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James Gunn’s 2014 Marvel Cinematic Universe debut, Guardians of the Galaxy, wowed critics and audiences alike, and pulled off what many thought would be impossible: Turning this group of unknown Marvel characters into household names, while simultaneously pushing them into blockbuster status. Now, almost three years later, Gunn and his team have returned, with hopes to win over the audience with a sequel, which as many know, is not an easy feat. Even harder still is finding a way to create a sequel that not only lives up to the first film, but somehow can match it. A near impossible task considering the lightning in a bottle situation that Guardians of the Galaxy is, but Gunn set his sights on success, and has gone full throttle in the second film in his Guardians of the Galaxy trilogy.

That full throttle nature is both a blessing and a curse for Guardians of the Galaxy Vol. 2, which goes down the path of The Empire Strikes Back, which is clearly the film’s biggest influence. In fact, the film is not only structured similarly, but it’s also heavily borrowing from the film’s themes of family, and has an overall darker tone throughout. In some ways, this is one of the film’s biggest strengths, but it’s also creates many of the film’s biggest problems.

While the first Guardians of the Galaxy was very heavily plot driven, with the team on a mission to keep the Infinity Stone away from Ronan the Accuser, the sequel doesn’t really have a plot that thrusts it forward. Instead, the film really doubles down on the characters, using them to be the film’s drive, creating a film that’s much more about the team, and less about the things happening around them. For some, this will be a welcome change to the usual superhero formula. But for others, this is going to come off as an incredibly frustrating experience, because without a real core story, the film sorta just meanders around and does whatever it feels like doing. Of course, this is supposed to be for the betterment of the characters, so you really get to spend time with them, and watch the team continue to grow together, but that’s also mooted by the fact that for much of the film, the team is split up.

This, of course, is so that all the team can shine, as well as giving us time for many of the new characters in the film, but much of the first film’s fun came from the team’s interactions. When the team is together in this film, it’s the strongest the film ever feels, but when they’re split up, much of the film is hindered by it. However, it also opens the door for us to get new relationships between the characters, especially between Rocket and Yondu, which is one of the film’s strongest aspects. That relationship is one of the film’s biggest selling points, and really shines when they’re together. But it’s really Kurt Russell as Ego, Peter’s father, where the film really shines. Russell is fantastic in the film, fitting in naturally with these characters and this world, while also being the ideal choice for Peter Quill’s father. Much of Pratt’s performance as Starlord is reminiscent of Russell’s performance as Jack Burton in Big Trouble in Little China, so it only made sense to have the man who brought Jack Burton to life be his father within this film.

Thankfully, the character work really is great in the film, and spending time with these characters is always fun. If it wasn’t for the character’s interactions, the first film would not have been nearly as successful as it was. Gunn really loves the characters, and he just wants the audience to spend as much time with them as possible to watch their relationships flourish. It’s a noble endeavor, but it’s too bad the story lacks focus until the third act of the film, which unfortunately suffers from the typical third act issues of many superhero films face, with the impending doom of a planet or galaxy, chaos all around, and only the characters can stop it. The whole thing just feels a little too cliche, especially as many superhero films have tried to move away from this. It’s unfortunate Gunn went this route, because the film seems perfectly set up for a more scaled back and intimate final act that would have fit better overall thematically. The only reason it gets away with it, is the film becomes surprisingly emotional towards the end of the final battle. That emotional push ends up being the film’s strongest overall story and arc, and really gives the film a fantastic finale that feels earned over the two the films.

With the film’s story issues aside, the humor and heart, as mentioned above, is fully intact. Without that, this film wouldn’t really function, which is really the biggest issue here. Throughout, the cast is excellent, the movie is wickedly funny, the action is great, but without a story, it just mulls around with the characters. The film also features what may be one of the strongest openings of any Marvel film, and it’s one that for many, will go down as their favorite part of the film. That opening sets the tone for the film, which really is endlessly fun and entertaining, which is amazing considering the film is also incredibly dark in moments, again pushing The Empire Strikes Back vibe it has from the outset. So much so that one of the film’s third act reveals is upsetting for audiences, as it should be, but never drags the film down. It’s a much needed dark note that pushes our characters to their brink, and strengthens them as characters. All that works, even with the film being light on story, which continues to be the biggest sticking point for this film.

One thing that isn’t a sticking point though is the choice of music Gunn has used for Awesome Mix Vol. 2, the tape Peter’s mother gives him within the film. Much like the first, the soundtrack is almost a character itself within the film, and it many ways, the soundtrack is more important to the film than the first. Every song is not only at the right place at the right time enhancing the scene, but every sound is the DNA of the scene it’s in. Every lyric matches the moments, ever strum of a guitar feels like it was made for this specific film. It’s amazing to that these songs weren’t written for the film, that’s how well used they are, and that’s the biggest compliment Gunn can be paid for what he’s pulled off here.

With more humor, more heart, and more guardians, Guardians of the Galaxy Vol. 2 not only matches the first film in many ways, it surpasses it. But in other ways, the film falters, dragging it down. Even with those faults, the movie ends up being not only being incredibly entertaining, but another fantastic addition to the Marvel Cinematic Universe. Gunn has proven that he not only loves these characters, but he truly understands them. His orchestration of the cosmic side of the Marvel Cinematic Universe is truly a stroke of genius, and it’s great to see Feige giving him to make the film he wants to make. This isn’t a perfect sequel, but it’s still a good film in its own right, and more than worthy of your time.