Film / Guardians of the Galaxy Vol. 3

Spoilers for all Marvel Cinematic Universe works preceding this one will be left unmarked. You Have Been Warned!

It's time to face the music.

"We were gone... for quite a while. But no matter what happens next, the galaxy still needs its Guardians."

— Peter Quill

Guardians of the Galaxy Vol. 3 (stylized as Guardians of the Galaxy Volume 3) is a 2023 science fiction superhero film, a sequel to Guardians of the Galaxy and Guardians of the Galaxy Vol. 2, the 32nd film and 42nd overall installment of the Marvel Cinematic Universe, and the second film of its Phase Five. It is written and directed by James Gunn and stars Chris Pratt, Zoe Saldaña, Dave Bautista, Karen Gillan, Pom Klementieff, Vin Diesel, Bradley Cooper, Sean Gunn, Will Poulter, Chukwudi Iwuji, Elizabeth Debicki, Maria Bakalova, and Sylvester Stallone.

Set a few years after the events of Avengers: Endgame, the Guardians are still in mourning from the loss of their universe's Gamora, and struggling to connect to her alternate 2014 Variant (who instead joined the Ravagers). Despite this, the Guardians have settled fully into their roles as the galaxy's protectors from their new home base of Knowhere, which they have transformed into a refuge for outcasts and people down on their luck.

However, this new status quo is shaken by the arrival of a new threat — the Sovereign superweapon, Adam Warlock, who pushes the Guardians of the Galaxy to the breaking point in an initial confrontation that leaves Rocket grievously injured in a way where he cannot be healed thanks to a copyright-locked bomb in Rocket's cybernetic body. Racing against the clock, the Guardians discover that they can save their friend if they can infiltrate OrgoCorp, a bioengineering company that has the key to saving Rocket's life.

While hooked up to medical devices, Rocket's origins are explored in full, unveiling his backstory and explaining how his traumatic past created the person that he is. It's revealed that he was uplifted by the High Evolutionary, who also runs OrgoCorp and created the Sovereigns, in pursuit of creating a perfect society by any means necessary. The High Evolutionary then seeks Rocket for his own sinister designs, as he's dissatisfied with the way that the world is and seeks to recreate it in his image. The Guardians must now rally to face what could very well be their greatest challenge — and the last one that they will do together.

The film was released in theaters on May 5, 2023. A Christmas Special, The Guardians of the Galaxy Holiday Special, was filmed simultaneously with the film and released the preceding November to set up plot points present in the film.

Previews: Trailer 1, Trailer 2, Super Bowl Trailer

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Guardians of the Galaxy Vol. 3 provides examples of:

Tropes A to B

• Accidental Misnaming: While they discuss Quill's past relationship with her counterpart, Gamora drives home her lack of attachment to him by mistakenly calling him "Quinn" before being corrected. Despite this, she calls him "Quinn" again later in the film, but in that case, she's just trying to annoy him.
• Actor Allusion: Will Poulter is once again involved in a situation where a guy during an interrogation is unintentionally killed because the interrogator misunderstood the context of the instructions. In this case however, it’s Played for Laughs.
• Adaptational Dumbass: In the original comics, Wal Russ is a technological genius, whereas Russ' film counterpart Teefs considers the fact he's thinking at all is worthy of note.
• Adaptational Wimp: In the comics, Adam Warlock is a cosmic-level being capable of going toe-to-toe with Thanos. Here, however, he has significant difficulty in apprehending one Ragtag Band of Misfits. This is justified when it is revealed the High Evolutionary called for his awakening sooner than required. Because of this, he has the personality of a child needing to be guided. Despite showing how powerful he is, said powers have supposedly not fully matured yet.
• Adaptation-Induced Plot Hole: In the comics, the High Evolutionary is a human from Earth, which explains why his New Men and Ani-Men are all uplifted Earth animals. Here, the Humanimals still appear as in the comics, but the High Evolutionary himself is a Human Alien who isn't from Earth, so there's no real explanation why the vast majority of his test subjects are from Earth instead of other planets. The issue is briefly hand waved by having the High Evolutionary mention that he visited Earth once, and liked its culture so much that he wanted to replicate it.
• Adaptation Name Change: Some of Rocket's animal friends that were adapted from the comics had their names changed for the film. Wal Rus's name has been changed to Teefs, while Blackjack O'Hare is changed to a female rabbit named Floor.
• Adaptation Origin Connection: In the comics, the High Evolutionary is an Evilutionary Biologist from Earth who has absolutely no relation to Rocket. Here, he's the Mad Scientist behind Rocket's creation.
• Adaptation Species Change:
  • The High Evolutionary is a Human Alien of unrevealed origins, while his comics counterpart is an Earth human.
  • Phyla is a member of a created race called the Star Children rather than a Kree/Eternal hybrid.
• Adventures in Comaland: Rocket's past (and his talk with his dead childhood friends) is explored through his dreams (and a brief commute to the afterlife) after he's left at death's doorstep by Adam Warlock.
• Advertised Extra:
  • Kraglin and Cosmo appear alongside the rest of the Guardians in posters for the movie but they sit out for most of the movie until the climax.
  • Rocket gets mortally injured during the first battle and stays in a hospital bed and out of action until the third act. However it's downplayed, as he's still the main focus of the film thanks to the point of the first half of the plot being saving his life and flashbacks revealing his Dark and Troubled Past.
• Advertising by Association: "From director James Gunn", the trailer declares.
• Afterlife Antechamber: While flatlining, Rocket dreams of a white room with Lylla, Teefs, and Floor waiting for him.
• Afterlife Welcome: Lylla, Teefs, and Floor welcome Rocket to the afterlife before he gets revived by his friends.
• Age Cut: The film opens with a frightened baby raccoon being selected from his litter, with an ominous shot of the High Evolutionary's hand reaching towards it. As the shot zooms in on the baby's face, it gradually fades to that of the adult Rocket in the present day.
• The Alcoholic: In the beginning of the film, Quill has let himself become this, regularly daydrinking himself into a stupor to cope with his grief over the double loss of Gamora and the guilt of being partially responsible for the Snap.
• Alcohol-Induced Idiocy: After Adam Warlock attacks the guardians by surprise in Knowhere and leaves Rocket heavily wounded, Peter, who was literally sleeping off a bender up until the attack, leaves without even putting on his trademark jacket and, more importantly, two pieces of his kit he rarely parted with in the previous movies: his space mask and rocket boots. This oversight would have been fatal in the climax, if not for Adam Warlock himself rescuing him at the last moment.
• Alien Arts Are Appreciated: Reversed with aliens appreciating Earth art. The High Evolutionary believes the art and culture of Earth is unmatched in the universe and coopts it to build his utopia. In the Mid-credits scene, before a battle the new Guardians of the Galaxy discuss which songs from Earth they like, as Rocket plays "Come and Get Your Love" by Redbone on the Zune.
• All Your Base Are Belong to Us:
  • The United Ravagers make a show of their arrival, marching a small army onto the Guardian's ship in just a few seconds while Mainframe announces they're about to be robbed blind. Luckily, they're here to help.
  • During the Final Battle, minions of the High Evolutionary Zerg Rush-invade the Ravager's ship until Kraglin manages to fight them off with his Yaka arrow.
• An Aesop:
  • A central theme of the film is that it's important to accept things the way that they are instead of trying to force them to fit a specific vision, as reflected in both the High Evolutionary being the antithesis of this and Star-Lord accepting that his Gamora is gone and that the alternate Gamora deserves to find happiness in her own way.
  • Also, this film seems to be a heartfelt plea from Director James Gunn, a proud animal rights advocate, for the next generation to treat all life with equal kindness, dignity, love and respect. This is most evident during the final rescue of the imprisoned animals of The High Evolutionary's exploding charnel-house, where protecting the lives of the hideous tentacled monstrosities that almost ate the Guardians in Volume 2 were given equal priority as those of the cute and fluffy Earth Animals that audiences usually empathized with. In addition, the Guardians initially decided to save just the "higher lifeforms" but then ended up saving all the animals once they actually saw them.
• And the Adventure Continues:
  • The film ends with the new Guardians of the Galaxy line-up — Rocket, Groot, Kraglin, Cosmo, Adam Warlock, Phyla, and Blurp — discussing their favorite musicians and listening to 'Come and Get Your Love' while they save a Krylorian village from a horde of dangerous creatures.
  • After the second stinger, we get "The Legendary Star-Lord Will Return" splashed on the screen.
• Angrish: How Peter expressed his volcanic rage towards the High Evolutionary, which takes form in a hilarious stream-of-consciousness Word Salad of all the ugliest characters of 1980's pop-culture that the Disco Dan Manchild can think of:
  "Screw you! You stretch-faced, Robocop-looking, Skeletor-wannabe, purple-nurple piece of...!!" (Line cuts off due to the other side crushing the com-link in anger.)
• Animal Testing: Rocket's backstory shows him and other animals being tested on by the villainous Evilutionary Biologist.
• Apocalypse How: At least a Class-5 for Counter-Earth, possibly even Class-X, although we don't see the aftermath of it, and only its version of New York Class-0 is showcased. Pretty much the entire Humanimals civilization is annihilated.
• Apocalypse Wow: The destruction of the entire Counter-Earth and Warlock flying through it is nothing short of spectacular.
• Arc Welding: There were no indications that the Sovereigns had anything to do with the High Evolutionary in Volume 2, but the connection is clearly established here in order to give a clear through-line for the narrative.
• Arc Words: "It's good to have friends" and "Sky" for Rocket's flashbacks. Both take on a tragic meaning in the final flashback; just when it seems like the group is free, the High Evolutionary shoots Lylla in the back as she's uttering the former, and the latter is Lylla's last word as she looks up, having never managed to truly see the sky. As Rocket sees Lylla again while nearing death himself, she tells him that she and their friends have been flying through the sky since their deaths, and that he's welcome to join them... but not yet.
• Arm Cannon: Nebula's artificial arm can now morph into a beam weapon, among other things.
• Ascended Meme:
  • Perhaps unintentionally, but in a TV spot, Rocket says "So that happened." This quote is commonly associated with discussions about the MCU's style of quippy humor, even though it was never actually spoken in anything associated with a Marvel production (until the ad happened). The line is not in the film proper, but there is a similar sequence where Star-Lord sums up what happened to Gamora in a similar tone.invoked
  • When relating the backstory of his relationship with Gamora, Peter acknowledges that his losing control at Thanos indirectly led to Thanos succeeding in his plan in Infinity War, referencing the "It's all Star-Lord's fault" meme that spread following that film's release.
• Author Appeal: James Gunn is a big animal lover, so it's no wonder that the High Evolutionary, a man who cruelly mistreats and experiments on cute animals, is portrayed as one of the worst villains in all the MCU and gets an extremely cathartic punishment for his actions.
• Awesome, but Impractical: Having upgraded Knowhere with engines and a powerful cannon, the Guardians have Kraglin pilot the Celestial head to the High Evolutionary's ship. Unfortunately, while Knowhere does manage to cause a significant amount of damage on the enemy's ship, it does not have any proper defenses or even a security team other than Kraglin and Cosmo, leaving the citizens at the mercy of the High Evolutionary's soldiers.
• Back for the Finale: Yondu is seen in a vision by Kraglin, and Pete's grandfather appears at the end (reading a newspaper with a story about Kevin Bacon being abducted by aliens), while Cosmo's poker game features the Broker (from the first film), Bzermikitokolok (from the Christmas Special), and Howard the Duck. In addition, the Ravagers Stakar, Martinex, Krugarr, and Mainframe return, and both Thor and Stan Lee are seen in the scrapbook photos over the end credits.
• Back-to-Back Badasses: Groot and Quill stand back-to-back while slowly spinning and firing off their weapons.
• Back Up Twin: Defied by the time-displaced Gamora as she remains pissed that the Guardians, Quill especially, are hoping she would simply "remember" the life of the original Gamora. She never returns to that state, but hints are shown of her being more accepting of the Guardians and her new place in the universe, while still not embracing the role of the original Gamora. She ends the film returning to the Ravagers as her new family, though parts with the Guardians on respectful terms.
• Bad People Abuse Animals:
  • The High Evolutionary experiments on animals to create a perfect species. He is willing to incinerate failures and anything that outlives its usefulness— For Science!, obviously.
  • The primary Recorder, normally verbally abused by the High Evolutionary, is shown venting his anger by hitting cages with innocent animals, and fittingly suffers probably the most painful death in the film.
• Bait-and-Switch: If you had heard that the film would contain the MCU's first F-bomb, then watching the opening credits you might think it occurs during Radiohead's "Creep", but in fact they do end up using the radio censored version of the song (i.e. replacing "you're so fucking special" with "you're so very special"), and the F-bomb comes much later in the film.
• Barefoot Cartoon Animal: Partially averted for Rocket this time, as he uses gravity boots as part of his uniform. Still played straight during the flashbacks and when he's on the medical bay table.
• Beast Man: The "perfect people" that the High Evolutionary used to populate Counter-Earth, his supposed utopia based on Earth.
• Because You Were Nice to Me: The Guardians' inherent goodness and natural inclination to help others naturally contrasts them against the monstrous Big Bad, and pays off for them many times.
  • Peter initially tries to get Ura to help him through charm (though he lays it on a bit thick), but once Gamora takes her hostage, he repeatedly apologizes for how violent she is, offers an explanation for their dynamic (which is largely Played for Laughs), and begs Ura for her help just by appealing to her better nature. Gamora understandably scoffs at the idea that this would ever work, but it does, as she lets Peter into the OrgoCorp system so he can save his friends.
  • He also earns the help of the bat-lady from Counter-Earth by offering her a handkerchief after she falls and scrapes her knee. She brings the Guardians into her home, does her best to give them the info they need despite the language barrier, and lets them use her car.
  • The High Evolutionary tries to kill Mantis, Drax, and Nebula by feeding them to Abilisks. Instead, Mantis is able to tame them by using her powers to soothe their fear and pain, rather than trying to hurt or attack them as they're likely used to. By the end of the movie, they've become her loyal followers/pets.
  • While rescuing all the kids and animals from the High Evolutionary's ship, Groot also brings Adam Warlock, despite the fact that he tried to kill them numerous times and nearly did kill Rocket. When Adam lampshades and questions this, Groot (through Drax) tells him that everyone deserves a second chance. Adam is so touched by this that he saves Peter from dying in the vacuum of space, and is shown by the end to have joined the new roster of the Guardians.
• "Be Quiet!" Nudge: From behind Peter's back, Mantis signals Drax to stop talking when the latter starts to go off on a tangent about his knowledge of analogies and metaphors.
• BFG: Knowhere has been outfitted with a massive cannon sticking out of one of the Celestial skull's eye sockets. It's certainly big enough to blow up a hole from Arestes Laboratory.
• Big Bad: The High Evolutionary is an alien Mad Scientist who uplifted Rocket as part of his experiments to create a perfect species, and is also revealed to have created the Sovereign, with Ayesha and her own creation Adam Warlock now working for him to hunt down Rocket, allegedly so that the High Evolutionary can use him to perfect his work (but seemingly also for revenge for defying him).
• Big Damn Heroes: It is a superhero film, after all. Biggest one is when Warlock flies to space to save Quill from being frozen.
• Big Damn Hug: An extended scene at the end of the heroes hugging Quill in a Group Hug. Except for Gamora.
• Big Damn Reunion: At the end of the film, Peter returns to Earth and reunites with his grandfather, who cries Tears of Joy upon seeing his long-lost and presumed dead grandson.
• Big "NO!":
  • Rocket's reaction to Lylla getting gunned down by the High Evolutionary.
  • Peter yells an enraged / hurt "NOOOOOO!!!" when Rocket flatlines.
• Big Sister Instinct: A brief moment of it: After Nebula, Drax, and Mantis have been captured by the Big Bad, the rest of the Guardians prepare to Storm the Castle to get them back, but Peter offers Gamora the chance to stay out of it and remain on the ship. She promptly responds, almost casually, "I'm not leaving my sister alone with that maniac."
• Bio Punk: OrgoCorp's aesthetic and function. The Orgoscope is a massive space station grown from living tissue, and staffed by corporate employees to fund the High Evolutionary's illegal experiments.
• Bittersweet Ending: The High Evolutionary is beaten (Word of God saying he’s been jailed after Rocket chose to spare him), and his insane designs for the universe are stopped, but Counter-Earth is destroyed, killing countless innocent creatures (and Ayesha). The original Guardians of the Galaxy also disband as its founding members each decide to pursue their own paths in life, and Peter and Gamora ultimately don't get together. However, Drax is able to become a father again by adopting the children formerly imprisoned by the High Evolutionary, Peter stops running from his past and returns to Earth to reunite with his still-alive grandfather, and Rocket steps up to the plate of leading a new band of Guardians to pick up where the original team left off. Meanwhile, Nebula resolves to protect and lead Knowhere, Gamora finds a home with the Ravagers, and Mantis sets out to figure out what she wants to do with her life.
• Black Comedy: While interrogating a Ravager, Ayesha commands Adam to "show him we mean business" through torture. Adam proceeds to roast the guy with a Hand Blast (with gruesome results), much to his mother's frustration.
  Ayesha: I said show him we mean business, not disintegrate him!
  Adam: Well, what business could we have shown him?
• Blasphemous Boast: During his Sanity Slippage, the High Evolutionary gives us "THERE IS NO GOD! THAT'S WHY I STEPPED IN!"
• Blatant Lies: Drax gives two to Mantis:
  • When Mantis complains that Drax didn't offer any zarg-nuts to her, to which he replies that there aren't any left, before immediately (and incredibly indiscreetly) popping one into his mouth.
  • Later, on Counter-Earth, Drax decides to knock a resident off their motorcycle and ride to the High Evolutionary's tower, going against Quill's orders. When Mantis objects, saying they have to stay with the ship and protect Rocket, Drax states that they are, and are just going to drive back to the ship (which is in walking distance from them). When Mantis hops on, Drax guns straight for the tower, much to Mantis' anger.
• Bloodier and Gorier: Not only is Vol. 3 far more bloody and violent than the two films preceding it, but it's one of the most violent films in the MCU, period. Examples include: Adam Warlock's vicious assault on the Guardians, which results in Rocket bleeding out and nearly dying, Nebula cutting off chunks of a planet made of flesh complete with blood, scenes of horrific animal cruelty, Adam accidentally burning the top half of a Ravager to the bone with his laser beams, the brutal climactic corridor fight scene, Rocket tearing the High Evolutionary's face to shreds, and Gamora tearing off his replacement face, which allows us to see the gruesome aftermath in full detail. Suffice to say, the movie pushes its PG-13 rating to its absolute limit, and it's only due to (most of) the blood being of the yellow alien variety that it doesn't get bumped any higher.
• Body Horror:
  • Most of the High Evolutionary's experiments are very disturbing to look at, looking like blends of different creatures and cybernetic implements hastily cobbled together.
    • Rocket's friends when he was younger serve as an example. Lylla's arms are replaced with thin metal limbs. Teefs' lower body is replaced with wheels. Floor loses her hindlegs and can move with metallic spider legs while her mouth is replaced with a speaker to talk through.
  • The OrgoCorp headquarters is grown from organic material, which in practice means that it looks like it's made from living skin, hair, flesh, and misplaced body parts. Their security camera looks like a disembodied human eye. It even bleeds.
  • As in the previous movies, Nebula suffers some horrific injuries from which she walks away while her body slowly pops back into shape. The sight of her walking with half her limbs torn at unnatural angles is quite unsettling.
  • The High Evolutionary's real face is pure Facial Horror, looking worse than even the Red Skull, since he looks exactly how you'd expect someone to look after getting mauled by an animal.
  • Just like in the first movie, Quill is almost frozen in space during the explosion of the ship in The Climax. Even after getting back to atmosphere thanks to Warlock saving him, it takes some time for his face to stop being bulgy.
• Bookends:
  • The film opens and closes with music playing over Knowhere's PA system. In the opening, the Guardians are listening to Radiohead's "Creep" while somberly going about their day. In the conclusion, the whole station joins in a dance party set to Florence + the Machine's "Dog Days Are Over".
    • At the beginning, Mantis asks Drax to dance with her, but he refuses because "only idiots dance". At the end, during the Dance Party Ending, when Drax is surrounded by all the children rescued from the High Evolutionary's ship, he joyously decides to join in.
    • Rocket starts playing the music while sitting alone on a set of stairs in a plaza of Knowhere. During the finale, he's again sitting on a set of stairs and starting the music, but this time he's accompanied by a pair of raccoon kits.
    • Before this, a brief flashback shows a baby creature, handpicked by his brethren, that would become Rocket Raccoon. During the climax, Rocket returns to the cages and starts liberating the same baby creatures. He then finds information that confirms that they are all Earth Raccoons. And so is he.
  • Peter began the trilogy by being abducted, leaving his family and world behind, including his grandpa. He exits the Trilogy by coming back to Earth for a reunion with his grandfather.
  • Peter dances to Redbone's "Come and Get Your Love" in the first film. In the mid-credits scene, Rocket plays the song.
  • There's two The Oners right at the beginning and end of the film. The first was when Adam attacks Knowhere to kidnap Rocket, brutally injuring the Guardians who tried to stop him (most prominently Rocket, whose injuries were almost fatal), because they were caught unaware (Peter was even drinking himself into a stupor just seconds before). While they successfully repelled Adam, Nebula's blow was survivable for someone like him. The second and final one was when the Guardians (plus Adam's new pet) assaulted the High Evolutionary's base, fully showcasing the team's much better combat ability and teamwork when they both had something to fight for and were prepared beforehand. This culminated in every single Guardian taking their potshots at the High Evolutionary, brutally tag-teaming him, before Rocket ultimately decides to spare him but have him imprisoned on Knowhere.
• Bring My Brown Pants: At one point, poor Blurp pees all over the floor in terror.
• But Now I Must Go: At the end, two of the Guardians leave the team by doing this. Quill returns to Earth to visit his grandfather, while Mantis decides to walk the galaxy on a quest for self-discovery. Two more, Nebula and Drax, are still around on Knowhere but aren't involved with missions anymore.

Tropes C to E

• Call-Back:
  • When the Guardians were arrested by the Nova Corps in the first film, the officers mentioned that "Subject 89P13" is technically Rocket's legal name (or as close as he has to a legal name), and "Rocket" was a pseudonym. This film reuses that terminology and, in exploring his past, how he got it.
  • In the first film, a drunk Rocket angrily ranted how he was frequently and painfully experimented on, which made him a "monster". This film fully explores his tragic origins and, eventually, his fellow Guardians learn the truth while trying to save him. To hammer it in, The High Evolutionary even calls Rocket a "freakish little monster".
  • Rocket is still a huge fan of Earth music, to the point that he routinely steals Quill's Zune. When Quill decides to return to Earth in the finale, he gifts the Zune to Rocket.
  • Drax still refuses to dance. Initially.
  • Adam Warlock's appearance at Knowhere signifies that Ayesha's intent to sic him on the Guardians of the Galaxy wasn't just an empty threat.
  • Star-Lord notes that the galaxy needs its Guardians, echoing what Thor told him before they went their separate ways.
  • During the second trailer, Drax tells his fellow Guardians "I want you all to know I'm grateful to fight beside my friends", paraphrasing something the original Gamora said when officially forming the group in the first movie.
  • Once again, Peter stops mid-escape to retrieve his music player despite the urgency of the situation. This time, it very nearly gets him killed.
  • Peter specifically mentions Thanos killing half of the universe because of his screwing up (well, technically, he ''had'' to screw up, otherwise Doctor Strange's 1-in-14-million plan wouldn't have worked.)
  • In the first film, Gamora's motivation to betray Thanos and Ronan came from the former agreeing to the latter's demand to wipe out Xandar. The High Evolutionary annihilating Counter-Earth similarly horrifies this variant of Gamora, motivating her to stand against him alongside the Guardians.
  • Drax is still eating Zarg Nuts and refuses to share them with Mantis even after she asks for them, probably because of that time when she ate all the Zarg Nuts.
  • Rocket plays Redbone's "Come and Get Your Love" during the mid-credits scene, calling back to Star-Lord's introduction in the first film. Kraglin even recognizes the callback in-universe and starts laughing.
  • Peter returns to Earth and reunites with his grandfather. The latter recognises him despite the former leaving nearly forty years prior. Both Janet Van Dyne and Scott Lang have had a similar experience being trapped in the Quantum Realm. Despite this, they recognised both Hope and Cassie respectively.
  • The post-credit scene is of Quill and his grandfather eating breakfast together. This mirrors the Avengers eating in a restaurant in silence after the Battle of New York. Quill's munching is audible over the closing logos.
  • Krugarr of the Ravagers uses the same portal magic as the Masters of the Mystic Arts.
  • Peter's grandfather turns out to still be alive on Earth. This was actually established in Vol. 2 when he makes a blink-and-you'll-miss-it cameo reacting to Ego's expansion.
  • A vision of Yondu tells Kraglin to use his heart to master the Yaka Arrow, calling back to Vol. 2 when he told Quill that's how he did it and to do the same with his celestial powers.
  • Peter is impressed by Drax's -actually Mantis'- metaphor, before Drax messes it up by conjuring what is decidedly not metaphors, calling back to the first movie's poor grasp of the concept.
  • Both Peter and Kraglin say "aw, hell" at random points, absolutely evoking their Daddy, Yondu.
  • Gamora refers to the High Evolutionary (Rocket's abusive god-like father) as a jackass, which is the specific word Yondu used for Peter's abusive, god-like father.
  • In Avengers: Infinity War, Rocket poses as the leader of the Guardians and calls himself captain after Thor assumes him to be such, much to Peter's chagrin and declarations to the contrary. Here, when Peter names Rocket the new leader of the Guardians, he follows it up by calling him "captain."
  • This is the third time Quill ends up exposed to the vacuum of space. The first time is in Volume I to save Gamora, the second time is in Volume II where Yondu sacrifices his life for Peter's but unfortunately Peter has no space mask in this installment when jumping from the High Evolutionary's Pyramid to Knowhere. It nearly kills him if not for a Heel–Face Turn Adam Warlock saving him. It's the closest he's gotten to death.
  • Rocket continues to insist he's not a raccoon whenever anyone calls him that, as he's done since the first Guardians movie and throughout various other MCU movies. However, he finally learns that he is, in fact, a raccoon, and at the end introduces himself for the first time as "Rocket Raccoon."
• Call of the Wild Blue Yonder: P-1-3 gives himself the name "Rocket" due to his dream of flying with his friends:
  Rocket: We'll all fly away together... into the forever and beautiful sky.
• The Cameo:
  • Howard the Duck and the Broker from the first movie, and Bzermikitokolok from the Holiday Special all appear playing cards with Kraglin and Cosmo.
  • A vision of Yondu Udonta appears to Kraglin near the end to remind him to use the Yaka Arrow with his heart.
  • A small one. Molly Quinn returns as a Ravager after being Howard's date in the second movie.
  • Pete Davidson appears briefly as an Arete guard, but is under so much makeup as to be unrecognizable.
  • A bald eagle can be seen among the animals the High Evolutionary wants to experiment on. Gunn stated on Twitter here that that wasn't just a reference to Eagly, that was Eagly himself.
• Camera Spoofing: During their infiltration of the Orgoscope, Quill hacks the camera pointing right at their point of ingress with a small device, momentarily fooling the security agent in charge of watching the camera feeds, which gives them enough time to take off their space suit before the security detail arrives.
• Canon Character All Along: The most prominent Star Child is revealed in The Stinger to be named Phyla.
• Can't Default to Murder: Peter has to talk Drax down from killing anyone when they're preparing to go out on a mission. Drax keeps trying to find excuses to satiate his bloodlust, even suggesting they kill "one stupid guy that no one loves."
  Peter: Now you're just making it sad!
• Casting Gag:
  • This isn't the first time that Chukwudi Iwuji has played an alien in a superhero project that James Gunn has been involved with.
  • When Mantis and Drax are infiltrating OrgoCorp, Mantis empathically manipulates one of the guards into falling in love with Drax. Said guard is played by Benjamin Byron Davis, who was originally considered to portray Drax in the first movie.
• Cathartic Scream: During the Dance Party Ending on Knowhere, Drax, Cosmo, Kraglin, Nebula, Groot, and Rocket all let out cries of joy embracing their new normal and the strides they made overcoming the obstacles to get there.
• Central Theme:
  • Accepting imperfect things for what they are.
    • Peter suffers from a lot of angst and has taken up drinking over Gamora dying, and spends a chunk of the film in denial that her variant from Endgame isn't the woman he fell in love with. By the end, he accepts her for who she is and they part on good terms, with some Ship Tease potentially hinting at what the future could hold.
    • The Big Bad of the film — The High Evolutionary — is driven by a narcissistic desire to create a world designed to his specifications, accomplishing this by inhumanely experimenting and altering innocent lifeforms and then destroying them when they don't turn out exactly how he desired them to be, willfully ignoring their good qualities in the process.
    • The High Evolutionary's ludicrous, inconsistent standards for his "perfect society" are contrasted by that of Knowhere. Knowhere is a society built, in part by the Guardians, of disparate races and species from across the universe. It's a chaotic society, populated by imperfect beings who frequently squabble, gamble, and annoy each other. But since they accept each other because of their imperfections (not in spite of them), they are all able to pull together whenever the need arises, such as rescuing a shipload of refugees. The High Evolutionary fails, or more likely chooses not to, understand this.
      Rocket: You don't want to make things perfect. You just hate things the way they are.
  • Compassion and Empathy:
    • Oddly for a film of the guns-blazing Flash Gordon Space Cowboy genre, kindness and compassion actually solves more of the conflicts in This Volume of Guardians than violence does.
    • While Gamora screaming at the red-skinned receptionist only makes her more reluctant to give her and Quill the security codes, Quill gently acknowledging she is a good person living paycheck to paycheck for a Bad Boss proved to be much more effective.
    • While visiting Counter-Earth, Drax throwing a basketball back in the face of a little bunny girl who threw it to him naturally causes the crowd to turn on the Guardians, with Groot transforming into a colossal Kaiju to drive the mob away, predictably making them panic and pouring oil on the fire. What finally earns the manimals' trust is Peter gently offering a frightened bat-woman, who tripped over and cut her knee during the chaos, a handkerchief to clean her wound. His kindness earns her friendship and hospitality, and a car to drive to the High Evolutionary's ziggurat.
    • Nebula and Mantis violently screaming at each other naturally sends a cell full of small children into tears of terror, making it harder for them to cooperate in their escape from the High Evolutionary's prison. It is Drax's warmly making them laugh that dissolves their fears and earns their trust.
    • While Drax and Nebula are prepared to fight to the bitter end against the three giant tentacled Abilisks that have them cornered and dead to rights, Mantis understands that they are afraid of the torture that the High Evolutionary will inflict on them if they do not kill the trio, gently reaches out to caress one of them, and earns the friendship of all three.
    • Groot earns the friendship of Adam Warlock after saving his life in spite of the latter's repeated attempts to kill the Guardians, warmly telling him "Everyone deserves a second chance."
    • When they reach the area where they need to connect the High Evolutionary's ship and Knowhere to escape, some of his soldiers stand in the way. Instead of having a firefight, Peter tells them they can come with them if they simply put their guns away and the guards take the offer.
• Cerebus Retcon: The movie heavily implies that the Running Gag about Rocket's obsession with prosthetic limbs is fueled by his backstory and friendship with Lylla, Teefs, and Floor, all of whom were animals with prosthetic limbs.
• Chance Meeting Between Antagonists: While the Guardians are infiltrating OrgoCorp to find the file with the passcode to Rocket's kill switch, Quill incidentally bumps shoulders with Recorder Theel, who has just removed the passcode from the file to take to the High Evolutionary. Quill recognizes Theel later when Nebula is analyzing the file and the record of who previously accessed it.
  Quill: I saw this guy outside of Records today!
• Changing of the Guard: The movie ends with Star-Lord, Drax, Mantis and Nebula having left the Guardians to pursue their own paths, but Rocket, Groot, Kraglin, Warlock, Cosmo and Phyla (and Blurp) form a new iteration of the team with Rocket as leader.
• Chekhov's Boomerang: Before Adam's attack, Rocket slides a card-like device in his pocket. It was later revealed that it's actually a makeshift key that he used as a juvenile to escape his cage and free his friends, and later on he uses it to free baby raccoons and other animals in the same place.
• Chekhov's Gun: The gravity boots Rocket tested at the beginning of the movie come in handy in the climax when it comes to countering the High Evolutionary's gravity powers.
• Children Are Innocent: The Guardians find a large group of captured orphans on the High Evolutionary's spaceship and go out of their way to rescue them.
• Chuck Cunningham Syndrome:
  • Following on from the Holiday Special, the Guardians are now permanently stationed at their new base on Knowhere. The whereabouts of its previous owner, the Collector, remain unknown.
  • Before infiltrating OrgoCorp, the Guardians rendezvous with Stakar and his Ravagers, who were introduced in the previous film. While Martinex, Krugarr and Mainframe return, Charlie-27 and Stakar's wife Aleta are not seen or mentioned.
• Clothing Damage: After the scout ship of the Bowie he crashed onto explodes on him, Adam Warlock is left basically shirtless and unconscious.
• Collapsing Lair: The villain's spaceship disintegrates during the final act and the heroes have to get off it in time while also evacuating other innocents.
• Colour-Coded for Your Convenience:
  • When out in space to break into the Orgosphere, each Guardian wears a differently colored space suit. Later Averted. The colour-coded buttons on their arms used to speak to the other suit’s users turn out not to be as convenient as the colours don’t correspond with their suits.
  • The High Evolutionary's ship's airlock barriers give off a different color based on whether they are protecting the ship from the vacuum of space (orange) or not (purple)
• Combination Attack: During the final confrontation with the High Evolutionary, the Guardians defeat the villain as a team, with each member applying their preferred combat technique.
• Composite Character: The High Evolutionary takes the role of the Halfworld Shrinks in Rocket's origin, the Enclave in Ayesha and Adam's, and Elysius of the Eternals in Phyla's.
• Continuity Nod:
  • Groot quotes his predecessor's famous "We are Groot." line mid-firefight, but only in the trailers. In the movie proper, he similarly goes off-script to say "I love you guys." — though this is apparently the audience understanding Groot as opposed to him speaking English.
  • The Guardians are still piloting the Bowie, the new ship that Mantis and Drax used to fly to Earth in The Guardians of the Galaxy Holiday Special.
  • Three Abilisks, the same species as the monster that the Guardians fought in the opening fight of Guardians of the Galaxy Vol. 2, appear near the film's end.
  • Nebula and Groot do the same Ravager salute Yondu's Ravager crew did when attending his funeral in Guardians of the Galaxy Vol. 2. The group also wears the same outfits as Baby Groot did in that film, albeit form-fitting for each character.
  • In the second post-credits scene, a newspaper headline references how Kevin Bacon got abducted by aliens, alluding to the events of The Guardians of the Galaxy Holiday Special.
• Contrasting Sequel Antagonist: Both Ego and the High Evolutionary are visionary villains who want to create an environment they deem better, and both of them are interested in one of the Guardians because of their respective target's Uniqueness Value across many subjects. They, however, differ vastly in their methods: Ego created his subjects in the "natural" way, while the High Evolutionary does it through artificial means; also, Ego wanted everything to be like him so he was a threat to the entire universe, while the High Evolutionary wants to create a perfect society, so he poses a threat specifically to the Guardians, his own creations and whoever else happens to get on his way.
• Copycat Mockery: A particularly cruel example. When Rocket screams and sobs after Lylla is murdered, the High Evolutionary (the one who killed her) makes fun of his pain by imitating him ("All right, P-1-3! You win the crying contest! Now back in the cage!"). This ultimately proves to be a very big mistake.
• Costume Evolution:
  • Having become an official team, the Guardians now don matching blue and red uniforms that they wear on official business.
  • Nebula no longer wears her gold face plates from Endgame, and also has a new metal arm courtesy of Rocket.
  • When not in uniform, Drax now wears a black sleeveless vest, instead of going shirtless like in the other films.
• CPR: Clean, Pretty, Reliable: A variant. When Rocket flatlines, Peter proceeds to yank all the electrodes out and performs some kind of CPR. It keeps him alive long enough for the copyright key on the High Evolutionary's cybernetics to work, and let them use a medpack so that Rocket wakes up.
• Crapsaccharine World: Counter-Earth may be based on Earth in the 1970s with the bigotry and corruption expunged, but travelling beyond the central district reveals that it still evolved to have violent crime and even drugs.
  Nebula: This is the perfect society?
• Creative Sterility: The High Evolutionary's creations are very intelligent, able to learn and apply advanced knowledge, but ultimately only demonstrate rote memorization and are not capable of true innovation. Rocket is, for unknown reasons, the only exception among many generations of experiments. The High Evolutionary's focus on recapturing him is not in order to reclaim any secret tech contained in his body, but to dissect and study his brain to try and replicate his intellect in future generations.
• Crisis Makes Perfect: While repeatedly struggling to gain control of the Yaka arrow, Kraglin eventually succeeds on the third attempt when the survival of the ship is on the line.
• Cruel and Unusual Death: Groot kills one enemy by shoving a limb into its mouth — and out through its body. He then uses the corpse (at least one would hope it was dead by this point) to smash several other foes.
• Curb-Stomp Battle:
  • Adam Warlock's first battle with the Guardians sees him brutally disable Rocket, reduce Groot to just a head, snap Mantis' arm like a twig, and pound both Nebula and Drax into the dirt. It's only when Nebula impales him that Warlock is driven off, and even that doesn't seriously impede him for very long.
  • When the High Evolutionary confronts Rocket for the last time, once the raccoon counters the Evolutionary's gravity powers with his anti-gravity boots and the other Guardians arrive to help, the result is a blisteringly fast, coordinated and utterly brutal thrashing of the madman that cannot even be considered a proper "fight" at all, being resolved without him being able to even throw a single attack at them in under 30 seconds.
• Curse Cut Short: The High Evolutionary destroys Nebula's comm device before Peter can finish calling him a stretch-face Robo Cop-looking Skeletor wannabe purple nurple PIECE OF [destroyed].
• Dance Party Ending: The movie ends with Groot, Rocket, Nebula, even Drax, and the rescued children dancing in the streets of Knowhere to "Dog Days are Over".
• Dark and Troubled Past: As we find out, Rocket went through hell. After the High Evolutionary subjected him to a series of experiments that Nebula outright says was worse than anything that Thanos did to her, Rocket learned that his creator who put him through all that pain planned to abandon him after getting what he wanted, before he killed the love of his life and best friends in front of him.
• Darker and Edgier: With a truly monstrous villain, disturbing depictions of animal cruelty, genocide, Rocket's near-death experience complete with briefly flat-lining, Quill struggling with his grief for the original Gamora, and some of the most brutal violence in the entire MCU rivaled only by Doctor Strange in the Multiverse of Madness, the film is by far the darkest of the Guardians trilogy, and one of the most somber films in the whole franchise. This is evident even from the opening title sequence, as while the previous two Guardians films started with characters dancing to up-beat pop songs, this film starts with the Guardians somberly going about their day with the downbeat "Creep" by Radiohead playing on the soundtrack.
• A Day in the Limelight: Downplayed. While the movie does work as an Origins Episode for Rocket, this is done by way of Flashback B-Plot, while he's completely absent from the main plot until the climax, in which all of the Guardians take part and prove crucial.
• Death by Adaptation: Lylla, Teefs and Floor all die trying to escape. In the comics, Lylla, Wal Russ, and Blackjack O'Hare were all still alive as of their most recent appearances.
• Death by Irony: Subverted in the climax. Until Warlock saves him, it initially looks like Peter's going to die the same way Yondu died in the previous film (and how Gamora nearly died during the attack on Knowhere in the first movie): freezing to death in the vacuum of space.
• Death Wail: Rocket lets out several screams after Lylla is shot in front of him. It really doesn't help when the High Evolutionary starts mocking his cries.
• Decon-Recon Switch: All over the place.
  • Of the Ragtag Bunch of Misfits that the Guardians are famous for being. Despite having worked together for years by this point and being famous heroes, their numerous differences still often result in Teeth-Clenched Teamwork, to the point that Nebula outright accuses Drax and Mantis of being The Load while Mantis also insults Nebula, and it becomes a plot point that everyone is constantly making separate plans simply because they feel like it, resulting in half of the team breaking into the High Evolutionary's ship to rescue Quill and Groot who have already escaped. Despite this, however, the Guardians are genuine True Companions who love each other like family and their many differences are what allow them to work together so well as a team as well as bring unique skills and experiences.
  • Of the Replacement Goldfish. Quill at first tries to recreate a connection with the Gamora from 2014, having spent years mourning her death but is consistently horrified by how brutal the new Gamora is while she is angered by Quill's attempts to make her like the original Gamora. Gamora also points out that Quill's need for her to be someone important to him reveals that there is something wrong with him. Despite this, while they don't begin any sort of romance Quill and Gamora part on friendly terms, Gamora having come to see why the original Gamora could have fallen for Quill and saying they "must have been fun" while Quill recognises her as a different person from his Gamora and acknowledges that his need to have his version back stems from how he's been running from the pain of his mother's death for decades.
  • Of Drax's role as the Dumb Muscle. Nebula eventually becomes furious with Drax's lack of self-awareness, yelling how everyone is constantly carrying him on this team while he remains cheerfully oblivious to how very little he contributes to the team. Mantis points out that while she does think he's stupid, which Drax is hurt by until she makes him forget, he's also a caring person and the only member of the team not haunted by his Dark and Troubled Past. Nebula also comes to see that his dumb but well-meaning nature is what made him an amazing father in the past and important to getting the kids to safety, with the ending have her tell Drax that he was not born to be a destroyer, but to be a father which is why he takes responsibility of the freed children.
  • Of Mantis' role as The Heart. Nebula points out that her role mostly involves sensing peoples' feelings and talking about it with them, making her in Nebula's eyes just as useless as Drax. However, the film shows that her empathic abilities make her able to befriend any creature, including the alien monsters that the High Evolutionary hoped would kill them. It also allows her to encourage and help her allies, such as when Cosmo's exhaustion almost caused her to lose focus in using her powers.
• Decoy Protagonist: The film makes a case that Star-Lord is not the true central character of the trilogy, despite the first two movies focusing heavily on him — Rocket takes that role, with each film representing a step on his journey, culminating in him becoming Captain of the Guardians of the Galaxy. This is reinforced by a line spoken by Lylla:
  Lylla: This story has been yours all along. You just didn't know it.
• Demoted to Dragon: Ayesha gets a particularly undignified case of this; after being a lesser part of the Big Bad Ensemble in Vol. 2, she returns here as a henchwoman for the High Evolutionary, who treats her with no respect whatsoever, and whose primary contribution is giving orders to the powerful, but naive and childlike Adam Warlock. It ultimately culminates in her getting blown up in a blink-and-you'll-miss-it shot during the destruction of the Counter-Earth.
• Detrimental Determination: The High Evolutionary expends a large amount of his resources and manpower trying to recapture Rocket and dissect his brain, because his ego can't handle the one time Rocket got an answer when he couldn't. Some of his own men turn on him when he wants to continue the pursuit as their ship is being destroyed rather than die foolishly for his hurt pride.
• Did Not Get the Girl: Star-Lord accepts that this other version of Gamora is her own person and that despite his feelings for her, she isn't the person that he remembers and she deserves a shot at finding happiness elsewhere.
• Died Happily Ever After: Lylla, Teefs, and Floor are shown to be happy in the afterlife when Rocket meets them. The scene helps to mitigate any feeling of sadness the audience may still have about their death.
• Disney Death:
  • For a moment, Rocket flatlines and has a Near-Death Experience complete with a heaven-like setting and his deceased childhood friends there. However, the override code miraculously implements successfully and Rocket is revived, much to Quill's delight.
  • Quill briefly gets stuck in space for too long, but then a reformed Adam Warlock saves him.
• Do a Barrel Roll: The camera does this as Adam counters Drax's attack while raiding Knowhere to kidnap Rocket.
• Dogs Love Being Praised: Cosmo gets called a bad dog by Kraglin and spends the movie demanding he take it back. She's over the moon when he does.
• Doppelgänger Gets Same Sentiment: Star-Lord really projects his feelings about the original Gamora onto the new one — both their romantic relationship, and the found-family one she had with the Guardians. This only serves to piss Gamora off even more, because aside from not knowing Quill or the Guardians, she's fresh off a timeline where she was second-in-command to a genocidal maniac. She even calls Quill out on his incessant need to turn her into a Replacement Goldfish. While the frosty dynamic between Quill and Gamora definitely thaws by the film's end, Gamora chooses to return to the Ravagers, and Quill accepts that this Gamora is a different person.
• Double Standard: Rape, Sci-Fi: Mantis telepathically forces an OrgoCorp guard to fall in love with Drax. It doesn't lead to anything, and he apparently shakes it off later, but the implications of this are passed over to play it comedically.
• The Dragon: Adam Warlock is functionally one serving the will of the High Evolutionary, but only because he wants to save his people. Once the High Evolutionary is left for dead, he ends up teaming up with the Guardians of the Galaxy.
• Dramatic Alien VTOL: The epic sequence when the High Evolutionary's spaceship takes off from Counter-Earth.
• Drowning My Sorrows: At the beginning of the movie, Quill is on a bender, still mourning Gamora.
• Earn Your Happy Ending: While bittersweet in that the original team is now over, leaving only Rocket, Groot and Kraglin who recruit new Guardians, the film ends with all the characters achieving a happy conclusion to their personal stories with the exception of Groot. Quill accepts that he's been running from the pain of his mother's death and leaves to reunite with his grandfather on Earth, Rocket defeats the High Evolutionary and resolves his own painful past to become the new leader of the Guardians, the new version of Gamora finds a family of her own with the Ravagers while parting on good terms with the Guardians, Nebula decides to help Knowhere rebuild and provide others the home she never had, Drax becomes the protector to the children the High Evolutionary was experimenting on, Mantis realizes that she's spent her entire life doing what others wanted and resolves to figure out what she wants to do with her life, and Kraglin finally gains control of Yondu's arrow.
• Earth-Shattering Kaboom: Counter-Earth is destroyed this way when the High Evolutionary finds out about the crime there and decides his "perfect society" was a failure.
• Egopolis: The way the High Evolutionary made Counter-Earth's Statue of Liberty a statue of himself suggests that the whole planet may be this.
• Establishing Character Moment:
  • In the High Evolutionary's first scene, he orders around Ayesha. He stands on a invoked Scully Box to look her in the eye, which makes him seem petty and insecure...and then he starts inspecting her face and eyes like a farmer or vet inspecting an animal. This is the leader of the powerful Sovereign race, and he treats her like a sick pet.
  • Adam Warlock's first scene: he bursts into Knowhere to tangle with the Guardians, beats most of them handily, and No Sells Kraglin's arrow. However he's also obviously confused and manages to lose track of Rocket despite holding him, eventually running away after Nebula gets in a sneak attack.
• Even Evil Has Loved Ones: Ayesha is a smug egotist out to kill the Guardians of the Galaxy over a small theft, but she does love Adam as her own son.
• Even Evil Has Standards: Retroactively for Thanos; Nebula is driven to tears at the sight of Rocket screaming in agony while being forcibly modified by The High Evolutionary while fully awake, implying that The Mad Titan had the (comparative) decency to put his daughter to painless sleep with anesthetics beforehand, so she didn't have to suffer during her forced modification surgeries.
• Everyone Has Standards:
  • A variation with Nebula. Given everything Thanos put her through, you'd think Nebula (justifiably) has a monopoly on suffering body trauma and unwilling cybernetic augmentation. But even she's horrified and appalled upon learning the full details of the High Evolutionary's experiments. She outright says that what he did to Rocket is worse than what Thanos did to her.
  • Because this Gamora is different from the one who Thanos sacrificed in Infinity War, she is shown to be very ruthless throughout the film, with no qualms about taking hostages or shooting (albeit non-lethally) people who are unarmed and surrendering, but seeing the High Evolutionary destroying Counter-Earth and every living soul upon it absolutely horrifies and disgusts her, with Gamora even wondering what kind of person could do such a thing. And this is despite her adoptive father having regularly slaughtered half the population of entire planets, including her own.
  • Played for Laughs; according to Cosmo, despite the Soviets firing her into space with no intentions of bringing her back, even they never called her a "bad dog" like Kraglin did.
  • The High Evolutionary's minions try to mutiny against their master when it becomes clear to them that he prioritizes Rocket's capture over the fact that their ship is in flames. They draw their guns on him and try to force him to stand down, but he simply kills everyone present.
  • After Adam kills a Ravager, he sees the Ravager's pet looking sad, and decides to adopt it, despite his mother's wishes and the High Evolutionary's likely distaste. He even takes it with him on a mission to keep Ayesha from killing it.
• Evil Is Hammy: Oh god, the High Evolutionary, even by the standard set by MCU villains. Even when calm, he is an egomaniac whose arrogance seeps into his every word. And on a dime, he will have an emotional outburst where he screams like a lunatic, all with the same grandiose dialogue.
• Evil Is Petty: The High Evolutionary resents Rocket for figuring out a solution for the humanimals' unchecked aggression, and had abandoned any semblance of being Affably Evil shortly after he'd done so.
• Evil Is Visceral: Appropriately given the High Evolutionary being an Evilutionary Biologist, a lot of his experiments involve tampering with living creatures. Many of his creations are chimeras full of Body Horror and his main base, the Orgoscope, is a Womb Level full of Meat Moss.
• Exactly What I Aimed At: When young Rocket makes his escape attempt, three guards open fire on him. Rocket himself is unharmed and guns them down, but realizes after the guards had killed Teefs and Floor, just as the High Evolutionary ordered.
• Exact Words: Young Rocket was told by the High Evolutionary that he is needed to help create a new world. Unfortunately, while he and his friends look forward to going there, the High Evolutionary never promised they would go. He simply needs Rocket's intelligence to perfect his experiments.
• Extremely Short Time Span: Not counting the flashback scenes, the events of the film take place over a period of two days.
• Eye Lights Out: Happens to the cyber-organic guard War Pig when Adam Warlock rips her head off.

Tropes F to K

• Facepalm: Mantis is holding her head with both hands as Drax is giving Quill a great (i.e. disastrous) demonstration of his "grasp" of analogies.
• Facial Horror: The High Evolutionary's face is seemingly stretched over his skull, which has been augmented with cybernetics a la RoboCop (who Quill compares him to). After the High Evolutionary is defeated, this is revealed to be a mask; after the High Evolutionary killed Lylla, Rocket savaged his face, and when the extent of the damage is revealed in the present, it's shown that the High Evolutionary's face has no skin left, leaving him exposed as a visceral, skull-like chunk of meat once the mask comes off.
• False Utopia: Counter-Earth. While at first it looks like the perfect society the High Evolutionary has always strived for, it turns out that the world is inflicted with the same social problems regular Earth has like homelessness, drugs, and violence. The High Evolutionary is well aware of the problems and ends up destroying the entire planet to re-start anew.
• Family-Unfriendly Violence: All over the place to extremes the previous films — and most other MCU projects — haven't shown before, particularly concerning the High Evolutionary's fetish for torturing, mutating and incinerating uplifted animals, and an enraged Rocket raking his face literally half off in response to one abuse too many, the lovely, Two-Face-esque result we see at the very end of the movie.
• Fed to the Beast: The High Evolutionary attempts to kill Mantis, Nebula and Drax by lowering them into a pit inside of his ship full of Abilisks. However, Mantis realizes that they only eat batteries and are only threatening them out of fear, and so she uses her empathetic powers to calm them down and befriend them.
• The Fellowship Has Ended: By the end of the film and trilogy, and much like the Avengers at the end of Endgame, the original Guardians team we've followed since 2014 has officially disbanded. However, while the founding team is no more, Rocket (succeeding Quill) recruits a new generation of Guardians to take their places. Further, only Quill and Mantis are truly unavailable for now. Nebula and presumably Drax will still be on Knowhere, and it's easy enough to contact the Ravagers and get Gamora.
• Final Battle: The climax of the film is the Guardians and their allies storming the High Evolutionary's ship to rescue the captive Nebula, Mantis, and Drax, which then shifts to taking him down to save all his imprisoned test subjects.
• Final Solution: Upon learning his creations have fallen into the same vices as the humans they were supposedly bred to be better than, the High Evolutionary decides to blow up Counter-Earth and start over.
• Flashback B-Plot: Plot A is the conflict between the Guardians and the High Evolutionary, in a race against the clock to save or kill Rocket, respectively. Plot B is Rocket reliving his past while unconscious.
• Flatline: A flatline sound rings out when Rocket (temporarily) leaves to the Spirit Realm.
• Flat "What": Quill's response when the High Evolutionary declares that Counter-Earth's social issues will be resolved by wiping out the entire population and starting over again.
• Fluffy Tamer: Mantis manages to use her abilities to turn three Abilisks to the Guardians' side; they stick with her and leave alongside her at the end.
• Fly-at-the-Camera Ending: Doubles as a Charge-into-Combat Cut. The Stinger ends with the Guardians charging at a horde of evil creatures and we see Rocket flying at the camera. Cut to the closing credits.
• Foil: Interestingly enough, Ayesha and Rocket. Both are gifted members of what amount to prototype projects of the High Evolutionary, ones that he clearly had nearly no expectations of. Both demonstrate talents at design that equal and arguably exceed his, with Ayesha's "son" Adam being at the very least as impressive an accomplishment as anything created by the High Evolutionary. But while Rocket has rebelled and escaped the High Evolutionary's control, Ayesha clearly still seeks his approval. And while the High Evolutionary accepts Rocket's genius (albeit in a way that allows him to devalue Rocket as a person), he is quick to dismiss Ayesha's creation as a failure, declaring grandly that Adam has "something wrong with him" after he fails to retrieve Rocket.
• Foregone Conclusion: Rocket promises to escape with his friends and see the sky together, since it's all being done in flashback we know Rocket has to survive and since his friends were never mentioned or seen before it's obvious they don't survive the escape attempt. Doesn't make it any easier when they all die though.
• Foreshadowing:
  • The sign for the Guardians of the Galaxy's office is broken during the fight with Adam. The team itself breaks up in the finale.
  • In the opening scene, when Quill is roused out of his drunken stupor by seeing Rocket with his Zune, Rocket is also wearing his signature outfit (resized, of course). At the end of the movie Rocket ends up the new Captain of the Guardians, taking Peter's role and place for real, and is given the Zune as a parting gift.
  • The High Evolutionary threatens to destroy the Sovereign civilization if Adam and Ayesha fail him again, and Ayesha confirms he can do so easily. Counter-Earth, having failed to meet the High Evolutionary's standards, is summarily destroyed.
  • Adam Warlock is implied early on to be a fundamentally good person, as he shows remorse to even accidental killings and compassion towards orphaned animals, in stark contrast to his intellectually potent but emotionally stunted creator The High Evolutionary, who casually disregards all life as broken toys, justifying his Heel–Face Turn when shown genuine kindness by The Guardians of the Galaxy.
  • Counter-Earth is meant to be a peaceful utopia, but when the Guardians arrive it takes little provocation for a crowd to begin stoning them, and the car they borrow is visibly dirty. Not long after we see that Counter-Earth has fallen prey to urban and societal decay.
  • Shortly before the Guardians arrive on Counter-Earth, we are shown the High Evolutionary's latest project, and Recorder Theel suggests "moving to the new colony", implying that the High Evolutionary has decided to move on from Counter-Earth. When it happens, this is not nearly as innocuous and harmless to Counter-Earth as it sounds.
  • Peter hilariously calls the High Revolutionary a "stretched-faced, RoboCop-lookin', Skeletor wannabe" while insulting him over the radio. Just like Alex Murphy, the High Revolutionary's "face" is nothing more than rubbery skin that exists to cover up his heavily mutilated face.
  • While heading into what is clearly a trap set by the High Evolutionary, Quill insists on referring to the encounter as a "face-off". After the High Evolutionary is defeated by the Guardians, Gamora quite literally peels his face off to reveal the damage Rocket inflicted on him in the past.
  • The actual face-off in space also includes Knowhere arriving to attack the High Evolutionary, another literal face-off.
  • In Infinity War, Thor assumes Rocket is the leader of the Guardians and Rocket plays along with it despite Quill pointing out that he's the captain, and Lylla tells Rocket in his near-death vision that Rocket has always been the main character. By the end of this film, Quill officially makes Rocket the new "captain" of the Guardians.
  • In Rocket's flashbacks, the High Evolutionary is often shown putting his hand or hands around Rocket's relatively tiny head, and the first thing we see of him is his hand reaching for baby Rocket. It's not violence, but it does threaten violence and work as a show of dominance. In the High Evolutionary's first full scene, he examines Ayesha by inspecting her mouth, like she's livestock. The last thing young Rocket does to the High Evolutionary on his way out the door is put his hands on the High Evolutionary's head. And it is certainly violent.
• Frankenstein's Monster: Rocket is this to the High Evolutionary — a science experiment, cobbled together from convenient biological parts, that somehow escaped his grasp and exceeded all expectations. The High Evolutionary takes it very personally that his "inferior" creation turned out to be smarter and more ingenious than him or any of his other "perfect" creations. He even has the "abusive parent" theme going, except Rocket wants absolutely nothing to do with his past, and doesn't even like to talk about it. But when he does face his "father", he acts a lot like the original.
• Freudian Excuse Is No Excuse: Lampshaded by Peter when confronting the High Evolutionary at Counter-Earth. He makes it clear he has no interest in hearing whatever tragic backstory the villain could have, and that nothing justifies what he has done so far. Of course, the High Evolutionary is never actually presented with one. He's just an evil bastard with a god complex.
• Friend to All Children: When faced with dozens of scared, crying girls in the High Evolutionary's ship, Drax demonstrates his paternal skills by making silly sounds and goofing around to quickly entertain and calm them. Carried further in the end when he leaves the Guardians to devote himself as a full-time father to them on Knowhere.
• Funny Background Event:
  • As Gamora tells Drax and Mantis that they're breaking into the High Evolutionary's pyramid ship, she explains they're doing this because Quill and Groot are in there and they have to get them out. Meanwhile, Peter and Groot fall past with a screaming Recorder.
  • During the one-take hallway battle near the end, look for Drax while Gamora is fighting the large tentacled Hellspawn, and you'll be treated to him bashing a random guard's head into the wall for about five seconds straight.
• Futile Hand Reach: When Peter is almost dying in space, Groot tries extending his arm in order to grab him, but his vines freeze due to the coldness of space and shatter.
• Gender Flip:
  • Floor the rabbit is a female in the film, while her comic book counterpart, Blackjack O'Hare, is a male rabbit.
  • Cosmo the Spacedog is male in the comics, while his MCU counterpart is female. This brings Cosmo in line with their real-world inspiration, Laika, the Soviet space dog and one of the first animals in space.
• Genetic Abomination: Most of the High Evolutionary's experiments are simply victims, but he has an army of what he calls Hellspawns, uplifted animals grafted with cybernetic limbs and weapons and which look utterly terrifying.
• A God Am I: The High Evolutionary deliberately makes sure his creations view him as a god and worship him as such, and he obviously believes that it's totally justified. He even admits as such during his Villainous Breakdown.
  The High Evolutionary: THERE IS NO GOD! THAT'S WHY I STEPPED IN!
• God Is Good: Prior deities in the MCU aside, the existence of a capital "G" God akin to the comic's One Above All is implied. Rocket meets Lylla, Teefs, and Floor in an unironic paradise for Heaven where Lylla tells Rocket the circumstances of his engineering by the High Evolutionary don't stain him because a greater "hands" were at play guiding the events.
• Go into the Light: Implied with the bright backdrop of the Afterlife Antechamber Rocket enters into during his Near-Death Experience. Also, the soundtrack playing underneath is called "Into the Light".
• Gone Horribly Right: Rocket, from the High Evolutionary's perspective. He was smart enough to rebel against the High Evolutionary and escape, and ultimately return to bring down the High Evolutionary and destroy his empire.
• Gone Horribly Wrong: Quill mocks an imperfection of the High Evolutionary's Counter-Earth where its inhabitants still commit crimes. As the High Evolutionary cannot stand his creations not living up to his lofty standards, this motivates him to destroy the planet and everything living on it.
• Good Thing You Can Heal:
  • Like in the previous movies, Groot frequently loses limbs only to regrow them on the spot or by the next scene. In particular, he is reduced to a head after his fight with Adam Warlock.
  • Nebula suffers horrific injuries, getting her body completely mangled during her fight with Adam Warlock and having her neck broken during the final fight. None of this stops her and she only takes some time to put her limbs back in place. In the latter example, she also continues fighting for a while while her caved-in head is hanging limp on her back.
• Gory Discretion Shot:
  • Subverted; Rocket's last flashback has him furiously savage the High Evolutionary's face after he kills Lylla, but, aside from brief flashes, the damage goes unseen... until the climax, where Gamora peels off the face that is revealed to be a mask, exposing the hideous extent of the damage for all to see.
  • Played straight involving the process in which the High Evolutionary uplifted Rocket. It's shown twice, and neither time in detail to the audience, but what visuals are used make it obvious that it was both horrific and excruciating. The Guardians are deeply disturbed when they watch archived footage of the process, immediately and collectively deciding that It's Personal.
• Grand Finale: Of the Guardians of the Galaxy saga as we know it. While the Guardians as an intergalactic super-team will continue, most of the team leave to pursue other interests, and the post-credits caption declares that "The Legendary Star-Lord Will Return" rather than the Guardians. James Gunn, Zoe Saldaña and Dave Bautista have all publicly declared the end of their involvement in the franchise.
• Greater-Scope Villain: The High Evolutionary is responsible for the horrific experiments that created Rocket, but also created the Sovereign (the gold-skinned villains from Vol. 2) and by extension, Adam Warlock. It's quickly revealed in act one that Ayesha and adam are now working for him under threat of having their society annihilated.
• Green-Eyed Monster:
  • Played for Laughs with Drax, who insists that he is Quill's best friend rather than Rocket.
  • For a more serious example, this is why the High Evolutionary truly hates Rocket. Rocket found and corrected a flaw on the High Evolutionary's evolution chambers. Though the High Evolutionary was glad that the machine worked, he was angry at his creation for solving a problem rather than him.
• Hallway Fight: The Oner follows the Guardians (and Gamora) fighting their way through a hallway full of Hellspawns and the High Evolutionary's henchmen.
• Hard Truth Aesop: Peter and Gamora do not rekindle their romance, as she is fundamentally a different person than the Gamora that fell in love with Peter and experiences beyond their control can't simply recreate that relationship. This is not a pleasant thing as almost everyone wishes Gamora would just become the old Gamora again but they learn to accept the different paths their lives took and move on, while still appreciating what they once had.
• Has a Type: When Gamora points out that Peter's Lost Lenore sounds more like Nebula, he briefly considers it and even calls her eyes "pretty". Apparently, Quill has a thing for emotionally troubled alien girls.
• Heaven: When Rocket temporarily flatlines, he finds himself in a white void where Lylla, Teefs, and Floor are waiting for him. Lylla then states he'll soon join them in the "forever and beautiful sky". It doesn't take a philosopher to figure out what that's referring to.
• Heel–Face Turn: It was kind of inevitable. After Groot saves his life despite him repeatedly trying to kill the Guardians, Adam becomes a member himself.
• Heinous Hyena: One of the Hellspawn is a combination of a hyena and an octopus.
• The Hero: As soon as he gets better, Rocket takes on the role as he leads the Guardians (and Gamora) against the High Evolutionary and saves all of the children and test subjects.
• Heroic BSoD:
  • Rocket has a massive one during his flashback after he sees Lylla get killed right in front of him, prompting him to maul the High Evolutionary's face off. It gets worse when he sees that Teefs and Floor have been killed by the High Evolutionary's men, only ending some time after he manages to escape from the High Evolutionary's base.
  • Quill has one later on in the movie when he believes that rocket had died. he gets over it once Rocket is revealed to be alive, however.
• Hoist by His Own Petard: Over and over again, the High Evolutionary's badly conceived plans to manipulate others result in his own defeat, from his efforts to bring the Guardians (a team that has faced off against threats to the galaxy and won) to Counter-Earth on the assumption he can can deal with them easily and get Rocket, to his plan to have Ayesha and Adam Warlock working as a sort of fail-safe under the threat of the annihilation of their species resulting in them instead working for their own ends and frequently undermining his efforts to get Rocket by trying to get him themselves so they can be the ones who deliver him.
• Holding Back the Phlebotinum: Because Star-Lord leaves Knowhere in a hurry to save Rocket, he doesn't take his signature mask or rocket boots. Which would've come in handy when he jumps out of the High Evolutionary's collapsing spaceship, into the cold vacuum of space — although Adam Warlock is there to help him out.
• Hollywood Healing:
  • The Guardians have a large supply of MacGuffins called Medpacks that can cure just about any non-lethal injury within seconds (as demonstrated on Mantis' broken arm). As such, Rocket's injuries would be trivial to treat... if the High Evolutionary hadn't put a security system into his implants that would kill him on the spot should anyone attempt to perform a medical procedure on one of his creations without first entering the access code. Most of the present-day scenes of the movie revolve around the Guardians trying to steal a copy of that access code so they can shut down the security system and use a Medpack on Rocket.
  • Groot gets trashed by Adam Warlock when his body is obliterated, and he's shown steadily growing it all back as the movie progresses. He ends up using workarounds by spreading the available mass to appear larger, as well as filling all the hollow space with guns.
• Hope Spot:
  • Upon learning that the High Evolutionary is planning to remove his brain after helping him create perfect creatures, Young Rocket crafts a makeshift key card and uses it to free himself, Lylla, Floor and Teefs. Unfortunately, the High Evolutionary anticipated that he'd try such a thing. He lies in wait and shoots Lylla in the back just as Rocket frees her from her cell. Floor and Teefs are then gunned down by the High Evolutionary's guards in the crossfire, leaving Rocket to escape alone.
  • After a tense moment where it looks like several of the Guardians might die, they do manage to successfully pull off the heist at OrgoCorp and escape with what they need to save Rocket, only to find upon examining the data the one thing they do need, the code for the kill-switch, has been extracted and erased, putting them back at square one.
• Hostage Situation: When Adam Warlock attacks Quill and Gamora during the finale, Gamora puts a knife to Blurp's throat and threatens to kill the little fellow which calms Adam down.
• Hourglass Plot: In the first two Guardians movies, Gamora was The Heart of the group, while Nebula was a cynical Anti-Villain who cares more about her own vengeance than anyone or anything else, which results in her coming into conflict with the Guardians on a regular basis. In this film, Nebula has spent enough time with both the Guardians and the Avengers to understand the value of friendship and family, while the time-displaced Gamora variant is a vengeful, angry loner who can't stand the Guardians and cares about her own self-preservation over anything else.
• Human All Along: Not human, but from Earth. Rocket turns out to be a terrestrial raccoon.
• Humanity Is Infectious: Counter-Earth was inspired by a visit the High Evolutionary took to the real Earth years ago. The High Evolutionary, similarly to Ego, became quite fond of Earth culture and arts. He was even inspired to create his own Earthlike society in the form of Counter-Earth. Which then ends up developing all the flaws of Earth culture as well.
• Humans Are Flawed: And Humanoids. The High Evolutionary found the creative works of humanity among the best he had seen in the universe, but was turned off by our many negative traits. So he hyper-evolved animals while also eliminating their aggression (this last part only when Rocket figured out the problem for him). However, we see that even despite the forced conditioning, the Humanimals fell into the same vices as humans, such as homelessness and drugs. Because of this, the High Evolutionary decides to exterminate all of them and start again, implied to be the ultimate fate of all his imperfect creations (which is to say, all of them).
• Hypocritical Humor:
  • Mantis refuses to use her powers to force Peter to feel better about Gamora's absence, but, as Drax points out, she's fine with using them for cheap pranks, such as making Drax fall in love with his own sock or making a security guard at OrgoCorp fall in love with Drax.
  • On Counter-Earth, an angry crowd of alien civilians throws an object at Quill's head, and Drax laughs at Quill. The crowd of aliens starts throwing stuff at Drax as well. Which annoys him.
• "I Can't Look!" Gesture: Peter has to look away when the Guardians watch the holographic footage showing young Rocket being abused as a test subject.
• I Choose to Stay: Two of the Guardians leave the team by doing this. Nebula decides to remain on Knowhere to lead the budding society of the current inhabitants and the High Evolutionary's surviving creations, while Drax stays specifically to raise the children.
• I Hate Past Me: While not technically a past her, Alternate Gamora expresses increasing disgust and disbelief that she'd ever fall in with a pack of goofy, idiot wimps getting in her way with things like "not harming civilians", culminating in a temper tantrum of her literally spitting at the Guardians and their methods before sulking off and calling for the Ravagers to come get her, that indirectly leads to the High Evolutionary setting up a trap.
• I Let Gwen Stacy Die:
  • Rocket feels responsible for Lylla, Floor and Teefs' deaths because he was the one trying to break them all out. Even after many years, he still has never forgiven himself and apologizes to Lylla when he sees her again in the afterlife.
  • Peter equally feels responsible for letting his Gamora die, and constantly tries to get back with the Alternate Gamora, partially to assuage his guilt over the fact both his attempts at saving her ended in Thanos winning.
• Ineffectual Sympathetic Villain: Played for Drama with Ayesha and Adam. They are working for the High Evolutionary, a cruel master who doesn't care about them. Not only does he beat Adam for his initial failure, but he also warns the two that he will destroy their planet if they fail to bring him Rocket.
• Informed Ability: Adam Warlock is supposed to be the pinnacle of Sovereign genetic engineering, but he gets his ass kicked in every single fight against the Guardians. Justified, as Ayesha explains that he was taken out of his cocoon too early at the behest of the High Evolutionary; he's strong in a head-to-head fight, but he's childlike in mentality and doesn't think ahead... or at all.
• Innocently Insensitive: This time it's Drax who gets this treatment from Mantis when she defends him against Nebula by saying that his lack of competence doesn't matter since he has other positive attributes. Drax is understandably irritated.
  Mantis: [to Nebula] But you don't have the right to push him! It's not his fault he's stupid. All you care about is intelligence and... and competence.
  Drax: Not sure I appreciate this defense.
• Insistent Terminology:
  • The High Evolutionary never refers to Rocket by his chosen name, only by the designation he gave him ("89P13"). Granted, he may have never known Rocket's chosen name, but one gets the impression that even if he did, he wouldn't have cared. This bugs Rocket enough to fully embrace the label of "Rocket Raccoon" before he and the other Guardians beat the shit out of him and ultimately defeat him.
  • While the other Guardians insist that Star-Lord is walking into a trap by going right into the High Evolutionary's lair, Peter Quill repeatedly states that it's a "face-off". Thanks to Groot smuggling weapons into battle, he's right.
• Interspecies Romance: Among the typical romance between alien species that is common to the Guardians movies, we also get Rocket Raccoon sharing his first (and last kiss) with his otter friend Lylla.
• In the Back: The High Evolutionary shoots Lylla in the back while she's talking to Rocket.
• Intimate Healing: Played for Laughs; when Quill is suffering from deep depression over the loss of Gamora, it's suggested that Mantis "touch him and make him feel good" (by using her telepathic powers). Multiple people present misunderstand what is being suggested. Considering the fact that Mantis is Peter's half-sister, the Guardians and everyone else that heard it are understandably disgusted.
• In-Universe Factoid Failure: Peter is under the impression that humans have a lifespan of about 50 years, and nobody else knows enough about Earth life to set him straight.
• Irony:
  • During the Orgosphere heist, Gamora (who is green) wears a blue suit. Nebula (who is blue) wears a green suit.
  • In the first two Guardians films, Gamora was wholeheartedly devoted to the Guardians, while Nebula was a murderous outsider who couldn't stand any of them. By the time of this film, Nebula has come to accept the Guardians as her family, while a time-displaced Gamora is disgusted at what the Guardians are, Quill in particular.
  • In the climax, the High Evolutionary implicitly got his gravity powers after Rocket beat him, so he would be more physically formidable. When he uses his gravity powers to immobilize Rocket, Rocket counters them in seconds, with a random gadget he made for no real reason. Followed by a complete beatdown by Rocket's new family, which is symbolic vengeance for his first family, in the same room where the High Evolutionary revealed to Rocket that he was never planning to bring him and his friends to Counter-Earth. The only reason it's not Death by Irony is that Rocket doesn't even consider him worth killing.
• I Take Offense to That Last One: When Peter coldly tells the High Evolutionary, "I don't need another speech by some impotent whack-job whose mother didn't love him rationalizing why he needs to conquer the Universe!", he retorts to the latter part of the accusation, declaring that he is trying to perfect society, not conquer it. Possibly unintentional, as the madman is so narcissistic and self-assured that he does not even register the fact he was called "an impotent whack-job", much less take offense at it.
• It Is Not Your Time: After flatlining, Rocket meets his old friends, Lylla, Teefs and Floor, in the afterlife. When he asks if he can join them, Lylla says "Yes..." before she stops him and adds "...But not yet." She urges him to continue living to make the world a better place and they share one final kiss before he's resuscitated.
• It's Personal:
  • The High Evolutionary is bending his entire corporate and militaristic empire towards finding Rocket, supposedly to dissect Rocket's brain for being his only creation to display actual ingenuity, but it becomes clear over the course of the film that it's just as much revenge for Rocket having the gall to defy the High Evolutionary's utopian plans and for mutilating his face.
  • Peter is initially against killing anyone at OrgoCorp, only caring about getting the files with the passcode to Rocket's kill-switch and leaving. This changes after he opens the files on Rocket's past and learns about the depraved and cruel experiments they put Rocket through, and he becomes completely enraged by what he sees. The gloves are off, Peter is out for blood. When he and Groot arrive at OrgoCorp's headquarters on Counter-Earth, he coldly states his intentions to murder them all and makes good on his word by shooting down a good chunk of the High Evolutionary's men alongside Groot and personally giving Recorder Theel (who performed the operations on Rocket) an over-the-top and gruesome death.
• I Want Them Alive!: The reason young Rocket survives the shootout with the guards after he escapes from the cage is because the High Evolutionary had ordered the guards to liquidate the rest of Batch 89, but to spare Rocket.
• Janitor Impersonation Infiltration: The Guardians infiltrate the Orgoscope by disguising as maintenance crew. This works well for Quill, Nebula and Gamora but the security detail ultimately recognizes the Guardians.
• Jerkass Has a Point:
  • While rude, violent, and throwing Quill into a wall was going too far, Gamora 2.0 is perfectly in her right to get angry and call out Peter for pushing the original Gamora's personality onto her and not seeing her as her own person, instead of trying to deal with his own emotional baggage.
  • Nebula definitely lays it on thick when she chews out Drax for being dumb and incompetent after they just barely make it onto the ascending Arete, but she's not wrong that he directly ignored Peter's orders to stay with the ship and as a result could've gotten Gamora and Rocket killed.
• Killed Off for Real: Invoked and discussed. The original Gamora died in Avengers: Infinity War and there's no way to bring that Gamora back, so Peter tries to convince 2014's version of Gamora to effectively take her place, without much success.
• Kirk's Rock: The scene with the Guardians in The Stinger is set in a rocky desert with a familiar spiky rock foundation.
• Klingons Love Shakespeare:
  • The High Evolutionary is a fan of Earth opera, and even connects it to his manifesto for creating a perfect world.
  • Rocket has gained a love for Earth music, and is in the habit of stealing Peter's Zune.
  • Come The Stinger and after a time skip, the new Guardians are all fans of human music, each with their own particular favorites.
• Know When to Fold 'Em: When Peter meets some of the High Evolutionary's men aboard his exploding ship with their weapons trained on him, Quill points out killing him means losing their only ticket out of there. They quickly decide they aren't being paid enough to die and take the offer.

Tropes L to N

• Lampshade Hanging: The MCU's recent trend of villains with a sympathetic past or understandable motive for their actions is acknowledged when Peter confronts the High Evolutionary and says he's not interested in hearing whatever tragic backstory or ideals he has because nothing could justify the cruelty he's displayed. And Peter is right, as the High Evolutionary is just an abusive monster with no redeeming qualities whatsoever, which is exactly how he was intended to come off as.
• Language Barrier: Whatever languages the inhabitants of Counter-Earth and the Star Children speak, this isn't on most translators and the heroes have to do with acting up, drawings or images to get their points across. This is insisted upon with the lack of subtitles so the audience also has no idea what they are talking about.
• Laser-Guided Karma: The High Evolutionary kills Rocket's beloved friends after letting him have a Hope Spot of a successful escape, then mocks his reaction to it. Rocket snaps and proceeds to maul him to the point entire chunks of his face are missing, and what's left is horribly disfigured.
• Last Disrespects: The High Evolutionary sickeningly mocks Rocket's cries of sorrow after murdering his First Love Lylla in cold blood, and then has the gall to wonder why the poor raccoon tore his face to pieces in an eruption of grief-fueled rage.
• Late-Arrival Spoiler: The trailers and promotional materials make no bones about the fact that Gamora was Killed Off for Real in Avengers: Infinity War, and a pre-Character Development variant was introduced in Avengers: Endgame.
• Left the Background Music On: Adam Warlock is introduced flying towards Knowhere as "Crazy On You" plays at full volume. The scene then cuts to Rocket's room, where the song continues playing quietly from his Zune.
• Living MacGuffin: The High Evolutionary is seeking Rocket because he is unique among his creations in his ability to innovate, while all the others simply mimic or memorize what they see. Meanwhile, the MacGuffin that the Guardians are desperately searching for is the access code that will deactivate the kill switch inside Rocket's body.
• Locked Out of the Loop: Despite having bonded with the Guardians over the last decade, Rocket has never told his surrogate family about his own traumatic origins (or at least beyond what he accidentally let slip during his drunken tirade in the first film). So, the Guardians know nothing of the High Evolutionary or OrgoCorp until they start digging and following the trail — and are left horrified by the revelations. A tearful Mantis even lampshades it, wondering why Rocket never told them any of this.
• Lured into a Trap: Subverted. The High Evolutionary thinks he has trapped Peter in his headquarters but it turns out Peter and Groot came prepared.
• Made of Iron:
  • Rocket showcases this more than any other movie he's been in. He gets slammed through various structures by Adam Warlock, and the High Evolutionary uses his gravity powers to smash Rocket into the walls and ceiling of his ship. The High Evolutionary's gravity powers were also enough to completely subdue Adam Warlock. Taking a point-blank blast from Adam does manage to nearly kill Rocket, however. It may be worth noting that Rocket is a cyborg, so parts of him are perhaps literally made of iron, and in both cases where he was attacked, his assailant was trying to bring him in to have his brain removed later for study and was probably not trying to risk injury to him which could ruin that.
  • Adam easily survives being stabbed through the heart by Nebula. And though powerful explosions are enough to kill Sovereigns — as demonstrated with Ayesha — Adam Warlock manages to mostly get by just fine after Star-Lord surprises him with an explosion. He only takes Clothing Damage and is no worse for wear after briefly falling unconscious.
• Major Injury Underreaction: In the beginning of the movie, Kraglin accidentally impales Nebula in the chest with Yondu's Arrow, to which she only reacts with an eyeroll and sigh.
• Manchild: For all his incredible power, Adam Warlock is very childlike — justified, as he's only a few years old and the High Evolutionary had him removed early from his cocoon. He's still very obedient to his "Mummy", doesn't understand the nuances of grow-ups, and has a very childish appreciation for pets.
• Matrix Raining Code: When the heroes use the passkey to revive Rocket, the code is shown as green techy source code running down on a graphic display.
• Meaningful Echo: Kraglin used to call Cosmo a bad dog but after the latter saves the day there is a heartwarming moment of him calling her a good dog.
• Meaningful Rename: A young Rocket and his childhood friends give themselves new names, when they prepare to live on Counter-Earth. Rocket chooses "Rocket", after he sees one blast into outer space and starts dreaming of building his own ships and flying off with his friends. Later in the movie, Rocket realizes he is indeed a raccoon, and finally calls himself Rocket Raccoon.
• Meat Moss: The Orgosphere is an entire space station and corporate headquarters built from living tissue. While the inside is relatively sterile and has a more user-friendly appearance, the exterior is almost entirely flesh and skin.
• AM/FM Characterization:
  • After the Age Cut, the film opens with Rocket quietly singing along to Radiohead's "Creep", which he is playing over Knowhere's PA system. It demonstrates that despite having a Found Family, Rocket still considers himself a freak of nature that shouldn't exist.
  • In sharp contrast to the titular Guardians (and Ego), the High Evolutionary is shown primarily listening to Earth's classical and opera music, signifying his more prestigious nature and admiration for the technical achievements of humanity rather than the friendly rough-and-tumble heroes we've come to love.
  • The final song played in the film before the credits is "Dog Days Are Over" by Florence + the Machine. While all the other songs in the films are fairly old, being from the early-mid 90s at latest and more frequently hailing from the 70s and 80s, "Dog Days" is from 2009, making it by far the newest song on the soundtrack. It's therefore not coincidental that it plays when the Guardians put the past behind them and go their separate ways.
  • In the post-credits scene, Rocket asks the new Guardians who their favorite musicians are— all of them serving to show off their personalities a bit. Phyla lists Britney Spears and Korn— one being a pop artist typical for a young girl, the other being a Nu Metal act to show she has a bit of an edge to her. Kraglin mentions Garth Brooks, a very "man's man" country singer, showing his attitude of rough-hewn masculinity. Cosmo answers Carpenters, a melodic pop duo best known for Silly Love Songs, expressing Cosmo's sentimentality. Adam Warlock cites Adrian Belew, specifically his work with King Crimson, a progressive rock group, suggesting him to be cultured and alternative in taste but not snobby. And Rocket lands on Redbone, specifically "Come and Get Your Love"—long demonstrated to be one of Peter's favorite songs.
• Mix-and-Match Critters: Some of the High Evolutionary's experiments include parts from different animals, along with a hefty dose of cybernetics. The Hellspawn themselves are heavily mutated chimeras sent to attack Knowhere and guard the High Evolutionary's ship.
• Mood Whiplash: The High Evolutionary's first scene sees his minions provide him with a stool so that he can tower over Ayesha (Elizabeth Debicki is about 6” taller than Chukwudi Iwuji, and is deliberately shown to be wearing massive heels). At first, it seems like this is for humor, and the High Evolutionary is insecure about her being taller than him. But then he begins inspecting her teeth and eyes like she's a piece of livestock while she can only meekly submit, making it very clear that he regards her as completely beneath him to the point of not even treating her as a person.
• Mook–Face Turn: When the High Evolutionary maniacally focuses his attention on hunting down Rocket even as his troops are slaughtered and his ship is blowing up around him, Recorder Vim and the others on the bridge crew pull their guns on him and attempt to mutiny, prompting him to kill them all in turn. Later, several of his soldiers decide to abandon fighting the Guardians to join them in escaping the ship, and are later seen living on Knowhere.
• Most Definitely Not a Villain: Drax's attempt to fool OrgoCorp security by pretending to be a maintenance worker. The team manages to salvage the mission by telling them Drax is the idiot relative of a supervisor.
• Multi-Armed and Dangerous: Groot sprouts several extra limbs for a shootout in the High Evolutionary's pyramid, so that he and Quill aren't as outgunned as they seem.
• Mundanger: Unlike Thanos, Ronan and Ego in the previous films, the High Evolutionary poses no immediate threat to the wider universe, and his plans and ambitions are completely contained to planets and societies of his own creation. At his core, he's simply a Mad Scientist with a god complex who tortures and kills innocent creatures in pursuit of his studies, making him by far one of the scariest and most purely evil villains in the entire MCU.
• My God, What Have I Done?: Rocket has one in his backstory when he sees Lylla, Teefs and Floor die in front of him, realizing that, by trying to help them escape and attacking the High Evolutionary, he was partly responsible for their deaths.
• My Greatest Second Chance: After failing to save his friends from the High Evolutionary all those years ago, Rocket gets some personal redemption by defeating him and saving all of the children and test subjects.
• My Name Is Inigo Montoya: When the High Evolutionary, at the peak of his Villainous Breakdown, calls Rocket "89P13" one last time, Rocket silences his maker by proclaiming himself "Rocket Raccoon".
• Mythology Gag:
  • The Guardians' uniforms are a dead ringer for the team's original uniforms from the comics, right down to the color scheme and insignias.
  • As in the Abnett and Lanning comics that inspired the films, the Guardians surprise a powerful enemy by flying Knowhere into the middle of the battle.
  • Groot goes into "Kaiju" mode, in which he expands his body into a much more monstrous form that happens to resemble his comic book appearance. He also takes on a more comic-accurate form in The Stinger, primarily with the tall, jagged branches on the top of his head.
  • When Stakar first appears before the Guardians, he wears a space helmet that evokes his headpiece from the comics.
  • Peter Quill's grandfather is revealed to be named Jason, the name of Quill's father in the comics.
  • Like in Spider-Man Unlimited, the High Evolutionary rules over Counter-Earth, a planet mirroring Earth and populated by humanoid animals he engineered to be the perfect society.
  • During one of Rocket's flashbacks while in his coma, the High Evolutionary attempts to correct his way of speaking by trying to make him pronounce a word in British English rather than American English. This is likely a nod to how Rocket was previously depicted as having a thick Cockney accent in previous adaptations, as well as to the High Evolutionary being a British human in the comics.
  • Krugarr is shown to have identical mystic abilities to Dr. Strange. In the comics, the 30th-century version of Krugarr was Strange's successor.
  • Adam Warlock has a gem on his forehead, similar to how his comic book counterpart carried the Soul Gem there. Obviously it can't be one of the Infinity Stones/Gems like in the comics, so the purpose of the gem is not explained.
• The Name Is Bond, James Bond: Used as both a Shut Up, Hannibal! and Pre-Asskicking One-Liner. After outwitting the High Evolutionary's gravity manipulation tech, Rocket declares that his name is "Rocket Raccoon" before blasting the High Evolutionary with his signature gun.
  Rocket: The name's Rocket. Rocket [Dramatic Guncock] Raccoon. [fires]
• Never My Fault: The High Evolutionary regularly destroys his creations for failing to meet his arbitrary (and never explicitly defined) standards of perfection and makes more that will eventually meet that same fate rather than acknowledging that the real problem is that he isn't actually competent to play God.
• Never Trust a Trailer:
  • Groot never actually says the "We... Are... GROOOOOOOOOOOOOOOOT!" line in the film.^note Careful ears might be able to notice that said line in the trailer was done by combining two of Groot's lines from the first film.
  • The trailers imply that Star-Lord being cradled by Nebula and trailed by the other Guardians is a big narrative moment, or possibly a Disney Death. In-film, this happens at the very beginning, and he's just passed out after drinking too much, and they're just taking him home so he can nap.
  • The trailers had Rocket's determined "I'm done running" be directed at Star-Lord, with Rocket specifically addressing "Pete"; in the film, he's talking more to himself and doesn't use Quill's name.
  • The shot of Rocket lying on his back talking about how they'll all "fly away together" is dubbed with Rocket's "adult" voice: In the movie itself this shot is from Rocket's flashbacks, where he has a child / adolescent voice.
• Nice Job Breaking It, Hero:
  • Played for Laughs multiple times:
    • When infiltrating OrgoCorp, Mantis quickly hides the group's spacesuits in a container before the guards arrive. It's not until she sees the suits floating outside the window that she realises she put them in a waste dispenser.
    • Upon arriving on Counter-Earth, a little girl passes Drax a basketball, which he returns by throwing at her and hitting her in the face. This garners the ire of the gathered crowd, who immediately turn into an angry mob. The Guardians are forced to bail.
  • Quill mocks the High Evolutionary for calling Counter-Earth perfect after the Guardians witnessed a meth deal between some Humanimals. This tattle on this one little misdemeanor quite possibly convinces the High Evolutionary that Counter-Earth is a failure and promptly destroys it and all the inhabitants living on it. (It's also possible he knew it was a failure already, and only kept it around because it was more convenient for his trap.)
  • In a dramatic instance, however, Nebula discusses the trope as she gives a massive "The Reason You Suck" Speech towards Drax after being fed up with him constantly screwing up and making things harder for the other Guardians.
• Nice Job Fixing It, Villain: The High Evolutionary breaking Adam Warlock out of his cocoon early means that he's considerably weaker and more childish than he should be. He fails to capture Rocket and the injuries he inflicts on him are what tip the Guardians off to Rocket's kill-switch, sending them on their path towards the Evolutionary.
• No-Holds-Barred Beatdown:
  • After overpowering them during the fight on Knowhere, Adam Warlock brutally pounds Nebula, then Drax, into the dirt, horrifying nearby spectators. Nebula, who normally bounces back from being mangled like she feels nothing, needs a moment to fully recover from the onslaught, and Drax is left a bloodied mess.
  • During the climax, all of the Guardians, plus Gamora, join in to brutalize the High Evolutionary, leaving him an immobile, faceless wreck before they abandon him to die as his ship explodes.
• No One Gets Left Behind: Invoked repeatedly.
  • The entire movie centers around the team risking themselves to help a single wounded member.
  • When Rocket is finally saved, half the team is captured, so the other half goes back for them.
  • After that, the escaped/rescued Guardians insist on going back for all the children The High Evolutionary had taken for future test subjects.
  • And finally, Rocket insists on freeing and evacuating all the animal test subjects after he finds the cage he lived in before he was uplifted, filled with more baby raccoons.
• No-Sell: When Adam Warlock attacks the Guardians, Kraglin seizes the opportunity to use the Yaka Arrow in battle. He launches the arrow with a whistle... and it harmlessly plonks off of Adam's head. It doesn't hurt him, but it certainly annoys him.
  Adam Warlock: Who threw this thing at me?! [Beat] Baby.
• Not Evil, Just Misunderstood: Surrounded by aggressive abilisks, Mantis realizes they're not necessarily a threat since they only eat batteries. Suspecting that their roaring is because they're just afraid, she uses her empath powers to commune with and befriend them.
• Not So Above It All: Drax finally decides that he's not above breaking out into dance during the ending celebration after years of complaining about it.

Tropes O to R

• Once per Episode: For the third time in three Guardians movies, Rocket sheds some tears. The first time was in Vol. 1 when the original Groot died, the second was at Yondu's funeral, and in Vol. 3, he tears up over seeing the animals in cages.
• The Oner: A couple:
  • The opening with Rocket walking around Knowhere, showcasing what other Guardians are doing.
  • The hallway fight sequence in the third act, where the Guardians battle their way through a small army of the High Evolutionary's goons, all set to the Beastie Boys' "No Sleep Till Brooklyn". Took a Level in Badass indeed.
• One-Woman Wail: After the High Evolutionary wipes out his crew, the soundtrack has a woman singing a mournful chant.
• On Second Thought: Rocket is not happy with Peter's idea of facing the High Evolutionary head-on but changes his mind when Gamora suggests handing him over instead.
  Rocket: This could be futile, Quill. He's too powerful.
  Peter: Well, then I guess we'll die trying.
  Rocket: What is "dying trying" gonna accomplish?
  Gamora: Or we can just give him the badger?
  Rocket: Our thing is dying trying.
• O.O.C. Is Serious Business:
  • When Rocket sees Lylla in a vision for the first time in years, the usually closed-off raccoon starts openly weeping like a baby.
  • The new Gamora is violent, ruthless, and with very few scruples — so when she's willing to join the Guardians on a "We Help the Helpless" mission, it demonstrates just how bad the High Evolutionary is.
  • Just like her sister, Nebula is generally pretty stoic and unsympathetic towards her fellow Guardians, even if she considers them family. But after discovering that Rocket is awake and no longer dying, she begins openly weeping for the first time ever, clearly happy that he's alive.
  • Usually, when the Guardians fight, there's quips, jokes, flashy takedowns, and trying to equate with their foe. But during the final confrontation with the High Evolutionary, it has none of that; in fact, no one is talking at all. Also their attacks are more brutal and efficient than usual, which shows just how enraged they all are with the High Evolutionary for everything he did to Rocket.
  • Inverted in the ending. Normally stoic Drax cheerfully dances with the kids, despite his stated distaste for dancing.
• "Open!" Says Me: When Drax, Mantis and Nebula are trapped on a platform outside the High Evolutionary's spaceship rising out of the atmosphere, Drax manages to ram down a gate to the inside with a few charges using his shoulder.
• Organic Technology: OrgoCorp headquarters is all about this, to the extent that the bulkheads resemble cell walls, and the security "cameras" are literally eyeballs.
• Origins Episode: This film goes into Rocket's previously unexplained backstory.
• Our Founder: Both OrgoCorp's HQ and Counter-Earth feature tributes to their founder, the High Evolutionary. The corporate base includes the High Evolutionary's image adorning several screens with ads singing his praises, while Counter-Earth has a statue of him in place of the Statue of Liberty.
• Outrun the Fireball: Quill uses a rope to hurl himself out of the spaceship to escape a fireball coming after him from the inside.
• Papa Wolf:
  • While not Rocket's actual or adopted father, Quill acts very much like a protective father to him, especially once he learns what was done to Rocket by the High Evolutionary. More than any of the other Guardians, he loses it when Rocket flatlines, getting just as distraught as a father would if his own child was about to die and taking similarly desperate measures to try and prevent it. Visually, the subsequent hug he and Groot share with Rocket has at least the visual similarity to a father and child, given the differences in size if nothing else.
  • Rocket himself has shades of this to a pack of baby raccoons when he gets them out of the cage later on, which given his species is closer to a literal interpretation of the trope, although the way it's done makes it look curiously like an opossum family.
• Passing the Torch: With Peter returning to Earth to reunite with his family, he gives leadership over the Guardians to Rocket.
• Perfect Pacifist People: This is the kind of population the High Evolutionary wants inhabiting his utopia and he specifically orders new lifeforms to be designed with their capacity for violence removed. Subverted in Counter-Earth, as its populace pelts the Guardians with objects after Drax throws a little girl's ball in her face; one citizen brutally beats up another with a baseball bat and a drug dealer sells his "goods" to children. The High Evolutionary is aware of these imperfections, and proceeds to destroy Counter-Earth as a result.
• Pietà Plagiarism: Ayesha holds Adam this way after he's injured while attacking Knowhere.
• Plot Device: The passkey the heroes have to obtain in order to save Rocket.
• Poor Communication Kills: Played for laughs when Adam Warlock thinks that when his mother tells him to show their non-cooperative captive that "they mean business" he should disintegrate him while she actually meant a taste of Cold-Blooded Torture.
• Power-Strain Blackout: Cosmo collapses after having saved the day by using her telekinesis powers to build a bridge between the villain's ship and their own.
• Precision F-Strike: On Counter-Earth, Peter yells at Nebula "Open the fucking door!", making it the first MCU film and first Marvel Studios production with a full, uncensored F-bomb.
• The Promised Land: Batch 89 dreams of the time when they will be released to the new world sire has promised them. Of course such a future was never to come.
• Psychopathic Manchild: The High Evolutionary has a tendency to throw tantrums whenever he doesn't get his way. Also he basically treats all his experiments and the worlds and people he's created as toys to be thrown away whenever he doesn't find them useful anymore.
• Punch Catch: When Gamora has a brief fight with Peter, she almost hits him with a punch but Nebula catches it.
• Punctuated! For! Emphasis!: Peter does this while desperately trying to revive Rocket after he flatlines.
  Gamora: Quill...
  Peter: I'm not gonna lose him!
  Gamora: He's gone!
  Peter: I'M NOT! LETTING HIM! GO!
• Race Against the Clock: The heroes have about 48 hours to obtain the passkey to save Rocket.
• Rage Breaking Point: Rocket reaches this in his backstory after the High Evolutionary kills Lylla, prompting Rocket to rip the guy's face off.
• Ragtag Bunch of Misfits: Well, it is a Guardians movie after all. They still get along much better than in the first two movies, though.
• "The Reason You Suck" Speech:
  • Nebula eventually lets Drax have it after getting tired of his stupidity and minimal contributions to the team, talking about how he keeps screwing up and making things more difficult for the Guardians. In the same breath she also directs her frustrations at Mantis, who fires back by pointing out Drax's kindness in contrast to Nebula's self-loathing and abrasiveness.
  • The High Evolutionary gives a vicious one to Rocket during their confrontation in the climax, though Rocket shuts him up with a blast from his BFG.
    High Evolutionary: YOU! You thought you could escape me? No!
    [uses his gravity manipulation powers to smash Rocket into the ceiling]
    High Evolutionary: You think you have some worth in and of yourself without me? NO! YOU ARE AN ABOMINATION! NOTHING MORE THAN A STEP ON MY PATH, YOU FREAKISH LITTLE MONSTER! HOW DARE YOU THINK YOU ARE MORE, 8! 9! P! 1! 3?!!
    [Rocket frees himself with his gravity boots and shoots him]
    Rocket: The name's Rocket. Rocket Raccoon.
• Refusing Paradise: Inverted. Rocket is ready to accept his death and live alongside Lylla and his animal friends in a happy afterlife, but she stops him and tells him his time hasn't come yet.
• Replacement Goldfish: Subverted. A major aspect of Peter Quill's character in this film is coming to terms with the fact that Past Gamora is not the woman he loves, and she probably never will be either. Despite some token efforts on his part to pick up the pieces of the relationship that was there, it just doesn't work.
• Retcon:
  • In Vol. 2, Ayesha implies in one of the Stingers that she answers to a higher "council" that disapproved of her wasting resources to pursue the Guardians. In this film, it's revealed that Ayesha and her species are creations of the High Evolutionary, and they are all subservient to him.
  • In the first Guardians, Rocket's record when he is processed by the Nova Corps includes Lylla as a "known associate". She is killed by the High Evolutionary before the events of that film, making that Easter Egg erroneous.
• Rule of Symbolism: The High Evolutionary exclaims how there are no gods, thus he stepped in. What better way to make him piss his pants than Kraglin showing up in Knowhere, which is the decaying skull of a Celestial, a god in the Marvel Universe?
• Running Gag:
  • Continuing from previous movies, no one gets Rocket's species correct except Peter and Lylla. Almost every other character who tries calls him a different, completely incorrect animal. And Rocket continues to deny that he's a raccoon, even having his final words to Lylla in the possible afterlife before being revived being "I'm not a raccoon." Ultimately, he finally accepts that he is in fact a raccoon after finding the cage he was held in before being experimented on, which clearly states his species and origins. He later insists to the High Evolutionary that his name is "Rocket Raccoon".
  • Every time Quill calls Rocket his best friend, Drax corrects him and insists that Rocket is his second best friend.
  • Cosmo being indignant about Kraglin calling her a "bad dog" and demanding he take it back. Kraglin admits she is a good dog after Cosmo saves his life from one of the villain's mooks, which pleases her very much.
  • Master Karja never misses an opportunity to say that one of his squadmates is stupid when people tell him someone in their own group is stupid.
  • Gamora constantly has no clue what Groot is saying, hearing only "I am Groot", and accuses the others of inventing meaning behind his words. By the end of the film, she becomes emotionally close enough to understand him.
  • Several Guardians pull off death-defying stunts, while immediately asking if they looked cool to the others.
  • Mantis keeps crashing on the floor in very awkward ways. Once right on her face, vertically.
  • Several instances of "did that look cool?", culminating in Quill saying such after nearly suffocating in space.
  • Several times throughout the movie after Adam Warlock is subdued after getting into a fight with the Guardians, he gets back up after a short while... And then immediately falls over again, unable to bring himself to keep fighting.
• Running Gagged: Quill keeps calling Rocket a raccoon, which he has said throughout the films he is not a raccoon but a non-Earth animal that looks like a raccoon. Rocket finds the original litter he was from and learns that the High Evolutionary actually visited Earth and pulled many animals from a zoo, and his original species really is a raccoon. Facing the High Evolutionary once more, he emphatically denounces his 89P13 designation and calls himself Rocket Raccoon.

Tropes S to Z

• Save the Villain: A Freeze-Frame Bonus establishes that Drax picks up the High Evolutionary and takes him out of his exploding lair. Word of God states he's imprisoned on Knowhere.
• Set the World on Fire: In the high altitude glimpses of Counter-Earth's surface after The High Evolutionary initiates the purge, it seems to be half lava.
• Settle for Sibling: Parodied when Gamora suggests that the original Gamora that Peter was in love with sounds more like her sister. At that point, Peter begins eyeing Nebula longingly; she doesn't quite reciprocate the feelings.
  Nebula: [slowly turns her head towards Quill with a Death Glare] KNOCK IT OFF!
  Peter: What?
  Nebula: Don't look at me like a lost puppy needing a soft place to lie down! [turns away from him and folds her arms defiantly]
  Peter: I didn't say anything!
  [awkward silence]
• Ship Tease:
  • Quill and Nebula, of all people. Throughout the film it is shown that they've gotten much closer while leading the team, often behaving Like an Old Married Couple, and while Nebula dismisses the idea when Gamora suggests it, Quill seems to seriously consider it, and tries to lay on the charm.
    Peter: I just never noticed how black your eyes were...
    [Gamora and Nebula turn and stare at Peter in utter disbelief]
    Nebula: [in a dark whisper] They were replaced by my father... as a method of torture.
    Peter: He— he... picked a pretty set...
  • Quill does get some tease with Gamora again when they both stare at each other longingly in one scene. They ultimately don't get together.
  • Nebula, piloting the High Evolutionary's ship, asks Kraglin for help while he pilots Knowhere. He quips "Kragula back in action!"
• Short-Distance Phone Call: When the High Evolutionary's spaceship takes off, Nebula hails Drax and Mantis who she thinks are on standby at the Guardian's spacecraft. Turns out the two are answering the call from behind Nebula's back since Drax had the brilliant idea to leave their post and come to the team's rescue.
• Shout-Out:
  • Adam Warlock's introductory shot is done in the style of something like Flash Gordon as he approaches the camera, complete with a catchy '70s-esque overtone courtesy of Heart (Band)'s "Crazy on You".
  • Groot is turned into a head with spider-like appendages.
  • Among the contents of Quill's backpack are a Panthro action figure and some ALF trading cards.
  • The Organic Technology meets Ascetic Aesthetic of OrgoCorp appears to be a homage to the set design of Argo City from Supergirl.
  • Word of Godinvoked says that the colorful spacesuits our heroes wear to infiltrate OrgoCorp are inspired by 2001: A Space Odyssey.
  • Quill, when trying to charm Ura, introduces himself as Patrick Swayze.
  • This isn't the first time a plucky and clever space hero with Daddy Issues disables his enemies by hacking their armor and being charming. Except the other guy's name was Miles Vorkosigan.
  • Quill likens the High Evolutionary's face to RoboCop and Skeletor.
  • THE's "stretched face" also resembles the Son'a from Star Trek: Insurrection, but Quill wouldn't know about that movie because it came out after he was abducted from Earth.
  • Immediately upon entering Counter-Earth, Quill and crew are assaulted with rocks from the denizens of Counter-Earth, harking back to a similar reaction to humans upon finding a planet of animals. Probably not a coincidence that their ship passed by Counter-Earth's version of the Statue of Liberty (modeled after the High Evolutionary) when arriving.
  • The octopus-like drug dealer briefly seen on Counter-Earth looks similar to a blue-skinned Grant Grant, the Big Bad from James Gunn's earlier work Slither.
• Shown Their Work: Oddly enough for this strongly pulp-influenced series, in the climax, Mantis possibly figures out that the scary-looking Abilisks with More Teeth than the Osmond Family are roaring as a threat display, and don't actually want to harm her, Nebula, and Drax. Threat displays are a common purpose of roars in real-life animals, even though fictional animals regularly use it just to announce their presence. These big guys are actually scared.
• Shut Up, Hannibal!: Two, both towards the High Evolutionary's Motive Rants:
  • Quill has no patience for his flimsy self-justifications:
    Quill: I don't need another speech by some impotent whackjob whose mother didn't love him rationalizing why he needs to conquer the universe.
  • Rocket dismisses him with two sentences:
    Rocket: You didn't wanna make things perfect. You just hated things the way they are.
• Simple Solution Won't Work:
  • Upon examining the kill switch, Nebula reports that they can't use recovery technology like their Medpacks as it would cause the switch to kill Rocket instantly, the same with trying to surgically remove the device itself. Meaning, the only option is to infiltrate OrgoCorp to find the code to turn the device off so they can operate safely.
  • As it's pointed out to Gamora, since OrgoCorp was a bust as the High Evolutionary beat them there, they lost too much time so need to go straight to Counter-Earth to retrieve the data they need, meaning dropping Gamora off with the Ravagers or, more importantly, taking Rocket back to Knowhere aren't options on the table, even as they admit that taking Rocket with them is playing right into the High Evolutionary's hands.
• Sistine Steal: Dying Quill and Adam Warlock assume this pose briefly when the latter saves the former from dying in cold space. Ironically, it places the Adam (Warlock) in the position of God, while Star-Lord is in the position of Adam. Doubles as Faux Symbolism since this scene has nothing to do with the meaning of the painting it homages.
• Skewed Priorities: The High Evolutionary is willing to sacrifice everything to capture Rocket for the sake of creating a "fully perfect species". He destroys the so-called "new world", Counter-Earth and its inhabitants, already knowing that the society they built doesn't meet his standards. He then challenges the Guardians to a showdown, putting his ship and the entire population of his next engineered species at risk. When his subordinates mutiny to prevent further losses he kills them, even as his ship is ravaged by the Guardians and their allies on Knowhere. In the end, Rocket and the other Guardians defeat him, denying him his goal.
• So Last Season: While one Abilisk gave the Guardians a lot of trouble in the opening of Vol. 2, Mantis (who wasn't on the team at the time) is able to calm down three using her powers.
• Sore Loser: Kraglin calls Cosmo a bad dog when she uses her telekinesis to fly a pebble better than he can use his arrow. He refuses to take back the bad dog comment for most of the movie because he's still sore about it. Once he masters the arrow and Cosmo saves his life, he calls her a good dog.
• Space Is Cold: During the finale, Quill freezes to (apparent) death mere seconds after entering the vacuum of space without a spacesuit.
• Spanner in the Works: The plot wouldn't have happened if Adam Warlock didn't attack the Guardians and fatally wound Rocket, leading to the demise of the High Evolutionary.
• Species Surname: Rocket finally adds "Raccoon" to the end of his name after fully understanding his origins.
• Spirit Advisor: During the climax, Kraglin sees Yondu's spirit who advises him to "use his heart" when using the Yaka arrow, which inspires Kraglin to finally begin to master the arrow, at least well enough to dispose of a dozen goons.
• Stealth Pun:
  • Knowhere, the decapitated head of a long-dead Celestial, is now stated onscreen to be the Guardians' official base. Or rather, their Headquarters.
  • Throughout the movie, Peter insists that he's not walking into a trap, but a "face-off". So when it comes time to confront the High Evolutionary, the battle ends with a literal face-off when it's revealed that his face was actually a mask stuck to his horrendously scarred visage, which of course comes off after he's been left for dead.
• Sticky Shoes: Early in the film Rocket is seen testing some gravity boots that let him walk upside down on ceilings. He later uses them to counter the High Evolutionary’s gravity control.
• The Stinger: Two.
  • The first is the new Guardians of the Galaxy — led by Rocket Raccoon and featuring Groot, Kraglin Obfonteri, Cosmo the Space Dog, Adam Warlock, Phyla, and Blurp as members — talking about their preferences in Earth's music before heading off to face a threat attacking an alien village to the tune of "Come and Get Your Love" by Redbone.
  • The second is just Star-Lord enjoying breakfast with his grandfather and talking about mowing his neighbor's lawn, coupled with the announcement confirming that Star-Lord will be back in future movies.
• Suburbia: Counter-Earth is basically '90s Earth but inhabited by uplifted animals. This leads to a sequence of strangely funny scenes of the Guardians landing in the middle of a suburb, discovering the house of one denizen who would look exactly like Earth, except the inhabitants are bat-people, and the Guardians driving a car.
• Suddenly Speaking: For the first time, Groot II says something other than "I am (or we are) Groot" at the end of the movie. Word of God confirmed that this is because the audience has finally reached the point where they can understand him.
  Groot: I love you guys.
• Suggestive Collision: Towards the end when Quill and Gamora jump out of their failing spacecraft, they land on top of each other which leads to an awkward moment between the two.
• Super Prototype: Despite Rocket having been made as a crass prototype for what would eventually become the High Evolutionary's humanimals, he's able to innovate while most of his other experiments seem to lack skills beyond memorization. Instead of treasuring this lightning-in-a-bottle for what it is, he belittles him for his physical imperfections and ensures that he and his friends will die just because Rocket accomplished something that he couldn't, hoping to dissect his brain to isolate his Uniqueness Value so that he could replicate it in later experiments.
• Supporting Protagonist: Unlike the previous movies, Quill isn't the character the story is about this time around; Rocket is, as the main plot is the guardians trying to save him while the High Evolutionary tries to kidnap and vivisect him. However, Rocket himself is relegated to a Flashback B-Plot while Peter is still the one leading the Guardians and having the primary point of view.
• Surprisingly Realistic Outcome:
  • Peter jumps into a car ready for a high-speed chase to their goal. Except he struggles to do anything. As it turns out, being taken from your home as a child and being raised without cars means that driving will be extremely difficult. In particular, the car's jerky motions imply Peter is having trouble Driving Stick.
  • Having a loud and angry screaming match in front of a cage of small children, like Mantis and Nebula did, would naturally send them into tearful fright. Drax making them laugh through kind and silly clowning, however, was what earned their affection and trust instead.
• Take a Moment to Catch Your Death: Lylla's death. After Rocket frees her from the cage, the two rejoice until the High Evolutionary shoots her in the back, and Lylla sinks to the ground.
• Team Power Walk: Done twice by the Guardians. First a parody during the opening credits as they walking with Nebula carrying a passed out Quill to bed, and later played straight during the final battle, with Rocket leading the Guardians (and a reluctant Gamora) into battle with the High Evolutionary's forces.
• Tear Off Your Face: Happens twice to the High Evolutionary - first when Rocket savages him during his escape, the second time when Gamora pulls off his mask, exposing the wounds inflicted by Rocket's mauling.
• Tears of Joy: Nebula quietly cries when she learns that Rocket was saved.
• That's No Moon: The Guardians assume the High Evolutionary's base on Counter-Earth is just another building, but it's revealed to be the Arete, his spaceborne laboratory.
• This Means War!: After declaring war with the High Evolutionary and to show how personal it is, the Guardians contact Kraglin to bring their Ace in the Hole, Knowhere itself.
• Thou Shalt Not Kill: Played with. The Guardians have always been looser with this than other heroes, but Quill does make an effort to avoid violence when reasonably possible, especially against innocent bystanders, like when infiltrating OrgoCorp. This is juxtaposed with Gamora's attitude of using violence to solve every problem during the same trip. However, by the time they're confronting the High Evolutionary and his direct followers, it's clear they consider them Beyond Redemption and thus have no qualms about killing them, although they do still avoid unnecessary conflict against some random guards. More significantly, Rocket ultimately decides that the High Evolutionary is Not Worth Killing when he has him at his mercy. He states that his status as a Guardian of the Galaxy is his reason for making that choice.
• Time Skip: Implied in the mid-credits scene. The new Guardians team has an easy camaraderie, both Adam and Phyla have listened to enough Earth music to have favorite artists (and Phyla has also either learned English or had her language programmed into the Universal Translator), and Groot has grown massive.
• Tired of Running:
  • In the third act, Rocket puts on a Determined Expression, proclaims that he's done running and proceeds to cock his gun.
  • Peter admits he's been running from his past ever since his mom's death, and it's time for him to finally come to terms with it. He resigns from the Guardians in order to take some personal time and reconnect with his grandfather.
• Together in Death:
  • A couple of Humanimals hug each other during the destruction of Counter-Earth.
  • Defied. Rocket and Lylla share a kiss right as he is about to accept his death and live forever with her and their animal friends in the afterlife, but she stops him and convinces him to live on.
• Tonight, Someone Dies: The marketing played up the possibility that the end of the Guardians as we know them might mean that one or more characters die. The finished film ends with every single member of the team making it out okay, even if many of them leave the team by the story's end.
• Too Good for This Sinful Earth:
  • Lylla, Teefs, and Floor were nothing but Rocket's best friends and the bright spots in otherwise hellish condition. Lylla is murdered by the High Evolutionary and Teefs and Floor are killed by his men when they try to escape.
  • One of the residents of Counter-Earth is a bat woman who takes the Guardians into her house and gives them directions to the High Evolutionary thanks to Peter showing her kindness despite Drax having earlier made a very bad first impression for the group. She's killed alongside her family when the High Evolutionary blows up Counter-Earth for no other reason than it failed his standards of perfection.
• Took a Level in Badass: While the Guardians were no slouches before, they are a far more capable team than ever depicted previously.
• Took a Level in Kindness:
  • Rocket, while still being a bit of a jerk, is much nicer than in previous installments. The movie gives him also a Freudian Excuse and finally his backstory, explaining why he is the way he is.
  • Nebula shows a lot more emotions during this movie than she ever did in the previous ones. She cracks a few genuine smiles instead of her usual smirk, whoops with joy at the end when everybody is celebrating on Knowhere, and actually cries when she learns that Rocket is saved. This is particularly heartwarming to see considering this comes from the woman who had no idea on how to react to a pat on the shoulder or a hug.
  • Knowhere used to be a Wretched Hive, but under the influence of the Guardians, and especially by the end of the movie, it's a community with a Family of Choice vibe, happily rescuing children and kidnapped animals from the High Evolutionary and throwing a big Dance Party Ending to celebrate their victory.
• Torso with a View: Peter blasts a hole in the torso of one of the High Evolutionary's mooks during the hallway fight.
• Tragic Keepsake:
  • In the opening of the film, Rocket sadly looks at some device then slips it into his holster. Halfway through the movie, the flashbacks reveal it's the key he jury-rigged to get his friends out of their cells and attempt to escape the High Evolutionary.
  • Gamora goes through Peter's old backpack. It contains old baseball cards, a He-Man action figure, an old report card, and a family photo.
• Translation by Volume: As the Counter-Earth denizens' language is not recognised by their translators, the Guardians try to make themselves understood by speaking slowly and loudly, along with various pantomimes of disputable quality (for instance, Mantis's face for "our friend^note Rocket is about to die" is hard to distinguish from her face for "our friend^note Drax is stupid"). It somehow works after a fashion with the inhabitants of Counter-Earth, but not so well with the children on the High Evolutionary's spaceship until Drax reveals that he knows their language.
• Translation Convention: Unlike all of his other dialogue, which comes across as his trademark "I am Groot", the audience can understand Groot just as clearly as the Guardians do as he delivers his final line of the film: "I love you guys."
• Trap Is the Only Option: Discussed between the Guardians when they make the choice to go to Counter-Earth to confront the High Evolutionary, despite this action also taking Rocket exactly to the place where they don't want him to be. However, Nebula points out that in order to save Rocket's life, this is the only option available to them, while Peter attempts to frame their confrontation with The High Evolutionary as a "face-off".
• Uncomfortable Elevator Moment: As they are raiding OrgoCorp, Nebula, Quill and Gamora, along with their hostage Ura (that Gamora is holding at gunpoint), take an elevator together. Besides the alien muzak, the awkwardness of the moment is increased by Quill bickering with Gamora over her overuse of violence, leading to Peter starting to pour out about his past relationship with his Gamora, to Ura's rising discomfort. The funniest part is that they follow the unspoken elevator protocol all along, except when the argument gets too heated and they glance at each others, before snapping back to looking straight ahead.
• Universal Translator: After implying it with previous entries, the film explicitly points out that the Guardians are equipped with such a device, since Mantis comments that her universal translator doesn't recognize the language spoken by the inhabitants of Counter-Earth or by the children on the High Evolutionary's ship. But it turns out that Drax does.
• Unrelated in the Adaptation: Phyla is no relation to Captain Marvel's Mar-Vell, not even being the same species.
• Unreliable Expositor: Peter recalls his grandfather being much harsher than he'd truly been at the beginning of the first movie.
• Unspoken Plan Guarantee: Peter gives orders to the other Guardians when they prepare to travel to the High Evolutionary's base, but for Groot he simply says "You know what to do with these" (guns). The payoff comes later when Groot hides Peter's guns inside his torso to smuggle them inside the base.
• Untouchable Until Tagged: The Guardians are easily holding off the Orgosentries until one of them blasts Drax while he's gloating. This triggers an abrupt turnaround as the Guardians lose all their momentum and are nearly defeated.
• Uplifted Animal: It's revealed that Rocket, along with many of the High Evolutionary's experiments, were brought into being thanks to his experiments.
• Used to Be a Sweet Kid: We finally get to see Rocket's backstory. He and other animals were brutally experimented on, with horrifically painful procedures that left them as Body Horror monstrosities... who still enjoyed playing tag and dreamed of exploring the universe and seeing the wonders it provided.
• Utopia Justifies the Means: The High Evolutionary's entire raison d'être. He seeks to create the perfect society, populated by the perfect people, and has no compunctions about hurting anyone to achieve that goal.
• Villainous Breakdown: The High Evolutionary seems in control, but when something doesn't go his way he flies into a sudden rage, which only gets worse as the movie progresses. When even his closest minions turn on him and try to stage a mutiny, the High Evolutionary murders them all in a fit of rage and sics everything he's got onto the Guardians, regardless of risks.
• Villainous Face Hold: The High Evolutionary has a habit of doing this with his creations. In his first scene, he grabs hold of Ayesha's face to check her eyes and teeth like a veterinarian examining an animal. Later, the High Evolutionary wraps his hand or hands around Rocket's comparatively small head in clear demonstrations of dominance and implied violence.
• Villainous Rescue: On his search for Rocket in Counter-Earth, Adam Warlock flies into War Pig during her own invasion of the Guardians' ship, "saving" Rocket and Gamora in the process. When Adam tries talking down War Pig, she attacks him, and Adam is forced to kill her.
• Visionary Villain: Played With. The High Evolutionary presents himself as this, working to create a utopia free of violence, and his minions seem to buy into it. But it's clear that his real driving motivation is his god complex. And that's what leads them to mutiny.
• Vitriolic Best Buds: This is explicitly now the relationship between Rocket and Quill, who spent most of Vol 2 and Infinity War arguing and feuding but when Rocket is hurt, Quill is devastated and describes Rocket as his best friend repeatedly.
• Vocal Dissonance: Rocket as usual, as well as War Pig, a huge, violent cyborg pig with a high, cutesy voice.
• Walking Shirtless Scene:
  • For once, Drax actually averts this trope, and spends the whole film wearing outfits that completely cover the top half of his body, despite his previous claims about the sensitivity of his nipples.
  • Rocket spends most of the film shirtless, having taken it off earlier in the film and didn't put another one on due to the circumstances. Justified, as his injury is on his chest.
  • Adam is basically shirtless by the end of the movie with his shirt hanging by a single thread.
• The Walls Have Eyes: Inside Orgocorp's headquarters, there are eyes on the walls which act as security cameras.
• Wangst: A horrible in-universe example. The High Evolutionary has shot and killed Lylla. How does he respond to Rocket's anguished wailing? By mockingly imitating him and telling Rocket he’s won “the crying contest”.
• We Are as Mayflies: Peter is under the impression people on Earth die at the age of 50, which Mantis finds incredibly short by galactic standards and distressing because Peter is in his 40s and asks if he's about to die.
• Wham Shot:
  • Of the Internal Reveal variety. Before Rocket faces the High Evolutionary for the last time, he breaks out a group of baby creatures similar to him at their age. He then spots a profile on the cage identifying the species as Raccoons from the planet Earth. After being confused and denying this through the MCU films since his first appearance, this confirms once and for all that he is, in fact, a raccoon himself.
  • When Rocket turns around after his shootout with the guards to see that they have killed Floor and Teef.
• What Happened to the Mouse?: The High Evolutionary threatens to destroy the entire Sovereign civilization if they don't get Rocket for him. While their queen is killed due to incidentally being on a planet that he is destroying for unrelated reasons, he never mentions the rest of the Sovereign again, leaving it unclear if he bothered to follow up on that threat.
• What Measure Is a Mook?: Zigzagged. Early in the film, Peter insists on no deaths while fighting OrgoCorp. It's not until he witnesses Counter-Earth's destruction that he and the team use lethal force until Rocket declines to kill the High Evolutionary because he's a Guardian of the Galaxy. Shortly after, Peter spares a group of mooks and allows them to evacuate to Knowhere.
• What the Hell, Hero?: Just as they're about to infiltrate OrgoCorp, Quill bitterly complains about how everyone close to him dies: his mother, Yondu and Gamora. Now Rocket could be next. Mantis then calls him out on how he ran away from his grandfather. Quill has refused to return to Earth due to associating it with Meredith dying, but he never once considered that he left his grandfather behind.
• "Will Return" Caption: "The Legendary Star-Lord will return."
• Womb Level: The Orgoscope. As an organically formed planetoid and OrgoCorp headquarters, it has a very fleshy appearance throughout, and even the sentries' suits appear to be organically formed.
• The Worf Effect:
  • Adam Warlock breaks into Knowhere, attacking Rocket and then trouncing all of their heavy hitters (Nebula, Groot and Drax) one by one.
  • Upped one level by the High Evolutionary who in turn incapacitates Adam with a wave of his hand.
• World of Funny Animals: An In-Universe one. Counter-Earth is nearly identical to Earth, even containing similar nationalities and monuments, but has a population consisting almost entirely of Uplifted Animals.
• You Are Not Alone: After waking from his injuries to a loving embrace by Peter and Groot, with Nebula crying in joy a few feet away, Rocket joins the team in their assault on THE's starship and discovers the asshole still has experimental test subjects... including a cage full of baby raccoons. Rocket finally learns he's not just some random monstrosity; he has a home, a family, and an origin. He's Rocket Raccoon.
• You Called Me "X"; It Must Be Serious:
  • As the team prepares for their assault on the Orgosphere, Nebula calls Peter "Star-Lord", which he comments she only does when she's angry (though, as Mantis points out, Nebula is always angry).
  • Rocket, who's always on a Last-Name Basis with Peter, calls him "Pete" when he's begging him to help rescue the captured animals.
• You Didn't Ask: Answered verbatim by Drax when Nebula asks him why he did not tell them that he could speak the children's language.
• You Have GOT to Be Kidding Me!: Gamora's reaction to Peter's plan of going to Counter-Earth and confronting the High Evolutionary which she thinks is a setup.
• Your Princess Is in Another Castle!: After successfully breaking into OrgoCorp and getting the information they need to deactivate the kill-switch, it looks like the Guardians have won... only to find out the High Evolutionary is two steps ahead of them and sent Theel to remove the override code from the file, meaning they now have to go to Counter-Earth, and into an obvious trap.
• Zerg Rush: In the final fight, after Knowhere shows up to fight the High Evolutionary, he unleashes the Hellspawn, a massive army of modified animals capable of space flight.

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Run fast for your mother, run fast for your father
Run for your children, for your sisters and brothers
Leave all your love and your longing behind
You can't carry it with you if you want to survive

The dog days are over
The dog days are done
Can you hear the horses?
'Cause here they come...

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