Taking Inspiration from the Setups and Payoffs of ‘Guardians of the Galaxy Vol. 3’

A good setup and payoff is like a gift to your audience. Done well, setups and payoffs also complement your skills as a screenwriter.

[L-R] Pom Klementieff as Mantis, Groot (voiced by Vin Diesel), Chris Pratt as Peter Quill/Star-Lord, Dave Bautista as Drax, Karen Gillan as Nebula in Marvel Studios’ Guardians of the Galaxy Vol. 3. Photo courtesy of Marvel Studios.

The small gift wrapped in blue and green paper and a silky blue bow knocked around untouched for years, from a boy’s backpack to a drawer clear across the galaxy.

The first time we saw it, we knew it was special, but like the boy who became a man, we grew absorbed in other things and forgot about it … until he was finally ready to face what it contained.

A good setup and payoff is like a gift to your audience, much like this package in the original Guardians of the Galaxy (2014). It rewards them for paying attention—and helps them recognize a character’s growth. Done well, setups and payoffs also complement your skills as a screenwriter. You’ve trusted your audience to understand something crucial without putting a flashing neon sign around it.

Let’s look at that gift from Guardians of the Galaxy again. The first time we see it is in a hospital, where a teenage Peter Quill listens to a mixtape his mother has made of her favorite songs. Dying of cancer, she passes him this cheery box, which he’s too upset to touch. His grandfather tucks it into his backpack.

We glimpse the box once or twice after that, once adult Peter (Chris Pratt) has become an outlaw in space. He calls himself “Star-Lord,” a nickname that fails to catch on until the film’s end, where he’s found a new group of friends who are like family and stepped up to become a hero.

That’s when he’s also enough at peace that he can open the box, revealing another mixtape from his mom—and a sweet note calling him her Star-Lord, showing why he was so invested in that name in the first place.

With Guardians of the Galaxy Vol. 3 now available on DVD, Blu-ray, and Disney+, it’s worth looking at the whole Guardians saga for the setups (or plants) and payoffs that writer-director James Gunn sprinkles throughout these films. He’s a master at sliding something into a line of dialogue or an action that blends in with everything else in the moment, then resurfaces for an emotional wallop.

Gunn co-wrote the original film’s script with Nicole Perlman, but he’s had solo screenwriting credit since 2017’s Guardians of the Galaxy Vol. 2. In Vol. 3, he calls back not just to earlier moments in that film but across the Guardians’ other adventures, showing how much these lovable misfits have grown.

Let’s highlight a few (spoilers follow), then consider how to plant such seeds in your own work.

Embracing each other

One reason the payoffs in Guardians of the Galaxy Vol. 3 work so well is the audience’s familiarity with these characters. Vol. 3 tells a wrenching story, highlighting the background of Rocket (voiced by Bradley Cooper), a genetically modified raccoon turned technological whiz. Here, we learn how the High Evolutionary (Chukwudi Iwuji, The Split), a sadist with a god complex, experimented on Rocket on his quest to create perfection.

We’ve seen the scars of this since the first film—both physical ones and how Rocket bristles at being touched. Yet the films also use touch to show Rocket’s trust. Toward the end of the 2014 film, Drax (Dave Bautista) comforts a grieving Rocket by stroking his head. Rocket startles at first, unused to such kindness. In Vol. 2, he’s still not the hugging type, growling at the empath Mantis (Pom Klementieff) when she tries to pet him upon meeting him.

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In Vol. 3, however, once Rocket recovers from near-fatal injuries, Peter cries and hugs him tight. Rocket doesn’t stiffen or snap at him but leans into the embrace—and Rocket’s buddy Groot, an anthropomorphic tree voiced by Vin Diesel, wraps his branching arms around both of them. The Guardians often say they’re family, but here, they show it.

Embracing one’s past

One comical bit throughout the earlier films is how Rocket, who clearly resembles an Earth raccoon, insists he’s not such an animal. He’s often so insulted by the association that he yells objections. During one heated exchange in Vol. 2, Peter calls him a “trash panda,” which confuses Rocket briefly before he learns that’s much worse.

Toward the end of Vol. 3, Rocket finds more test subjects of the High Evolutionary: baby raccoons, caged like he once was. As he frees them, he notices a typed sign inside the cage stating their origin, genus, and species. They’re from North America and have the common name of raccoon.

Baby Rocket (voiced by Bradley Cooper) in Marvel Studios’ Guardians of the Galaxy Vol. 3. Photo courtesy of Marvel Studios.

Moments later, Rocket proudly adds this name to his own, reclaiming his identity. As the High Evolutionary rails that he’s an abomination, Rocket stands firm. “The name’s Rocket. Rocket Raccoon,” he says.

Let’s dance

Dancing is a thread throughout the Guardians of the Galaxy films (and also their 2022 Disney+ holiday special). The 2014 film’s opening sequence shows Peter listening to a 1980s Walkman while spinning around to Redbone’s “Come and Get Your Love,” alone except for some alien lizards that he kicks or sings to like a microphone.

In Vol. 2, Drax notices Peter’s feelings for Gamora (Zoe Saldana) and suggests that Peter needs to find someone more like himself: “There are two types of people in this universe: Those who dance, and those who do not.” Peter actually dances with Gamora to Sam Cooke’s “Bring It On Home to Me” while they verbally dance around their attraction.

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At the bittersweet end of Vol. 3, Rocket cues up “Dog Days Are Over” by Florence and the Machine on the music player Peter has given him, blasting it throughout Knowhere, the space settlement inside a giant skull that the Guardians have adopted as their home base. Inspired by the beat, Groot, Rocket, Nebula (Karen Gillan), and even Drax dance with the residents to this “paean to the inevitability of happiness,” a celebration of togetherness that includes Peter, shown back on Earth reconnecting with his grandfather. Although they’ve separated, the Guardians remain close at heart, lucky to have found each other.

Start with the payoff and backtrack

While we doubt that Gunn knew just how the final moments of Vol. 3 would come together while making the 2014 film, he obviously loves these characters—and the emotional climax of each film indicates that he writes with an ending in mind. So, when brainstorming your own setups and payoffs, start with where you’d like your characters to land.

[L-R] Chris Pratt as Peter Quill/Star-Lord, Dave Bautista as Drax, Rocket (voiced by Bradley Cooper), Zoe Saldana as Gamora, Groot (voiced by Vin Diesel), Karen Gillan as Nebula, and Pom Klementieff as Mantis in Marvel Studios’ Guardians of the Galaxy Vol. 3. Photo courtesy of Marvel Studios.

A lot can change during the writing and production process, but knowing the payoff you want to achieve makes it easier to plant the setup. Disguising it is the toughest part. You’ll need to find a balance in the first act where you show just enough to catch the audience’s attention, then distract them for the bulk of the story so that the final reveal feels like a surprise.

Done right, this gives the writer a gift too—the delight of a satisfied audience.


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Valerie Kalfrin is an award-winning crime journalist turned essayist, film critic, screenwriter, script reader, and emerging script consultant. She writes for RogerEbert.com, In Their Own League, The Hollywood Reporter, The Script Lab, The Guardian, Film Racket, Bright Wall/Dark Room, ScreenCraft, and other outlets. A moderator of the Tampa-area writing group Screenwriters of Tomorrow, she’s available for story consultation, writing assignments, sensitivity reads, coverage, and collaboration. Find her at valeriekalfrin.com or on Twitter @valeriekalfrin.