The appeal of James Gunn’s Guardians of the Galaxy films has always been their ability to feel truly set apart and distinct from the rest of Marvel’s multigenre cinematic universe, all while sticking to the studio’s house style just enough for crossovers to make sense. The first Guardians humorously opened up the MCU on a cosmic scale, and the second solidified its ragtag team of space outcasts as both a family and an important part of Marvel’s plans for the end of Phase 3. Though Phase 5 is just ramping up, almost everything about Guardians of the Galaxy Vol. 3 is crafted to be a celebratory farewell to the movie’s characters and the recent era of Marvel’s films they helped define.

Narratively, that’s a fantastic place for the third film in a series to be working from, and Vol. 3 feels like Gunn is working hard to show you just how much these movies have meant to him as a director. But for all of its stunning set pieces, imaginative production design, and a fascinating villain, Guardians of the Galaxy Vol. 3 gets bogged down by a morass of cringey jokes and a schmaltz so cloyingly “sweet,” it’s almost insulting.

Set some time after the Guardians of the Galaxy holiday special, Guardians of the Galaxy Vol. 3 tells the action-packed, flashback-filled story of how Rocket Raccoon’s (Bradley Cooper) life being gravely endangered gives the rest of the Guardians a reason to come together and really start working on some of the emotional issues that’ve been haunting them since Endgame. With Thanos gone and the universe mostly restored, things have been going relatively well on Knowhere, the severed Celestial head out of which Rocket, Drax (Dave Bautista), Mantis (Pom Klementieff), Groot (Vin Diesel), Nebula (Karen Gillan), Kraglin (Sean Gunn), and Cosmo the Spacedog (Maria Bakalova) operate as the newest incarnation of the Guardians. 

Despite having become an angry drunk since we last saw him, Peter Quill (Chris Pratt) is still very much a part of the team as Vol. 3 opens on him mourning the death of the Gamora (Zoe Saldaña) he knew and loved before Thanos murdered her in Infinity War — a loss that hit all the Guardians heavily. But unlike Quill, who spends quite a bit of Vol. 3 lashing out with an unpleasant surliness that makes him difficult to sympathize with, pretty much everyone else on the team has made their peace with the fact that while their Gamora might be gone, there’s a different Gamora from the past (see: Endgame) running around the galaxy now for them to love from a healthy distance.

Figuring out how to pick up narrative threads post-Endgame without feeling excessively stuck in the past is a challenge many of Marvel’s recent movies have struggled with, and Vol. 3 is no exception. There was no way for Vol. 3 to avoid addressing the Gamora paradox problem, and it’s actually a concept that’s always felt intriguing enough to warrant deeper exploration. But rather than unpacking that bit of existential time weirdness and all the ideas about grief baked into it, Guardians of the Galaxy focuses the bulk of its energy on revealing the secret, tragic backstory that led to Rocket’s creation and also conveniently frames him as the latest example of Marvel framing (animal) people as MacGuffins.

The specific reason the High Evolutionary (Chukwudi Iwuji) — an alien geneticist obsessed with engineering perfection into living beings — wants Rocket is far more interesting than the Scarlet Witch’s rationale for hunting down America Chavez in Multiverse of Madness and more unhinged than Namor’s plan to kill Riri Williams in Wakanda Forever. But whereas those films both tried to give their living MacGuffins active roles to play in the present, Guardians of the Galaxy Vol. 3 tries to tug on your heartstrings with a series of flashbacks to Rocket’s gruesome childhood of being experimented on alongside other sentient, talking animals like Lylla (Linda Cardellini), an otter with cybernetic arms, Floor the Rabbit (Mikaela Hoover), and Teefs the Walrus (Asim Chaudhry).

As it’s jumping between the past and the present, Guardians of the Galaxy Vol. 3 often feels like a film that’s overstuffed with ideas, both good and bad, and doing everything in its power to make them all work in too short a time, even though the movie clocks in at over two hours.

The Guardians’ battles with the High Evolutionary’s Sovereign underlings, High Priestess Ayesha (Elizabeth Debicki), and her prematurely hatched failson Adam Warlock (Will Poulter) make for some of the movie’s most dazzling fight sequences and do a very solid job of presenting them as a team of cosmic superheroes. But the more time Vol. 3 spends in the past focused on young Rocket — an uncannily cute CGI procyonid Cooper voices like a man doing gruff, stilted baby talk — the more it feels like Gunn doesn’t exactly trust you to have emotional responses to things without being spoon-fed concentrated schmaltz beforehand.

What Gunn does seemingly (and rightfully) have faith in is his own ability to dream up brilliantly twisted, fanciful locations and production designer Beth Mickle’s ability to bring them to life in absolutely stunning detail. As tired as many of Vol. 3’s gags and emotional beats are, almost every single one of its transitions to a new locale is a delightful showcase of what all Marvel Studios is capable of, visually speaking, when it’s firing on all cylinders to realize the vision of a filmmaker whose ideas it trusts. It’s also clear that the film’s cast has faith in Gunn, and he in them, and the result is a set of performances that — Pratt aside — work surprisingly well when the movie’s script isn’t getting in the way by making them say unfunny things. Unfortunately, though, that tends to be the case more often than not.

The degree to which you’re going to enjoy Guardians of the Galaxy Vol. 3 will largely depend upon how personally invested you’ve become in these characters over the years. Because the movie really is meant to be a send-off rather than an adventure that will make you fall in love with the Guardians for the first time. To that end, Guardians of the Galaxy does manage to send its eponymous heroes off in a way that feels thematically “right” for a trilogy that’s always been about misfits finding themselves with the help of their found families and marching to the beat of their own weird drums.

Guardians of the Galaxy Vol. 3 also stars Sylvester Stallone, Daniela Melchior, Nathan Fillion, Nico Santos, and Dee Bradley Baker. The movie hits theaters on May 5th.