Great characters don’t need origin stories to make them compelling. If they’re already great we obviously have what we need to be fully invested in them and their journey. That’s why giving extra backstory about a captivating character—whether in the form of flashbacks or prequels—often falls flat or worse. Origin stories often taint the special sauce that went into making a character so interesting in the first place. It’s like a chef ruining an already delicious dish by adding a bunch of extra ingredients no one asked for. But this difficult task is exactly what writer-director James Gunn opted to undertake take in his Marvel swan song, Guardians of the Galaxy Vol. 3. Rocket’s creation and tragic past serve as the anchor of the franchise’s last film, both in terms of plot and emotional weight.

And it works. It absolutely works. Gunn has taken one of the MCU’s most interesting, most entertaining, most heartbreaking characters and made him even better by showing us why Rocket’s always been so angry and afraid. It will change how you view everything you’ve seen previously from the MCU’s foul-mouthed, angry, genetically-engineered raccoon. More importantly, though, Rocket’s origin story helped Gunn deliver a moving, darker, more mature action-packed farewell to the Guardians of the Galaxy, with a film that loves its characters as much as its viewers loves them.

If you know the Guardians you know what you’re getting from this film and you get a lot of everything. There are plenty of big, well-done set pieces. This movie does not lack for action. There are also lots of visually interesting locales. Those who have found Marvel’s recent CGI effects lacking won’t have much of anything to complain about this time.

And there’s also lots of humor, lots of bickering, lots of feeling, and lots of pain. This found family’s members all still carry the scars of their pasts with them. They’re still, and always will be, a group of losers. They’ve all lost stuff, and just as it has since Guardians of the Galaxy Vol. 1, those losses shape who they are and how they interact with one another.

Drax, Quill, and Nebula in matching suits walk through their ship in Guardians of the Galaxy Vol. 3
Marvel Studios

Gunn’s script never forgets that, which is a big reason the movie is so successful. There are so many moments of true pathos you never go long without feeling something real and meaningful. Whether it’s Nebula calling out Drax for his obvious shortcomings, or alternate Gamora brutally recognizing why “Quinn” is so broken, this film knows who these characters are at their core. It’s the type of deep recognition you frequently can only explore this late in a story. Gunn recognizes and takes full advantage of that luxury. And he does so because of how much he adores and respects these characters. This movie feels like a love letter to the Guardians as much as it does a farewell.

In the end that love prevents the movie from going to some interesting places it seemed to be heading towards. Gunn pulls some punches he could have thrown, opting instead for body jabs rather than knockout blows. (Minus one choice that feels right even though it might not be what some wanted to see happen.) That doesn’t undo everything that came before it, though. The journey is far greater than the destination, which feels a little rushed and and not entirely earned.

Fortunately the destination is not an entirely unwelcome place. It’s easy to understand why Gunn ends this trilogy+ way the way he does. And on a micro level, even individual moments you absolutely know are coming land because of how the movie (and the franchise as a whole) builds to them. There are a lot of wholly satisfying payoffs.

Marvel Studios

The film isn’t entirely perfect before the ending, either, but its other issues pale in comparison to everything it does well. That includes how its soundtrack doesn’t live up to previous installments. This tracklist isn’t as coherent as its predecessors. Some songs also don’t resonate the way we’ve come to expect from every Guardians needle drop. And yet, there are still some great numbers employed at perfect times, so it is a mixed bag rather than a constant shortcoming.

Another issue is that while Will Poulter’s Adam Warlock is a logical (if surprising) part of the plot, some will think he’s underutilized while others will think he’s entirely superfluous. I’m with the former because I wanted way more of “the Warlock” in this movie. Poulter more than justifies his casting as one of the few remaining major Marvel Comics characters not already in the MCU. His comedic sensibilities make him a perfect choice for this iteration of the character. He answers a question I didn’t know I wanted someone to ask but am now very happy they did: “What if a literal baby was also one of the most powerful figures in the universe?”

Marvel Studios

Guardians of the Galaxy Vol. 3 is also a little too relentless. It’s not that it has pacing issues. It’s that the movie is high throttle from start to finish and would have benefitted from a few more quiet moments. It needed a chance to breathe every once in awhile. That will likely be less of an issue on repeated viewings, though, just as it has been with repeat viewings of the equally high-tempo Avengers: Endgame.

What you won’t need multiple viewings to appreciate, though, is the main cast. Every member of the Guardians brings their A-game for the team’s final film. Chris Pratt, Dave Bautista, Sean Gunn, and Pom Klementieff all shine when the spotlight is on them. (Mantis especially continues to be the best.) And if you don’t absolutely fall in love with Maria Bakalova’s Cosmo the Dog, then you should see a doctor. A really good doctor. However, if you don’t love Linda Cardellini’s soft-spoken, warm, loving otter Lylla, Rocket’s first best friend in life, don’t bother speaking with anyone ever again. Not for your sake, but for theirs.

However, even in a movie this well-acted, Thanos’ daughters stand out. Zoe Saldana is incredible as the alternate Gamora who was never a member of the Guardians. You won’t have any problem remembering this is a different version of the character than the one we knew and loved.

You also won’t have any problem remembering why Zoe Saldana is constantly a big part of huge successful movies. She’s simply a powerhouse in the role of an rage-filled Gamora who finds herself literally out of time and being pushed to live someone else’s life.

Marvel Studios

Meanwhile, Karen Gillan’s Nebula gets to complete one of the MCU’s best arcs with scenes that let us see a side of the angry blue cyborg we never have. The violent villain of the first Guardians film is a huge part of the heart and soul of this film, the Guardians, and the MCU. Gillan’s performance makes that possible and authentic. She conveys so much of her character’s pain with sincerity, whether she’s doing so in small or big ways.

You can’t talk about Guardians of the Galaxy Vol. 3 without talking about its main character and his ultimate enemy, the duo whose story drives the entire film. Vol. 3 wouldn’t be such an entertaining and moving conclusion to the Guardians story without the tale of Rocket and his creator, the fantastic Chukwudi Iwuji’s High Evolutionary. The monster with a god complex genetically engineered Rocket, both his greatest success and most frustrating failure, as part of his effort to create a “perfect society.”

Marvel Studios

The surgical torture that created Rocket—only hinted in previous films—was merely the start of how the High Evolutionary hurt Rocket, who is truly a special being. The film then slowly reveals the rest of their story to great effect. In doing so it delivers a great villain while making a great character even better.

It also shows why Gunn’s decision to cast handsome leading man Bradley Cooper as the voice of a talking trash panda was one of the best decisions in MCU history. He delivers a performance (alongside Sean Gunn who voices the youngest version of Rocket) that is really special and powerful.

Rocket didn’t need a backstory to be great. But fans of the Guardians of the Galaxy who really love these characters will be happy Vol. 3 gave him one. It’s how James Gunn gave the MCU’s best losers a winning farewell.

Mikey Walsh is a staff writer at Nerdist. You can follow him on Twitter at   @burgermike. And also anywhere someone is ranking the Targaryen kings.