A prime example of right when I thought I was out, they pull me back in…I really did think I was going to skip a few Marvel movies after the utter debacle that was Ant-Man and the Wasp: Quantumania. However, James Gunn’s Marvel swan song Guardians of the Galaxy Vol. 3 was receiving some decent buzz prior to release, so I locked in my ticket. And GOTG 3 feels like a handwritten apology from Gunn and Marvel in general. I was not excited about seeing this film despite having enjoyed both previous Guardians films, the first more than the second. But the trailers for this didn’t impress me. It looked like a rehash of old material, it looked lame. Oh, boy, I love when I am proven wrong!

Guardians 3 finds our ragtag group of misfit heroes on the planet Knowhere, and everybody is kind of down. Peter Quill/Star-Lord (Chris Pratt) is depressed after the death of Gamora (Zoe Saldana), even though a different version of the character from a different dimension is about to rejoin the group. This Gamora isn’t aware of their group and what she and Quill mean to each other. When the group is attacked by golden god villain Adam Warlock (Will Poulter), everyone’s favorite wisecracking raccoon Rocket (Bradley Cooper) is severely injured, and the Guardians must go on a journey to find the things that will save him before it’s too late.

Guardians of the Galaxy Vol. 3 is a decidedly darker Marvel movie that begins with a suggestion that you really don’t know what the stakes are here. With the brutality of the opening attack being stronger than I would have thought, it would appear that any beloved character could die since this is allegedly the finale of this series. The majority of the film revolves around Rocket’s backstory, the history hinted at, but the character always refused to speak of. And you definitely see why. Rocket’s story is so dark and so brutally emotional, you’d have to be made of stone not to shed a tear at some point or another during it.

One could not accuse James Gunn of phoning it in for his final dive into the world of the Guardians. His previous two films have a fun lightness to them, and are decidedly the lower stakes films in the Marvel Cinematic Universe. This one manages to walk a tricky tightrope of finding a more serious way into a smaller story, while maintaining the sarcastic quips and joke motifs established in previous films. And while I could imagine someone feeling like the tonal shifts that go on in this film are too jarring, I feel like it worked because we’ve kind of been building to this place, in one way or another, for this entire series.

I’ve also gotten to a place where I can’t stand Chris Pratt, the human being, however, Chris Pratt, the actor, remains a remarkably engaging screen presence when he has the right material. Actually, every member of this group has adequate room to shine and the importance of every character here, even the minor characters, is deeply felt. Zoe Saldana, in particular, has difficult material to work with in this one. She’s not the same Gamora she’s been for every entry of this series thus far. She’s emotionally back to square one, but the character has to learn the importance of her place here over the course of this one film. And Saldana finds a way to play that beautifully.

Bradley Cooper’s Rocket has more at stake, physically and emotionally than ever before, and Cooper is giving a remarkably accomplished voice performance. I am also really pleased with the way the more minor Guardians, Karen Gillan’s Nebula, Dave Bautista’s Drax and Pom Klementieff’s Mantis, have been developed. Drax is still there as a bit of comic relief, but he has some serious moments this time, where the character is forced to question his place in the group. His relationship with Mantis, developed in the Guardians Disney+ holiday special, continues to develop here. And literally every member of this group is given a complete and satisfying character arc. And I loved that. Nobody is sidelined this time.

Guardians of the Galaxy Vol. 3 is, against all odds, a deeply satisfying and viscerally emotional experience that rewards the viewer for sticking around. I honestly lost count how many times I teared up. The higher emotional stakes really give everything the sense of gravitas it needs. And every character in this ragtag gang is so well realized by this point, and so impeccably performed, you really do, against all odds, care deeply about everyone, and care what happens to them. I’m genuinely surprised by how well everything worked here. Even the longer running time of two and a half hours is justified, and it flies by. The darker tone is welcome for what’s normally among the sillier Marvel entries. But we’re still telling a smaller-scale story where the fate of the world is not at stake. Color me impressed. Thank you, James Gunn.