Spoiler Alert

The final film in James Gunn’s Guardians of the Galaxy trilogy brought us back to the start of Rocket’s story. His transformation from a normal baby raccoon into a cybernetically-enhanced super genius was also the driving force behind the film’s plot. Where did the feisty, rage-filled Guardian come from, and why did his creator both hate and obsess over his greatest success? Here’s what Guardians of the Galaxy Vol. 3 revealed about Rocket Raccoon’s sad history with the High Evolutionary and everything we learned about his backstory.

The High Evolutionary’s Plan for a Perfect Society

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Chukwudi Iwuji’s High Evolutionary claimed his “sacred mission” was to create “the perfect society.” However, in Guardians of the Galaxy Vol. 3, Rocket said the brilliant engineer-scientist who tortured him “didn’t want to make things perfect; he just hated things the way they are.”

No matter the amoral monster’s motivations, his work led corners of the galaxy to view him as a god. He bioengineered entire worlds and races. Some of his attempts involved creating humanoid species like the Sovereign. Guardians of the Galaxy Vol. 3 revealed those “silly,” arrogant, gold-skinned people were an aesthetic design of the High Evolutionary. Despite their advanced intelligence, they were still completely under their creator’s control. Even the Sovereign’s most powerful offspring, Adam Warlock, was at the mercy of the High Evolutionary. His technological advancements let him throw Adam around like a ragdoll.

The High Evolutionary’s Counter-Earth

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The High Evolutionary’s most significant attempt at creating his own vision of utopia involved turning normal Earth animals into advanced beings. He then placed those sentient animal humanoids on a planet he called Counter-Earth. He based it and its society on the original Earth. The music, poetry, and literature of Peter Quill’s home world inspired the High Evolutionary to use it as a template.

But Counter-Earth suffered from the same social ills and human failings of normal Earth. That led the High Evolutionary to destroy it and everyone living there as he turned his focus onto a new race of human-like beings he had created. The most notable member of that group of children was Phyla-Vell, the young girl who became a member of Rocket’s new Guardians of the Galaxy.

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Rocket’s Modifications, New Friends, and Backstory in Guardians of the Galaxy Vol. 3

Rocket once said, “I didn’t ask to get made! I didn’t ask to be torn apart and put back together over and over and turned into some little monster!”

While previous Guardians of the Galaxy films showed the terrible scars and metal parts from his comprehensive mechanical advancements, Vol. 3 finally revealed the specifics of how Rocket got them. Here’s what we learned about Rocket’s backstory.

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The High Evolutionary officially designated Rocket as 89P13 because the young raccoon was part of the scientist’s 89th batch of creations. (Batch 90 became the creatures of Counter-Earth.)

The High Evolutionary originally plucked Rocket at random from a cage full of baby raccoons. There was nothing especially noteworthy about the specimen he opted to perform extensive medical procedures on. The many surgeries in Rocket’s backstory made Rocket stronger, faster, and more intelligent. While Guardians of the Galaxy Vol. 3 didn’t show much of what happened to Rocket Raccoon at the hands of the High Evolutionary, when Nebula watched recordings of his past, she said they were worse than any torture Thanos had inflicted upon her.

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Other members of Batch 89 could all talk like Rocket. That included Teefs, a Walrus outfitted with wheels, Lylla, a seal given mechanical arms, and Floor, a bunny with mechanical spider legs and a mouth plate that served as a speaker.

The four robotically-enhanced creatures became dear friends and central to Rocket’s backstory. They also gave themselves names and dreamed of the day they’d join the High Evolutionary’s new world. Only Rocket also planned to take his friends out on a great flying machine he built. He’d then take them into the forever and beautiful sky.

What Made Rocket Raccoon Truly Special 

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The High Evolutionary quickly recognized Rocket was different from the rest of Batch 89; Rocket Raccoon was different than anything he’d ever made. Rocket was far more intelligent than his friends. As a result, the High Evolutionary spent time teaching and even nurturing his sweet, kind creation, who initially had genuine affection for his maker. Guardians of the Galaxy Vol. 3 revealed the two would work alone together, and during those sessions, Rocket would ask questions about the world.

The High Evolutionary’s correction of how a baby Rocket said “can’t” also marked the change in Rocket’s speech from his initial child-like inflection to the more distinct accent we first heard in the original Guardians movie.

Sadly, Rocket’s genius intellect also led the High Evolutionary to hate his own creation.

Rocket Solves the High Evolutionary’s Biggest Problem in Guardians of the Galaxy Vol. 3

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A society of genetically modified cyborg animals was not the High Evolutionary’s idea of a perfect society. He wanted beings far more advanced and aesthetically pleasing to look at. For that, he created an evolutionary accelerator. It could turn normal animals into highly advanced lifeforms in the blink of an eye. They’d undergo millions of years of genetic evolution in seconds.

Only his initial attempts created humanoid animals who suffered from natural violent aggression. Their bodies mutated to an advanced stage, but not their minds or instincts. For all his genius, the High Evolutionary couldn’t figure out why his machine wasn’t working as expected. But it took little Rocket no time at all to diagnose the problem. He instantly offered an engineering solution that worked. Rocket Raccoon’s assessment led to the creation of the High Evolutionary’s Counter-Earth denizens. That was the beginning of the end for him and his friends. They were never going to that new world.

The High Evolutionary’s Hatred and Obsession With Rocket

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The High Evolutionary’s hubris made it impossible for him to appreciate Rocket’s contributions to his sacred mission. Instead, the arrogant scientist resented 89P13 for solving a problem he couldn’t.

He still recognized what that meant. Rocket Raccoon was the only creature the High Evolutionary ever made that was truly capable of independent, high-level thinking and problem-solving. Even later, higher-level batches, like the one Phyla-Vell belonged to, weren’t capable of that type of genius. Rocket’s singular brain made him different than all the rest. Only the High Evolutionary couldn’t figure out why.

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That led to a lifelong obsession with cutting Rocket open and seeing what made the raccoon tick. In Guardians of the Galaxy Vol. 3, the scientist risked everything to capture Rocket. Even as everything he’d built crumbled around him and his servants turned on him, the High Evolutionary’s only mission was to get back Rocket and study his brain.

The High Evolutionary wasn’t the only one haunted by his past. He was also responsible for the angry Rocket his fellow Guardians first met; Rocket’s backstory explains the change the raccoon underwent.

The Death of Rocket’s Friends

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Rocket was smart enough to solve an engineering promise a supreme genius couldn’t. Yet he wasn’t smart enough to realize he and his friends were never going to the High Evolutionary’s new world. With Batch 90 perfected, the evil scientist ordered the rest of Batch 89 killed. He was going to cut Rocket’s brain open for study.

On some level, Rocket Raccoon seemingly knew such a future was possible. He had secretly been building a key for his cage. Now knowing what awaited him and his friends, Rocket planned for all four of them to escape. They idea was to flee to a nearby ship so they could fly into the “forever” sky together.

But the High Evolutionary suspected his genius raccoon might try something like that and confronted Rocket after he’d opened his cage. The resulting face-off in Guardians of the Galaxy Vol. 3 led to the deaths of Rocket’s friends, Lylla, Teefs, and Floor. A truly tragic part of Rocket’s backstory.

In his overwhelming grief and limitless rage, the once sweet, innocent Rocket attacked the High Evolutionary. Rocket Raccoon ripped off the High Evolutionary’s face, which the villain replaced with a mask. Rocket then escaped the compound amid gunfire in a stolen spaceship. That was the day he became the angry raccoon who for many years was afraid to ever get close to another family again lest he lose them, too.

The Guardians’ Quest to Save Rocket

Rocket Raccoon fled the High Evolutionary’s clutches, but he was not entirely out of the geneticist’s control even after many years of freedom. In Guardians of the Galaxy Vol. 3, we learn the High Evolutionary had placed a kill switch on Rocket’s heart as a way to protect his proprietary work from others.

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That mechanism is why the Guardians couldn’t use a med pack to save Rocket’s life after he suffered catastrophic injuries at the hands of Adam Warlock. The High Sovereign’s powerful idiot son was hunting Rocket Raccoon down on behalf of the High Evolutionary. Once the scientist found out Rocket was still alive, he went all out in his attempts to study Rocket’s brain.

When the High Evolutionary learned of Rocket’s injuries, he set a trap. He had his servant steal the information the Guardians sought at the Orgoscope. It was the schematics they needed to override Rocket’s kill switch. Without it, the High Evolutionary knew the Guardians would bring Rocket to him. But Star-Lord didn’t view that inevitable encounter as a trap. He viewed it as “a face-off.”

By the time the Guardians got the info they needed, it was nearly too late, as Rocket seemingly died. But in the afterlife, he saw Lylla, who told him how she, Teefs, and Floor had flown away together into the forever sky. Rocket could join them there, but not yet. He still had work to do.

With that, Rocket returned to his body and his fellow Guardians. Yes, Rocket technically died in Guardians of the Galaxy Vol. 3. But the team as we know it had one final mission.

Rocket Raccoon Spares the High Evolutionary

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Rocket Raccoon and the Guardians could have fled the High Evolutionary’s exploding ship. Instead, they followed Rocket’s lead and went back to stop him once and for all. They also saved all the orphans and animals on the ship.

But when Rocket had his unmasked creator on the ground at the end of Guardians of the Galaxy Vol. 3, he refused to kill him. When Drax asked why he’d spare the man who tortured him and killed his friends, Rocket said, “Because I’m a Guardian of the Galaxy.”

They didn’t save him the way they saved Adam Warlock, though. The Guardians of the Galaxy left the High Evolutionary to die on his own ship, thus ending the monster’s reign of terror and hopefully giving peace to Rocket. The man who had not only created him, but was the root cause of his anger, fear, and sadness, couldn’t hurt anyone else ever again.

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.