Guardians of the Galaxy Vol. 2 is the story of Star-Lord Peter Quill (Chris Pratt), the earthling raised in space by the Ravager space-pirate Yondu (Michael Rooker), but whose mysterious paternal lineage troubles him.

It is the story of Gamora (Zoe Saldana) and Nebula (Karen Gillan), rival sister assassins raised by the most evil crime lord in the universe.

It is the story of Drax (Dave Bautista), a murderer borne from the tragedy of losing his family to that same crime lord’s machinations.

It is the story of Groot (Vin Diesel), a mighty being reduced to sapling.

And it is the story of Rocket Raccoon (motion-capture by Sean Gunn and voice by Bradley Cooper), a “lower” beast augmented maliciously into a brilliant, angry, cruel, lonely asshole who doesn’t know how to trust and does not understand friendship.

Vol. 2 is in itself a lonely spectacle, a heartfelt character piece hitching a ride on the back of a space opera. Of all the Marvel Studios sequels — now more than half of their films — it is the most natural continuation of its predecessor, digging deeper inward rather than expanding outward. With free reign and a ridiculous amount of money, writer-director James Gunn has crafted a more challenging, rewarding and altogether unique film than the first.

All the hallmarks of the Guardians franchise are back, of course — crude humor, anti-heroics, classic mid-late 20th-century music and nostalgia. The banter between members of the team remains top-notch, and newcomers Ego (Kurt Russell) and Mantis (Pom Klementieff) fill holes missing in the already-existing ensemble.

Without spoiling too much of the plot: Set a few months after the first film, Vol. 2 opens with the Guardians double-crossing a race of perfect beings named the Sovereign, who put a price on their head. While on the run, they come across Ego and Mantis, and learn Ego is Star-Lord’s real father — an ancient celestial intrigued by the experience of mortal beings. Additionally, Yondu – Quill’s surrogate father, a pirate who stole him from Earth and raised him as his own – finds himself in deep trouble with the other Ravagers over his fondness for Quill, setting him on a collision course with the Guardians once again.

Most of the movie is spent with the Guardians divided by choice – not always fondly. It’s a fairly classic sequel scenario, exploring their individual relationships to discover why they’re stronger together. Comparisons to The Empire Strikes Back have been made, and they’re relatively apt. Like Empire, much of the drama is confined to two or three particular locations; while there are memorable action sequences, the real engine of the movie are the relationships and drama. Gunn’s tit-for-tat dialog has never been better. There is spectacle, but it’s not the touchstone of the film and it’s much less memorable than the antics of Baby Groot or Yondu’s character development.

In a sense, Vol. 2 is the movie Avengers: Age of Ultron clearly wanted to be. I’m pretty fond of the 2015 sequel to The Avengers, but its faults are many and it ultimately doesn’t gel; the Frankenstein story of Ultron and the self-exploration of each Avenger felt at odds with the bombast and almost biblical nature of the movie’s scale.

Producer Kevin Feige (who should one day get cameo appearances in Marvel properties; he’s second only to Stan Lee in importance to the company’s history) and Gunn clearly learned a lesson from Ultron; in Vol. 2, each character is given significant growth and their action sequences service their internal struggles. By the end, it feels like the Guardians we’ll see in next year’s “Avengers: Infinity War” will be much different people, plants and rodents than we knew before, and that’s the sign of a quality franchise.

Is it as good as the first? You know you’re already going to see it, so I won’t tell you how I feel about that other than to say that for the first time in a long time, it feels meaningless to quantify a sequel in that way. In fact, at 15 films in, it seems impossible to rank the Marvel Cinematic Universe beyond personal preference; there are only about a quarter of the movies that I think are below average compared to other action movies, and the rest are all above-average to great.

The real question to ask about Guardians of the Galaxy Vol. 2, I think, is whether the film takes risks.

If you didn’t get it from the rest of my review, I think it absolutely does. Above all else, Vol. 2 is about something, and not just as a plot. Beyond the sniping and pettiness and crudeness and, well, oddity, Gunn is the virtuoso of this universe because he understands what it is to be a misfit, to not belong and to be angry about it.

All too frequently, stories are about the lonely person finding someone or something to aspire to and suddenly their problem is fixed; their anger and discomfort disappears upon the assumption of a grander purpose. Quill, Gamora, Nebula, Drax, Yondu, Groot and most of all Rocket are deeply broken,  lonely characters who will always feel restless and ill at ease even when they aspire to be the Guardians of the Galaxy. There’s something unspoken inside them that questions whether purpose is even the solution that will alleviate their fundamental sadness.

Their journey in Vol. 2 can’t be spoiled but it comes from Gunn’s genuine empathy for those who are alone, lost at sea and afraid of finding home.