidnapping is foiled by Gamora and Warlock, though the latter is there to kidnap Rocket for himself and Ayesha in order to ingratiate themselves with HE. Drax and Mantis are not present to protect Rocket because Drax decided he wanted to be in on the action, and stole a motorcycle and rides it to HE’s tower.

However, the tower isn’t a tower, it’s a ship, and HE is taking off and destroying Counter-Earth, as it’s a failed experiment. Once the destruction starts, Warlock abandons his quest to kidnap Rocket to try (and fail) to save Ayesha, who is disintegrated, as is the entire planet. Gamora manages to take off, at least.

Groot has a mess of weapons inside himself, and he and Quill get into a firefight with HE’s thugs, eventually diving off the ship as it’s taking off with the Recorder. Meanwhile, not knowing this has happened, Nebula, Drax, and Mantis board the ship as it’s taking off to rescue Quill and Groot. Instead, they encounter a whole mess of kids, HE’s latest attempt at creating a perfect species.

Quill gets the passcode from the Recorder and is able to finally heal Rocket. For his part, Rocket is ready to give up and sees Lylla, Teefs, and Floor in the midst of a white light. Lylla convinces him that it isn’t his time yet and Rocket comes back to life, after Quill performs CPR when the medpack proves inadequate.

Nebula is rather shocked to learn that Drax knows the local language, which would’ve been useful information to have earlier, but nobody actually asked him. She’s also shocked to find out that Quill isn’t on the ship to be rescued. HE then finds and captures Nebula, Drax, and Mantis, putting them in a dungeon with three Abilisks. However, Mantis is able to get through to the big scary monsters and the three literally ride the Abilisks to freedom.

Quill contacts Kraglin, who flies Knowhere to Counter-Earth to open up a second front on HE. Several of HE’s thugs attack Knowhere, but Kraglin finally is able to get good control of Yondu’s arrow, and takes out most of the bad guys—at least until the arrow gets stuck in a wall. However, Cosmo takes care of the last thug, and Kraglin finally admits that she is a good dog.

Cosmo the dog in Guardians of the Galaxy Vol. 3
Image: Marvel Studios / Disney

Quill, Gamora, Rocket, and Groot board HE’s ship, and eventually come across their teammates and their new mounts. The other Recorder tries to mutiny against HE, as his desire to acquire Rocket has become untenable, but he kills her and the rest of his bridge crew.

Our heroes free all the kids and also—at Rocket’s insistence—all the animals HE has taken, including a mess of baby raccoons. They even rescue Warlock, which surprises him, given all the damage he’s caused.

Rocket goes after HE, which might have been a mistake, but for the fact that his teammates—and Gamora—come after him. They make short work of HE, and then escape his ship. Everyone makes it except Quill, who goes back for his Zune and winds up trapped in space. However, Warlock rescues him.

Knowhere now has a massive community of children and animals. Nebula and Drax plan to stay on Knowhere to lead the community. Both Quill and Mantis leave as well, the former to go back to Earth for more than just a fight against Thanos or to kidnap Kevin Bacon, and to really reconnect with his grandfather; the latter to find herself after spending her whole life doing either what Ego wanted or what the Guardians wanted. Gamora returns to the Ravagers, leaving Rocket and Groot the only original Guardians left, with Quill ceding leadership to the evolved raccoon.

Rocket then plays “Dog Days Are Over” by Florence + the Machine on Quill’s Zune, casting it to Knowhere’s PA system, and soon everyone is dancing to it. Meanwhile, Mantis rides off with the three Abilisks, and Quill returns to Earth and has a tearfully joyous reunion with his elderly grandfather.

We later see the new team in action: Rocket, Groot, Kraglin, Warlock, Cosmo, and one of the rescued children, Phyla.


“Quite a novel escape plan, jumping head-first into an exploding planet…”

Rocket, Floor, Teefs, and Lylla in Guardians of the Galaxy Vol. 3
Image: Marvel Studios / Disney

The post-Endgame MCU films have very much been hit-or-miss, but this one definitely qualifies as one of the hits. Like the first film (and unlike the second), there’s a perfect balance of humor, action-adventure, and pathos.

What I especially love is that James Gunn understands how writing in a larger universe works. Indeed, it’s instructive to look at the different approach that Gunn took to that of Taika Waititi. Both were building off of the events of Endgame, but where Waititi disposed of every connection to that in about five minutes (writing out the Guardians as fast as he possibly could and having Thor back in perfect physical shape via a lame-ass training montage flashback), Gunn embraced the status quo he was given. (To be fair, Gunn was a consultant and producer on Infinity War and Endgame, so he had more skin in the game than Waititi, but still…) It bodes well for Gunn’s future as the guru of the DC Extended Universe (or whatever the hell they’re calling it).

It also helps that Gunn is a really good writer and director. And he understands that the heart of this team has always been Rocket and Groot, and that holds true here. This despite the fact that those two don’t have that much screen time, and most of Rocket’s is either in flashback to his time as part of the High Evolutionary’s Batch 89 or comatose in the present.

But the movie is very much about him, finally firing the Chekhov’s gun that was on the mantelpiece (Chekhov’s Gunn?) in the first movie when Rocket first was bare-chested and we saw all the implants in his back. And his story is both glorious (from a writing perspective) and awful (from a character one), bringing into focus his inability to trust people but also his desire to be part of a found family unit. His partnership with Groot, his teaming up with the rest of the gang in the first two movies, his allying with the Avengers during the blip in Endgame, all of it is him trying to re-create the dynamic he had with Lylla, Floor, and Teefs.

And yes, it’s predictable as hell, and you know it’s coming, and dammit if Gunn still didn’t make me tear up when HE shot Lylla. (On the other hand, I rolled my eyes at the white-light near-death experience Rocket had, which was just nonsense.)

Having said that, this is a team movie, not a Rocket Raccoon movie. (And I do love that Rocket finally calls himself that at the end. The character was originally created in 1976 by Bill Mantlo & the late great Keith Giffen as a tribute to the Beatles song “Rocky Raccoon.” He was even teamed up with Wal Rus, a tribute to the Fab Four’s “I Am the Walrus.”) Everyone gets a character arc here, from Quill finally getting over losing Gamora and accepting that this isn’t his Gamora with the Ravagers now and also finally going home; Drax getting to be a Dad again, after Ronan and Thanos took that from him, which set him instead on the course to becoming Drax the Destroyer; Nebula finding purpose as a hero that she never had as Thanos’ daughter; Kraglin finally getting the hang of the arrow; and Mantis coming into her own instead of just being the woo-woo chick. (Mantis also has one of the best lines in the movie when she berates Nebula for verbally abusing Drax, because he’s the only person in the group who doesn’t hate himself.)

Best of all, though, is Gamora. Gunn doesn’t sledgehammer everything back to the status quo like certain other directors I mentioned in the second paragraph of this review section. Recognizing that this really is a different Gamora, she never fully rejoins the team. Yes, she’s there, and eventually is even willing to work with them. But in the group hug at the end, she stays back away from it, and it isn’t until she returns to Stakar and the rest of the Ravagers that she celebrates. She’s found a family, it’s just not the titular family of this movie series.

As ever, the performances are fabulous. Even the small roles stand out beautifully: Maria Bakalova’s hurt pleading with Kraglin to take back that Cosmo is a bad dog; Nathan Fillion’s cynical civil servant; Elizabeth Debicki as an Ayesha who is desperately trying to regain the glory she had before the Guardians showed up in the last movie; and, of course, Chukwudi Iwuji, giving us a grandly operatic villain in the High Evolutionary.

It’s not perfect, of course. While the pacing is much better than it was last time, it—like many of Gunn’s movies, truth be told—goes on just a hair too long. Counter-Earth being a 1950s American suburb is a spectacular failure of imagination and triumph of lazy storytelling. And while I admit to a certain bias as someone who has never liked the character of Adam Warlock, turning him into a whiny teenager borders on character assassination of a long-standing Marvel hero (though he does, at least, get a redemption arc).

Still, this is at once a great ending to the story, a perfect setup for more stories in the future, and—most important—a very good movie on its own. As with the others, music plays a huge role, from Rocket’s depression-listen to “Creep” at the start to the perfect use of Heart’s “Crazy on You” when Warlock attacks to the Beastie Boys’ “No Sleep Till Brooklyn” as the soundtrack to a fight scene to the glorious catharsis of all of Knowhere dancing to “The Dog Days are Over.”


Next week, we go back to the DC universe with Blue Beetle.

Keith R.A. DeCandido’s next big novel project is Supernatural Crimes Unit, about a division of NYPD that handles crimes involves magic and monsters, which will be published in either late 2024 or early 2025 by the Weird Tales Presents imprint of Blackstone Publishing.

About the Author

Keith R.A. DeCandido


Keith R.A. DeCandido has been writing about popular culture for this site since 2011, primarily but not exclusively writing about Star Trek and screen adaptations of superhero comics. He is also the author of more than 60 novels, more than 100 short stories, and around 50 comic books, both in a variety of licensed universes from Alien to Zorro, as well as in worlds of his own creation. Read his blog, follow him on Facebook, The Site Formerly Known As Twitter, Instagram, Threads, and Blue Sky, and follow him on YouTube and Patreon.
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