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Nothing dooms a comic-book movie quicker than when it takes itself too seriously. Ponderous existential handwringing is a drag. Maybe that’s why Guardians of the Galaxy was such a welcome and delirious blast of laughing gas when it hit theaters nearly three years ago. Here was a movie that not only had Marvel’s usual smattering of giddy punch lines; it seemed to be made up entirely of them. It was like watching a superhero sit on a whoopee cushion for two hours—and the gag never got tired. Alas, in Guardians of the Galaxy Vol. 2, the gag is starting to feel like it’s getting a bit old. It’s still a good Marvel movie (at times, a very good one), but it’s a come down from the dizzying highs of the first installment. The laughs are still there, but they’re less involuntary.

Perhaps that was inevitable. No joke, no matter how well it’s told, is as funny the second time around. It’s still possible to have a good time while also realizing that there’s something a little lazy and thin about this sequel. Three years ago, when we were treated to the origin story of how this motley gang of merry-prankster mercenaries came together, there was the shock of the new (at least to the comic-book agnostic). The headliner in that posse of antiheroes was Chris Pratt’s Peter Quill (a Han Solo-esque half-human who desperately wanted to be called “Star-Lord”). His intergalactic backing band included the green-skinned she-assassin Gamora (Zoe Saldana), the chrome-domed colossus Drax (Dave Bautista), a rascally, foul-mouthed raccoon named Rocket (voiced by Bradley Cooper), and a walking tree creature that sounded a lot like Vin Diesel and could only say variations of the phrase “I am Groot.” Back then, in the franchise kickoff, all of these oddball characters got their own solos and their share of the spotlight. There wasn’t a Pip in the bunch. They were all Gladys Knight.

But now there are clearly stars and supporting players. Worse, the gang which had so much chemistry together is split up and separated for most of the film to tackle their own storylines: Quill spends most of the film grasping for a relationship with his long-lost father (Kurt Russell’s immortal, all-knowing lower-case-g god, Ego). Gamora is dealing with her own estranged family issues with her nasty sister, Nebula (Karen Gillan). Meanwhile, Rocket (as feisty as ever), Baby Groot (cute as a button), and Drax (who may just have found a freaky love connection with Pom Klementieff’s empath, Mantis) are all swept to the side in secondary B-plots when they’re collectively the best thing in the film. Even Michael Rooker’s blue-hued Yondu, who was maybe the seventh or eighth most interesting character in the first film, is given more than they are. The less said about big-deal guest star Sylvester Stallone’s part the better so as not to get your hopes up. He’s barely in the film. Maybe it was some sort of contractual reunion obligation with Russell dating back to Tango & Cash

Written and directed by the returning James Gunn, Guardians 2 kicks off in Missouri in 1980. That was the year, of course, that our beloved Kurt Russell of Earth starred in Used Cars and was gearing up to play Snake Plissken in Escape From New York. But in the Guardians Galaxy, Russell was an alien visiting the American Midwest to sing along to Looking Glass’ pop chestnut “Brandy” while speeding in a muscle car with the woman who will become Peter Quill’s mom. Flash ahead 34 years, and our ragtag Guardians are in the midst of a battle against a giant (intentionally?) cheesy squid monster on a mission that momentarily puts them in the good graces of a race of gold-skinned humanoids ruled by Elizabeth Debicki in Shirley Eaton-by-way-of-Goldfinger makeup. She’s not someone you want to cross. Which, of course, means the Guardians do just that. As a reward, Debicki’s Ayesha frees a prisoner—Gamora’s sister Nebula.

What those two events do is set up the film’s dueling, double-helix plotlines about estranged family: Can Gomora and Nebula work through their volatile differences that reach back to what sounds like a very screwed-up childhood? Can Quill’s omnipotent celestial father convince him to take his place by his side as a lower-case-d demigod? So there you have it: we have Cain/Abel and God/Jesus in the same film, which doesn’t leave a lot of room for wisecracking raccoons, saucer-eyed miniature trees, and booming-voiced behemoths even though they’re exactly the kind of caffeine that Guardians 2 needs more and more of between salvos of neon-lit special effects. Don’t get me wrong: Kurt Russell is a goddamned American national treasure, whose gloriously weathered mug belongs on Mt. Rushmore. But his part of the narrative is, hands down, the least interesting part of the film. Worse, it robs Pratt of his winking postmodern action hero swagger for too much of the film. At least, his Walkman is still working (for most of the film, at least)—Guardians‘ music supervisor keeps the Sounds of the Seventies alive (Fleetwood Mac’s “The Chain” is especially well used).

In the original Guardians there seemed to be a general attitude of nose-thumbing when it came to tired movie conventions—a smart, dialed-in knowingness that rose above clichés and/or subverted them. Now, we have Quill and Gamora dancing around their mutual attraction in a will-they-or-won’t-they duet of simmering sexual tension that’s been done a million times before. It’s the old Sam-and-Diane paradox. Gunn’s script tries to preempt complaints about how derivative all of that is by having Quill actually make a Sam-and-Diane joke. But acknowledging the clichés you’re trafficking in doesn’t make them any less clichéd. Honestly, it feels churlish to point this stuff out when both Pratt and Saldana are such good company on screen. But it’s an example of just how much smarter the story could have been—and how much smarter it was the first time around.

Is it possible to be disappointed by a film and still manage to have a good time watching it? Absolutely. And Guardians Vol. 2 is Exhibit A of that. It’s smarter than most films, but not as smart as the first one. It’s funnier than most films, but not as funny as the first one. And it still probably belongs in the upper tier of Marvel movies but nowhere near as high up as the first one. Guardians Vol. 1 was so original and unpredictable and irreverent and silly and sublime that Guardians Vol. 2 can’t help but feel like a step backwards. It’s a decent enough Marvel movie. But the original was a true lower-case-m marvel. B–