The Guardians of the Galaxy press play on their swan song

Marvel Studios Zoe Saldaña and Chris Pratt suit up for 'Guardians of the Galaxy Vol. 3'

There was a moment during the Guardians of the Galaxy Vol. 3 premiere where Chris Pratt leaned over and nudged his wife, Katherine Schwarzenegger. Sitting in Hollywood's dark Dolby Theatre, the 43-year-old actor wanted to point out one of his favorite scenes from the Marvel epic. It's a brief shot, where Pratt's Star-Lord gathers with his cosmic crewmates before they head out to brawl with some bad guys. It's not the most colorful or visually dazzling scene in the film's sprawling two-and-a-half-hour runtime, but instead, it's noteworthy for what happened off screen: That was Pratt's final day on set with all of his costars — the last official gathering of the Guardians of the Galaxy.

"It was this very benign shot of us just running down a hallway," Pratt explains, sitting down with EW the day after the premiere. "We go off in different directions at the end. I remember everyone gearing up before they said 'action.' It wasn't an abrupt ending, but that was the last time we were all going to be on set together."

The third and final film in the Guardians trilogy (in theaters this weekend) once again centers on Marvel's trippy band of space weirdos, following Peter Quill/Star-Lord, Gamora (Zoe Saldaña), Nebula (Karen Gillan), Mantis (Pom Klementieff), Drax (Dave Bautista), Groot (Vin Diesel), Rocket (Bradley Cooper), Kraglin (Sean Gunn), and Cosmo the Space Dog (Maria Bakalova). For some, that group scene wasn't technically the last day on set, as a few actors returned later to film in smaller groups. But all of them remember feeling the reverence of that final moment together. Tears were shed; speeches were given. "We, the Guardians, sat in a circle," Klementieff, 36, adds. "It felt emotional and deep and beautiful at the same time."

It was particularly poignant for James Gunn, the writer-director who's helmed all three Guardians movies. Not only was he bidding farewell to the characters he first brought to the screen more than a decade ago, but Vol. 3 would turn out to be his final Marvel film, one last swan song before he departs for the top job at rival studio DC. There's also the fact that it almost didn't happen at all: Marvel's parent company Disney fired Gunn in 2018, after several of his old, offensive tweets recirculated. But Gunn's cast rallied behind him, lobbying both publicly and privately for his reinstatement. "Fighting to get our director back, that was something that brought us together," Gillan, 35, says. "In a weird way, the Guardians felt more real than ever. Literally, we had Chris Pratt leading the charge. It was like, Star-Lord is real!"

The cast circled around Gunn like a protective Groot cocoon, and Disney eventually relented in 2019, rehiring him for Vol. 3. Now, Gunn was here in his final days on set, saying goodbye to the actors and crew who had campaigned so hard for his return.

He remembers walking on set that day with his sibling, Sean, who's appeared in all three movies as both the Ravager Kraglin and the on-set performer for Rocket Raccoon. "It was very moving, sitting there with my brother, knowing that we were in our basement playing together as kids, and this is just doing it with larger Tinkertoys," Gunn, 56, reflects. "That was really moving. Zoe's speech really got to me." The director pauses, remembering. Then: "Chris' speech was just okay," he deadpans.

Marvel Studios Star-Lord (Chris Pratt) and Groot (Vin Diesel) in 'Guardians of the Galaxy Vol. 3.' (Director James Gunn jokes that he and his crew referred to this version of Groot as 'Swole Groot.')

In 2023, it's easy to think of a Guardians of the Galaxy movie as a safe bet. The first two films raked in more than $1.6 billion worldwide, turning misfits like Rocket Raccoon and Drax the Destroyer into household names. There are now theme park rides, a holiday special, and more Groot merch than you can shake a tree branch at. But when Marvel first announced a Guardians of the Galaxy movie a decade ago, the news was met with more than a few raised eyebrows. Up until that point, the burgeoning Marvel Cinematic Universe had focused on more grounded heroes like Tony Stark or Steve Rogers. Even among comic book obsessives, the cosmic Guardians were way down on the D-list.

"I don't blame any of the press for thinking Guardians of the Galaxy was gonna be a flop," Pratt says now with a laugh. "It makes sense. They were like, 'Really? The Guardians of the Galaxy? There's really no other Marvel comic book characters we can make a movie about? Can't we do Captain America or Hulk or Iron Man again?'"

Even Gunn was skeptical. He first met with Marvel in 2012, after directing oddball genre fare like 2006's Slither and 2010's Super. "Really, when Marvel first pitched me the idea of doing [the Guardians] as a film, I thought, 'God, I just don't know how to get into it,'" Gunn admits. He particularly struggled with what to do about Rocket: A foul-mouthed, machine-gun-toting raccoon might work on a comic page, but putting him on screen could make the film feel too cartoonish, like plopping "Bugs Bunny in the middle of the Avengers," the director says.

Gunn found himself fixating on the tiny furry mammal. The more he thought about Rocket, the more he realized he was the "saddest little creature in the universe" — a lonely lab experiment searching for a place to belong. In the end, it was Rocket's isolation that helped Gunn understand the Guardians as a whole.

"I'll always feel gratitude towards the character because of that," he explains. "But I also relate to him. He's just an angry little guy who pushes everyone away because of his own fear and vulnerabilities. I think I felt like that a lot. I think a lot of people have felt like that."

In fact, part of why Gunn was so eager to return after his firing was because he felt he owed it to Rocket to finish his story. He'd actually mapped out Rocket's origins years ago, long before filming began on Vol. 1. (When EW spoke to him in late April, he was wearing a shirt emblazoned with the names of Rocket and his animal friends: Lylla & Rocket & Floor & Teefs.) "It's almost like the first two movies are just an excuse so that I could tell Vol. 3," the director says

Gunn always knew that he wanted to close out Guardians as a trilogy, and he started informing his cast soon after Vol. 2 hit theaters. The third film tells the raccoon's backstory for the first time in full: His transformation was the result of macabre experiments by the High Evolutionary (Chukwudi Iwuji), a Doctor Moreau-style madman hoping to unlock the secrets of evolution.

Iwuji, who also stars on Gunn's DC series Peacemaker, wanted to bring a menacing gravitas to the role, taking Pilates lessons to help perfect that regally sinister strut. (The key, he says, is to throw your shoulders back and almost glide across the floor.) "A lot of villains in the MCU are similar to Shakespeare and to classical work," Iwuji adds. "You find you're doing a lot of exposition, a lot of setting up and explaining stuff. So, a big challenge was doing that and making it sound interesting. James really wanted me to push the boundaries with this guy, going from perfect stillness to almost madness at times."

Beyond Rocket, Gunn hoped to bring closure to all sorts of stories — including the romance between Star-Lord and Gamora. (Saldaña returns as an alternate-universe version of her green-skinned assassin, after the original Gamora died in Avengers: Infinity War.)  "It was a little bittersweet because I knew it was our final chapter, "Saldaña, 44, says, "but we signed up for one movie and we ended up doing three."

Marvel Studios 'When we were on set, it felt like we were making an indie comedy with a big group of friends,' says Will Poulter (Adam Warlock in 'Guardians of the Galaxy Vol. 3').

The High Evolutionary isn't the only antagonist in the film. Will Poulter makes his debut as Adam Warlock, a genetically modified superman first teased in the end-credits scene of Vol. 2. He also boasts sparkling gold skin. The 30-year-old Poulter remembers showing up to his screen test and immediately being slathered in metallic paint. "I was in gold makeup, I was in gold clothes, and I was in a pair of gold Air Max 95s, which I was very excited about," the actor says. "I shouldn't have been even thinking about that. I should have been thinking about the lines that I had to learn. But I was thinking, 'Oh, this is quite cool. I'm in gold Nikes.'"

Adam spends much of the film trying to track down the Guardians, and Poulter, known for his roles in We're the Millers and Dopesick, plays him as a 24-carat himbo, careening around the universe. Fortunately for the Guardians, they also have new allies. Borat breakout Maria Bakalova voices Cosmo the Space Dog, a telekinetic retriever who first popped up in last year's holiday special. When the 26-year-old Bulgarian actress landed the gig, she assumed that she'd record all of her lines alone in a studio. Instead, Gunn invited her to perform on set as Cosmo, and she jumped at the chance to do some motion-capture work.

Playing a four-legged character took some adjusting. "I was like, okay, I feel weird," Bakalova recalls with a laugh. "But it's cool. You can be on your knees, and you can literally play in the dirt and not be criticized because it's a character." She also peppered Sean Gunn with questions, and the actor shared tips he'd learned from playing Rocket in all three movies. "I felt a bit more open-minded and able to use my imagination," Bakalova adds. "It's like when I was a child and would just play."

That sense of play was felt almost every day on set. Music is a key part of the Guardians films, and Gunn famously likes to blast a soundtrack on set — whether it's an operatic classical track while filming a serious moment or a Beastie Boys hit as the Guardians prepare for battle. Iwuji remembers one such moment walking into the High Evolutionary's regal throne room for the first time. "James came over the sound system, and some really awesome house rave music started pumping," the actor says. "I remember pretending I was a DJ looking down. It just got everyone in a good mood."

Still, all that play included plenty of work. Vol. 3 features one particular action showstopper, a lengthy and elaborate tracking shot that required months of rehearsal and pre-planning. And for many, the preparation started well before they even got to set: The entire film set a world record for the most makeup appliances used on one project, with 23,000 prosthetics applied to more than 1,000 actors. Saldaña, who spent four-plus hours in the makeup chair next to Gillan each day, jokes that the loss of sleep was worth it.

"Imagine waking up in the wee hours of the morning, going through all that makeup, and arriving on set to a hostile environment," Saldaña says. "I don't think it would make this whole experience worth doing. The reason why it's been worth doing is because every single human being that is a part of this are just exceptional people."

Jessica Miglio/Marvel Studios Nebula (Karen Gillan) shows off a new bionic arm in 'Guardians of the Galaxy Vol. 3'

When EW sat down with the cast in late April, a week before the film hits theaters, the actors couldn't help but feel reflective. After all, many of them — including Pratt, Saldaña, Gillan, and Sean Gunn — have been playing these characters for more than a decade. They're also fiercely protective of their director, praising his collaborative spirit and obsessive attention to detail.

"You see a lot of his influences," Pratt says with a slight sense of awe in his voice. "There's this really beautiful moment [in Vol. 3] between Mantis and the abilisks that's reminiscent of Nausicaä of the Valley of the Wind, the Miyazaki animated film. He's lifted some techniques for action from some Korean filmmakers. He's really a student of film and comic books. He's watched everything, and he's read everything. It's really his world, and that's what makes him extra special. He's the real deal."

Gillan puts it even more simply: "We lost him for a second, and then we fought for him, and we got him back. It would've felt so weird to do it without him."

Gunn even brought back a few members of his extended film family — including Nathan Fillion, who's appeared in nearly every one of the director's films. (The Firefly alum lent his voice to the original Guardians, and he also had a cut cameo in Vol. 2.) Here, he appears as a corporate security guard named Master Karja, decked out in puffy, lobster-like armor. "It's this space opera about aliens with stakes that don't matter to me or my planet in any way that I can really fathom," Fillion says. "But [Gunn] makes me care about them so much. He makes me cry about them."

For the younger Gunn, watching his older brother direct aliens and space battles feels like a full-circle moment. (As kids in their hometown of St. Louis, James would recruit Sean to act in his homemade horror flicks.) On the first Guardians, Sean worried that James might get overwhelmed and "rankled" by the sheer scale of a Marvel superhero project. Instead, he says, the opposite happened: "He was so relaxed and so himself, and it was because of the material. It was really wonderful for me to observe, like, 'Oh, he's really at home here.' This is what he was absolutely cut out to do."

Marvel Studios Meet Blurp, a fuzzy alien creature from 'Guardians of the Galaxy Vol. 3,' voiced by Dee Bradley Baker

As Guardians of the Galaxy Vol. 3 cruises toward theaters, there's a certain amount of pressure on this final installment. Recent Marvel movies have underperformed in ticket sales — including the last entry,  Ant-Man and the Wasp: Quantumania — which has left fans and pop culture pundits wondering whether the superhero bubble might be bursting. Vol. 3 will also serve as a bellwether for Gunn's future, as he heads to DC and tries to build an entirely new superhero franchise. (One of the first projects on the slate? A Superman reboot, written and directed by — you guessed it — Gunn.)

As for the Guardians themselves? Fans will have to wait and see what their futures might hold when Vol. 3 hits theaters. But regardless of whether these characters live or die, many of the actors say they can't see a Marvel future without Gunn behind the camera. Some of them have already started pestering Gunn for roles in his future DC endeavors. "He's absolutely the best, and I'm hoping to get to work with him many more times," Bakalova says. "He's someone that I can learn a lot from, but at the same time, I feel like I'm with my family and I'm around somebody that cares about me. He's going to make sure that I'm taken care of and safe."

In other words, bring on the gun-toting raccoons and talking trees — the weirder the better. Adds Klementieff: "He could call me tomorrow and be like, 'Hey, do you want to shoot something? It's going to be with my phone. Your father is a banana, and your mother is a box of matches. Let's shoot it.' Okay, yeah, sure!"

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