It was always going to be difficult for Guardians of the Galaxy Vol. 2 to meet my expectations, considering how highly I still regard the first film. It remains my favorite entry into the Marvel Cinematic Universe, a movie with lovable characters, thrilling setpieces, great humor, and endless rewatchability. Vol 2., indeed, did not quite live up to all that I imagined it to be, but it came pretty damn close, close enough for me to walk out feeling satisfied.

Still, the movie has its flaws, and it’s certainly a more flawed film than the original. Here’s some of what I loved about the movie, and some minor issues.

Pro – Everyone Has a Satisfying Arc

Guardians of the Galaxy Vol 2. is comfortable not allowing itself to become completely dominated by Chris Pratt’s Star Lord. In fact, Pratt has less to do this time than he did in the first one. Instead, James Gunn spreads the love around and lets us learn more about each member of the team, giving every guardian their own distinct arc.

In particular, I love the way that the movie handles Rocket. While he had so many of the best gags from the first movie and was, in my opinion, the clear standout character, this time, Gunn digs deep and explores what makes Rocket tic, not feeling pressured to capture exactly the same magic as he did the first time around.

Even Drax, who is much more of a comedic relief in Vol. 2 than he was last time, has some nice character beats, in particular the sequence in which he is speaking with Mantis and she feels his grief for the loss of his family.

With all of these individual arcs, James Gunn manages to connect them all in a way that feels seamless, with each character struggling with issues of family in some way. Obviously that’s true of the main plot with Peter and Ego, but it’s also true of the arc of Rocket, Yondu, Gamora, Nebula, and even, to a lesser extent, Drax and Mantis.

Really, the only character who doesn’t have a major arc is Groot, and even he has a small one, which is appropriate considering he isn’t as significant to the plot in Vol. 2 as in the first one.

Con – There’s Just Slightly Too Much Humor

This feels like a weird thing to complain about considering how often and how enthusiastically I was laughing throughout the movie. But Vol. 2 just has a bit too much humor for its own good.

With most entries into the Marvel Cinematic Universe, they are action films first and comedies second, with comedic beats coming naturally in the midst of the adventure. Vol. 2 is the first entry where entire sequences are structured completely around a joke; they exist for no other reason than to be funny. In the first Guardians, this is never really the case. The plot moves along at a fast pace, and we’re always leading towards a clear goal, with the humor just naturally coming along as part of that journey. It’s the difference between having a few funny lines between scenes, and having entire scenes that are solely comedic and nothing else.

An example that comes to mind is the sequence of Rocket and Yondu trying to give Groot instructions on how to find Yondu’s fin. While it’s definitely funny, I couldn’t help but wonder why I was watching it and why the film was giving such an unimportant plot point so much damn time.

Going along with that is the fact that Drax is just a bit too jokey in this one. It felt like at least 90 percent of the things that he says are jokes. I suppose this can be explained as Drax’s personality changing as a result of being a member of the Guardians; he now feels that he understands humor when he really doesn’t. But it takes away from the punch of Drax having unexpectedly funny things to say when he is constantly, actively trying to make us laugh. This is one of those examples of a movie leaning heavily on something that worked in the first one, but it becomes too much of a good thing. That’s not to say that Drax shouldn’t be funny or that I disliked his humor; I just would have cut maybe three to five of his gags from the film.

Pro – The Movie Is Full of Interesting New Ideas

If sequels generally build upon the ideas of the first one while introducing few new concepts, James Gunn sure didn’t get the memo.

Guardians of the Galaxy Vol. 2 is packed to the brim with fun and innovative sci-fi ideas that had me laughing out loud at the pure creativity on screen. That’s especially true of the Sovereign people; having this race of aliens operate ships remotely like a video game, complete with video game sound effects, is a purely James Gunn-ian stroke of genius.

Although it’s a small thing, a particularly great addition is the way that characters warp between worlds, where they pass through a giant grid system at high speeds in a way that messes with their sense of reality and stretches their faces like in a cartoon. There’s no real reason why Gunn couldn’t have had the ships simply flash through the stars and appear where they need to be like in every other sci-fi movie, but he decided to take things a step beyond.

There are quite a few setpieces that are wildly inventive, too, starting off right from with the opening credits sequence, in which Gunn intentionally directs us away from the action. We’ve already watched so many scenes exactly like the one that is playing out in the background, so why not mix things up?

Con – The Pacing Is Way Off

This is easily my biggest problem with Vol. 2; the first hour of the movie is very poorly paced to the point that it feels downright aimless.

The original Guardians is a brisk movie, in which the audience fully understands in every single moment what the overall goal of the film is and why each scene is happening. Sure, it’s a bit formulaic, but there’s a reason that formula exists: because it works.

I admire James Gunn’s desire to mess with the set MCU story structure. But there are way too many scenes in the first half of Vol. 2 where it feels like the movie is just wasting time, and I don’t have much of a sense of where we are in the narrative or why we’re spending time on a particular moment.

I first started feeling this in the storyline with Rocket, Groot and Yondu being captured by the Ravagers, which feels like that subplot in the first five minutes of an episode of The Simpsons, which essentially just wastes time until the main story gets going. And in the end, nothing in this section of the movie is particularly important on a plot level. It’s important on a character level, but I think some scenes like these could have been reworked to feel less directionless.

Certainly, though, I am open to the possibility that the pacing issues will be far less of a problem the second time around, when I know where the movie is going and the structure of it becomes a bit more clear.

Pro – Literally Everything With Ego

Spoiler Alert! 

Ego is the best villain in the Marvel Cinematic Universe so far.

Of course, he’s kind of in a different category, considering he doesn’t become much of a villain until the second half. But Kurt Russel’s Ego blows Ultron, Zemo, and I think even Loki, out of the water.

He’s charismatic as hell, which mostly just comes with casting someone like Kurt Russel in the movie, and as a result, even though we all kind of know he’s going to turn evil, we really, truly want to believe him during the first half of the film. The back-to-back reveals that Ego has fathered hundreds of kids across the universe, and that he gave Peter’s mom cancer, were genuinely shocking to me.

The way that James Gunn portrays a god-like creature on screen also works quite well, and the visuals surrounding Ego are just fantastic, from Ego creating massive statues from scratch in order to explain his story, to him turning into bone in the climax, to, yes, him altering his form to become that of David Hasselhoff.

With all of my minor gripes with the movie, then, I’m relieved that with perhaps the most important element – Ego and Peter’s relationship with him – James Gunn completely nails it.