When Marvel Studios announced Guardians of the Galaxy as part of Phase Two of its Marvel Cinematic Universe, many a skeptical eyebrow was raised. A big budget summer tent-pole film based on a little known team of superheroes from a cancelled series? It didn’t seem like a wise choice, and the smart money was on Guardians being the MCU’s first real flop.

But Marvel knew what they were doing. Guardians of the Galaxy was a smash at the box office, beloved by critics and fans alike. It brought the already large Marvel Cinematic Universe into the cosmos, launched Chris Pratt into superstardom, and made everyone fall in love with a talking tree named Groot.

The sequel, Guardians of the Galaxy Vol. 2, arrives in theaters on May 5, and this trip into the outer reaches of the Marvel galaxy is set to be even better than the first. Here’s why.

15. No Origin Story

Guardians of the Galaxy Vol 2 Concept Art Guardians of the Galaxy Vol. 2: Why Itll Be Better Than The First

There’s a reason why a lot of superhero sequels are better than their predecessors. Spider-Man 2, X2, Captain America: The Winter Soldier… these and other films were great for a lot of reasons, key among them was their ability to jettison the origin story and get right into the action. There’s nothing wrong with an origin story, especially if it’s done well, but given the limited run time of a movie, such segments have a tendency to drag the proceedings down (especially if everyone already knows the hero’s origin story anyway *cough* Batman…).

Guardians 1 definitely needed to take its time introducing the characters. After all, before 2014, names like Star-Lord, Drax, and Groot meant nothing to all but the most ardent comic fans. But thanks to the massive success of the movie, they’re now household names, and Vol. 2 doesn’t need to waste any time making the audience familiar with them. That bodes well for the new movie.

14. Building On Experience (Production)

rocket raccoon oreo james gunn Guardians of the Galaxy Vol. 2: Why Itll Be Better Than The First

Director James Gunn, his talented team of craftsmen and technicians, and the assorted actors all brought their best work to Guardians 1 in order to make it one of the MCU’s most celebrated films to date. If that’s what they could do with their first try, just imagine what they can accomplish the second time!

This time around, Gunn and his team knew they had the formula for making a great Guardians movie. From their earliest script meetings to the final days of shooting, they were able to call on their experience from the first film to make the sequel better. There’s a lot that goes in to making one of these summer blockbusters, after all, especially one as heavy on special effects as Guardians.

Gunn has proven to be a wise choice to guide this portion of the massive MCU, and it’s great news that he’ll be back for Guardians 3.

13. Building On Experience (Cast)

Guardians of the Galaxy cast Guardians of the Galaxy Vol. 2: Why Itll Be Better Than The First

The experience of making the first Guardians was certainly beneficial for James Gunn, and it was equally so for the cast. When the time came to film Vol. 2, Chris Pratt, Zoe Saldana, Dave Bautista and the rest of the cast were able to jump right back into their roles with confidence.

From a creative and performance standpoint, that’s a considerable advantage. Just as the characters hit the proverbial ground running in the story, so do the actors embodying them. In the case of Rocket voice actor Bradley Cooper, for example, he already knows the right combination of charm, anger and crazy to bring to the scene-stealing raccoon.

Shooting the second film was undoubtedly easier for some of the actors as well. The makeup processes for characters like Drax, Yondu and Gamora were considerably improved, allowing the actors to complete their physical transformations a lot quicker.

12. Romance In The Air

Guardians Galaxy Starlord Gamora Balcony Guardians of the Galaxy Vol. 2: Why Itll Be Better Than The First

There’s no denying that a well-told love story can really take a movie to another level. That doesn’t mean turning the entire film into a sappy romance. Look at Han Solo and Princess Leia in The Empire Strikes Back, or Aragorn and Arwen in The Lord of the Rings trilogy. Those love stories, while not centerpieces of their respective films, were certainly memorable and helped ratchet up the emotion and stakes.

Star-Lord and Gamora had a bit of a flirtatious dynamic in Guardians 1, but it was an undercurrent at best. If the trailers are any indication, it seems their relationship may be headed to the next level in Vol. 2. Whether or not they make an official declaration of their romantic intentions or share a crowd pleasing kiss remains to be seen, but there is undeniable charisma between the actors and a definite spark between the characters.

11. More Goofy Drax

Happy Laughing Drax in Guardians of the Galaxy 2 Guardians of the Galaxy Vol. 2: Why Itll Be Better Than The First

It’s safe to say that Dave Bautista surprised a lot of people with his performance as Drax in Guardians. Best known for his run as a champion professional wrestler, he had only recently begun his acting career in earnest. While there was no doubt he had the physique and stature to play Drax the Destroyer, he was pegged by many to be the weak link in an otherwise top notch cast.

Bautista’s Drax was big and tough, alright, but he also had an emotional core and a tragic past that the fledgling actor ably brought to life. When the warrior’s facade of rage and violence finally cracked and he confessed to simply being a devastated man lashing out at the world around him, you believed it.

Losing that facade also allowed the character’s humorous side to shine through. “Goofy Drax” was a highlight of the first film’s later acts, and it’s clear we’ll be seeing more of that side of him in Vol. 2.

10. Sisters

guardians galaxy 2 gamora nebula Guardians of the Galaxy Vol. 2: Why Itll Be Better Than The First

It looks like Gamora’s adopted sister Nebula will have a much larger role in Vol. 2, even working alongside the Guardians. It’s great to see actress Karen Gillian rewarded with an expanded role, and more Nebula can only be a good thing (more on that later).

We’ll have to wait and see exactly what role the villainous (or just misunderstood?) cyborg will play in the story, but the most interesting aspect of her return is her developing relationship with her sister. From the trailers, we can glean that Gamora and her fellow Guardians take custody of a shackled Nebula at some point, and it’s not an especially happy reunion. But with the sisters on the same side (for a little while, at least) you know they’ll be hashing out their issues. Guardians 1 made clear that Nebula hated Thanos as much as Gamora did, and hopefully Vol. 2 will expand on their time with the Mad Titan. It’s probably safe to assume that Nebula feels jealous of Gamora for finding a new family in the Guardians, and the real question is whether she’ll be able to overcome her anger and resentment enough to turn over a new leaf.

9. More of Yondu

Michael Rooker as Yondu in Guardians of the Galaxy Vol 2 Guardians of the Galaxy Vol. 2: Why Itll Be Better Than The First

Michael Rooker is great in pretty much everything, right? So it was a treat to see him in the role of Star-Lord’s gruff mentor Yondu.

He’s back for the new movie, with an expanded role. While in the first film he maintained his loyalty to the Ravagers, early indications are that Yondu defects to the Guardians in Vol. 2, at least for a little while.

His shift in allegiance works for the character Rooker has established, with his noble streak and soft spot for Peter Quill. It’s also a nod to the characters comic book history as a founding member of the Guardians. Most importantly, it makes Yondu a bigger part of the story. It will be great to see the developing relationship between Yondu and Peter, not to mention his interactions with the other members of the team. Yondu and Rocket: now there’s a dream team!

8. Stallone!

Guardians of the Galaxy 2 Stallone Character Guardians of the Galaxy Vol. 2: Why Itll Be Better Than The First

We have known for a while that Sylvester Stallone would be making his MCU debut in Guardians Vol. 2. That’s awesome in and of itself. Adding Sly to the Marvel universe, even in a small part or cameo, is a great move. He’s Sly!

But if fans were excited by Stallone’s inclusion when they didn’t know who he was playing, they were ecstatic when that information was recently revealed. He’s playing none other than Stakar Ogord, aka Starhawk.

It’s likely that Starhawk’s role in Vol. 2 is fairly limited, so we’ll have to see just how much of a part he plays in the story and the future of the Guardians (and the cosmic portion of the MCU). We know from the comics that Starhawk is a powerful figure who has lived his life from beginning to end more than once, and utilizes his knowledge of his future to his advantage. There’s probably a film in that story… Phase Four perhaps?

7. Stronger Villain

Ronan Guardians of the Galaxy Marvel Guardians of the Galaxy Vol. 2: Why Itll Be Better Than The First

For those who have yet to see the film, it’s still not entirely clear who will serve as the real villain of Vol. 2. The closest thing to a definable antagonist that is featured in the trailers is Elizabeth Debicki’s Ayesha, leader of the golden Sovereign people. We see her taunting the Guardians about their frailties, but that’s about it.

Whoever does turn out to be the primary antagonist of the film, they will have a low bar to clear to eclipse the first villain who menaced the Guardians. Lee Pace did a fine job as Ronan the Accuser, but the character was portrayed as a petulant, one-note villain. We knew he wanted to kill just about everybody in the galaxy, and that he was angry about the poor treatment of his people, the Kree, but not much else. The audience wasn’t given much of a reason to care about him.

Whether it’s Ayesha, Ego or someone else entirely, here’s hoping Vol. 2 ‘s antagonist is a worthy foe.

6. More of Nebula

 Guardians of the Galaxy Vol. 2: Why Itll Be Better Than The First

Though her screen time was limited, Karen Gillian’s Nebula was one of the standout characters in Guardians 1. Modified with countless cybernetic enhancements by her adoptive father Thanos, she nursed a seething hatred for the Mad Titan. Her anger at her lot in life made her resentful of her sister Gamora, the rest of the Guardians and pretty much the entire galaxy.

In the new film, we know that Nebula joins up with the Guardians, though it’s an arrangement neither side seems particularly happy with. As noted earlier, though, it will give Nebula and Gamora a chance to work through their considerable issues, which will certainly be entertaining to watch. Is Nebula an evil person at heart, or is she simply the daughter Thanos raised her to be? With a chance at something resembling a normal family, will she be able to change her ways and become a part of the team? Or will she betray them and continue down her dark path?

5. Mantis

Mantis CGI Antennae Guardians of the Galaxy 2 Guardians of the Galaxy Vol. 2: Why Itll Be Better Than The First

James Gunn and company could have rested on their proverbial laurels and focused solely on the memorable characters introduced in the first movie, and nobody would have complained. But to their credit, in Vol. 2 they’re taking us to new places in the Marvel galaxy and introducing new characters for the audience to get attached to.

The titular Guardians are expanding their ranks by including the previously established characters of Yondu and Nebula, but they’ll also be joined by a new character: Mantis. A unique heroine with empathic abilities, the MCU’s Mantis has been raised by Ego, and her interactions with the Guardians are her first real steps into the wider galaxy.

It will be interesting to see if Ego’s son Peter and Mantis form a familial bond of some kind: she’ll certainly be able to answer a lot of his questions about his absentee father.

4. More Post-Credit Scenes

Guardians of the Galaxy Vol 2 Team Reveal Guardians of the Galaxy Vol. 2: Why Itll Be Better Than The First

Post-credit scenes (or “stingers”, if you prefer) have become a staple of the modern blockbuster. Most big movies have at least one, if not two, and the MCU movies are arguably responsible for the trend in the first place. Who can forget Nick Fury’s unforgettable debut in Iron Man’s credit scene?

Guardians Vol. 2 is continuing on in that proud tradition, as you might expect, but they’re taking it to a new, almost comical level. As recently revealed by James Gunn, Vol. 2 will have not one, not two, not three, not even four, but FIVE post-credit scenes. Five!

MCU fans know that the first Guardians film featured none other than Howard the Duck in a fun little cameo. With five post-credit scenes this time around, we might just get to see Howard’s continuing adventures! But you can bet that at least one of the scenes will be crucial for the continuing story of the Guardians themselves.

3. Star Lord’s Heritage

Chris Pratt as Star Lord with the Power Stone in Guardians of the Galaxy Guardians of the Galaxy Vol. 2: Why Itll Be Better Than The First

For such a fun movie, Guardians 1 had a surprisingly dour beginning. Flashing back to the 1980s, we saw a young Peter Quill lose his mother to cancer, only to then be kidnapped by the Ravagers.

Later in the film, we learn that the Ravagers grabbed Peter at the behest of his mysterious father, a man Peter knows precious little about. Thanks to his ability to survive prolonged contact with an Infinity Stone, however, Peter does learn his father was not from Earth.

Both the audience and Peter himself will get some answers in Vol. 2, and it will be interesting to see father and son meet, presumably for the very first time. In a bit of a departure from the comic book lore, it is Ego the Living Planet who is Peter’s father in the MCU, and they made sure to cast an iconic actor who could bring such a mysterious and powerful entity to life…

2. Kurt Russell

 Guardians of the Galaxy Vol. 2: Why Itll Be Better Than The First

You’re Marvel Studios, and you have a problem. You need to find an actor who can be convincing as the father of charming space pirate Peter Quill, played by the equally charming Chris Pratt. This actor will also need to have the presence and gravitas to portray an entire planet, literally: a living, breathing planet. What do you do?

You call Kurt Russell, that’s what you do.

Casting the iconic actor as Ego the Living Planet was a stroke of genius. Russell is one of the most beloved actors of his generation. Seriously, who doesn’t love Kurt Russell? He’s Snake Plissken. Jack Burton. Lt. Cash. Wyatt Earp. R.J. MacReady. Mr. Nobody. The list goes on and on. He brings immediate credibility to a tricky part that could fall flat if handled poorly.

If anyone has what it takes to hold his own on screen with the Guardians, it’s Kurt Russell.

1. Baby Groot!

Guardians Galaxy 2 Baby Groot Trailer Guardians of the Galaxy Vol. 2: Why Itll Be Better Than The First

Let’s be honest: Groot stole the first movie. The walking, talking tree (Flora Colossus if you want to get technical) melted hearts with his gentle manner and fierce loyalty to his friends. His sacrifice at the end of the film (“We are Groot”… *sniff*) was heartbreaking, and it was a welcome relief when “Baby Groot” was reborn.

The little guy has done some growing up since Guardians 1, but he’s still on the small side. He’s been a highlight of the trailers released so far, from his snacking on the Milano to his cheerfully oblivious wave to a mid-battle Gamora. It’s not clear to what extent “Baby Groot” retains his memories of earlier events, but he definitely has all of the old Groot’s charm (and his quick temper). Between his adorable nature and his remarkable strength (and a penchant for violence), don’t be surprised if Baby Groot runs away with this movie!

It won’t be long before Guardians of the Galaxy Vol.2 hits theaters. What are you most looking forward to?

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