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33 Things We Learned from James Gunn’s ‘Guardians of the Galaxy Vol. 3’ Commentary

“Still a jerk.”
Guardians Of The Galaxy Vol 3
By  · Published on August 22nd, 2023

Welcome to Commentary Commentary, where we sit and listen to filmmakers talk about their work, then share the most interesting parts. In this edition, Rob Hunter revisits the concluding chapter in James Gunn’s Marvel trilogy, Guardians of the Galaxy Vol. 3.

It’s no secret that the Marvel Cinematic Universe is in something of a doldrum these days. Phase four was something of a bust, phase five is off to a rocky start, and both struggle in part because of the dependence on Disney+ television shows being mandated and stirred into the mix. It also seems that the current roster has yet to find the footing — in regards to both quality and reception — enjoyed by the OG characters leading up to Avengers: Endgame. Still, there are some bright spots.

One of those bright spots is James Gunn‘s concluding chapter in his own Marvel saga with Guardians of the Galaxy Vol. 3. The trilogy is among the MCU’s best, and it goes out with a truly satisfying finale delivering laughs, action, and genuine emotion. As he’s done before, Gunn sat down to record a track, so keep reading to see what I heard on the commentary for Guardians of the Galaxy Vol. 3!

Guardians of the Galaxy Vol. 3 (2023)

Commentator: James Gunn (writer/director)

1. For all intents and purposes, this is Gunn’s director’s cut and the exact film he wanted to make.

2. He says this is “the last Guardians of the Galaxy movie, with me at least, and with this group of Guardians.”

3. This is his first time recording a commentary track for a film before it’s even been released.

4. The visual effects company Framestore has been responsible for creating Rocket Raccoon’s (Bradley Cooper) look since the very first Guardians film.

5. While the first two Guardians films take place mere months apart from each other, Guardians of the Galaxy Vol. 3 picks up essentially in real time nearly a decade later.

6. He says this film utilized the biggest sets of any Marvel movie.

7. Maria Bakalova did all the motion capture for the character she voices, Cosmo the Russian space dog. “She was crawling around on her hands and knees for all of these scenes playing her in person.”

8. Nebula (Karen Gillan) “has become the de facto leader” of the Guardians.

9. Rocket is the character who Gunn feels closest to, and in many ways is the reason he signed on for these films in the first place. “I wasn’t quite sure I wanted to do it,” but he spent time thinking about the characters and their world saying it felt like “Bugs Bunny in the middle of the Avengers.” He ultimately landed on the realization that Rocket was as unique and lonely a character as he’d ever find, and the idea of exploring that made him say yes to the franchise.

10. The scenes in the animal cages are entirely CG, but the camera movements are authentic as they shot live action with the voice actors shuffling about in a cage setting.

11. Gunn believes the current Groot (Vin Diesel) is not the same Groot from the first film. “This is a totally different Groot from the first Groot, the first Groot sacrificed himself and died and gave birth to this Groot who is not a genetic replica of the first Groot.” He has a whole background for the character that will most likely never be shared.

12. He felt more pressure about his soundtrack choices than he did any other aspect of the film.

13. Some big name actors wanted the role of the High Evolutionary — big enough names that they wouldn’t have needed to audition — and Gunn was close to offering it to one. But then he met Chukwudi Iwuji on his HBO Max series Peacemaker (2022), and loved working with him so much that he told Kevin Feige the role was going to a non-big name actor.

14. He never procrastinates when it comes to filmmaking and has everything ready to go by the time production starts, “but in my real life I procrastinate a lot which is why it took me seven and a half years” to propose to his then girlfriend/now wife Jennifer Holland (who plays Administrator Kwol).

15. “When I direct actors, I just yell out all my acting stuff,” he says, adding that it’s often used to riff with different lines or tweak performances.

16. Gunn knew he needed to acknowledge the blip somehow, “so I decided to do it all in one elevator ride.”

17. He once heard “Reasons” by Earth, Wind & Fire playing at a party at Tyler Bates’ house, and he instantly felt it would be great in a Guardians movie.

18. Groot’s voice has a telepathic quality to it so that once someone has bonded with him they “hear” his actual conversation while we hear “I am Groot.” “We need to get to know someone before we understand them.”

19. Guardians of the Galaxy Vol. 3 could have easily seen a continuation of the Quill/Gamora (Zoe Saldana) love story by way of a renewed spark, “but I found it much more interesting that he lost the one he loved and he’s not really accepting that.”

20. Rocket has always been one of Gunn’s biggest priorities, and one of the things he was careful of was the character’s appearances in other Marvel films. “The Russos and Taika were very understanding” — in Avengers: Infinity War (2018), Avengers: Endgame (2019), and Thor: Love & Thunder (2022) — that he never wanted Rocket to ever act empathetic towards anyone except his close friends, the Guardians.

21. Quill (Chris Pratt) saying “fucking” wasn’t in the script, but Gunn suggested it on the day of filming the scene and it killed. He spoke with Feige after the big man watched an early cut and expected blowback from Disney that never came. Feige did say, though, that “if you want that to be your legacy, the first f-bomb in a Marvel movie, then that’s fine.” That was obviously okay with Gunn.

22. Alice Cooper has been a hero of Gunn’s since the filmmaker was just a kid. He always felt like an outsider, but listening to Cooper’s music made him realize that there were other weirdos out there in the world. Gunn was thrilled to get Cooper’s “I’m Always Chasing Rainbows” into Guardians of the Galaxy Vol. 3.

23. The character of Phyla (Kai Zen) — the young girl jogging on the wheel — is introduced here as an aside, but in the comics she goes on to become a major member of the Guardians.

24. He struggled with the darkness of the film, particularly in the third act when the flashbacks reveal the event that turned the sweet little raccoon into the mean, closed-off Rocket we know from the films. It was brought home by Rocket’s scream following the death of Lylla (Linda Cardellini), something given life by Sean Gunn‘s motion-captured face and Cooper’s guttural scream “at his most chilling.” It’s followed by the deaths of both Teefs (Asim Chaudhry) and Floor (Mikaela Hoover), and “this is the moment that causes Rocket to turn off.”

25. He mentions having “digi-doubles” for all of the characters, a digitally captured copy of the performer that’s used in long shots or messy, CG-heavy action beats. Gunn feels the technology has reached the point of being unnoticeable, but that’s being generous as evidenced by any Marvel movie.

26. Legacy Effects handled the film’s special makeup applications, and they created more for Guardians of the Galaxy Vol. 3 than were made for any other film prior. How the Grinch Stole Christmas (2000) held the previous record.

27. Pete Davidson cameos as Phlektik, but while he originally had a longer scene it was cut for pacing (and for being a bit distracting). As a result, the brief appearance that remains had a CG alien head added so all we’re left with is Davidson’s voice and posture.

28. He doesn’t mention his brush with “cancellation” directly, but Gunn does seem to comment indirectly. “Okay, I gotta say something about this. There’s this line in there about ‘everybody deserves a second chance,’ and I think it’s a really emotional thing for me knowing what we all went through to get to this point to make this movie.”

29. It’s easy to miss, but Drax (Dave Bautista) is carrying the High Evolutionary in the stampede escape from the exploding ship. There’s a deleted scene they filmed of the baddie being locked up in prison.

30. Gunn is the one dancing in the final scene as Groot’s motion-captured self, and his brother Sean is dancing with him as Rocket’s mo-cap. “This was really, for me, maybe the greatest moment I’ve ever had on a movie set.” You can hear him getting emotional as he mentions growing up in Missouri with Sean, the two of them pretending and creating imaginary stories.

31. Not every filmmaker keeps talking through the end credits, but Gunn’s one of the good ones as he calls out various crew members with complimentary praise and shares more thoughts on the films.

32. Lamb-Shank was originally written for Stan Lee to voice, but the legend passed away before Guardians of the Galaxy Vol. 3‘s production could occur so Gunn voiced the character himself.

33. Gunn and Pratt have discussed the idea of a movie focused on Star-Lord’s return to Earth trying to adapt as something of a fish out of water. “I can’t wait to see it.”

Best in Context-Free Commentary

“This is the end of the era.”

“That’s real drool coming out of Chris Pratt’s mouth.”

“He’s the secret protagonist of all three Guardians of the Galaxy movies.”

“If you can do something practically, I like to do it practically.”

“There is one way to look at all of Guardians of the Galaxy as sort of a story about childhood trauma.”

“Still a jerk.”

“There’s a Fitzgibbon in every one of my movies.”

“This is Octo-Groot.”

“I think of this scene as sort of circle versus square.”

“I texted Kevin Feige, and I said ‘do you realize that we’ve spent ten years and over half a billion dollars making movies that are really just the origin for why a character is named Rocket Raccoon?'”

“Maybe I’m sick, but I laugh every time I see this.”

“Maybe if we all just approached the world with a little bit more compassion, a little bit more forgiveness, if each of us did that individually, we’d be in a better place.”

Final Thoughts

The future of the MCU is uncertain for the first time since it began, and with Gunn abandoning ship to focus on the DC Universe it’s lost one of its best and most consistently reliable filmmakers. Guardians of the Galaxy Vol. 3 is a terrific entry in the MCU and in the trilogy, and it wraps the story up beautifully. As is always the case — The Specials, Slither, The Suicide Squad — Gunn’s commentary is filled with production insights, personal anecdotes, and a real appreciation for the talents involved.

Read more Commentary Commentary from the archives.

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Rob Hunter has been writing for Film School Rejects since before you were born, which is weird seeing as he's so damn young. He's our Chief Film Critic and Associate Editor and lists 'Broadcast News' as his favorite film of all time. Feel free to say hi if you see him on Twitter @FakeRobHunter.