"GUARDIANS OF THE GALAXY VOL. 2" (2017)

GUARDIANS OF THE GALAXY VOL. 2

Written by

James Gunn

Marvel Studios

All rights reserved. Copyright © 2015 Marvel Studios, Inc. No portion of this script may be performed, published, reproduced, sold or distributed by any means, or quoted or published in any medium, including any website, without the prior written consent of Marvel Studios, Inc. Disposal of this script copy does alter any of the restrictions set forth above.

© Marvel

BLACK:

O.S. “BRANDY” by LOOKING GLASS PLAYS.

SUPER: MISSOURI

OVERHEAD SHOT: A ‘79 Cobra winds alongside the Missouri River, past swaying loosestrife, vibrant sugar maples, and oily self-pump gas stations. A hazy sun glints off the hood of the Cobra which, like its descendant the Milano, is orange and teal.

We MOVE DOWN AND IN on a fresh-faced girl of 18 in the passenger seat: MEREDITH QUILL. As “Brandy” blasts from the car stereo, she pushes her fine, feathered hair from her mouth, and sings along, out-of-tune -

The driver, a MYSTERIOUS MAN in his 30’s, dressed in sleek, mod attire, LAUGHS.

Meredith LAUGHS too. She SINGS and dances with abandon in her seat. She’s a lively goofball, and it’s apparent where Peter Quill received much of his personality.

The Cobra pulls beside this Dairy Queen in a desolate area.

The Mysterious Man helps Meredith down the steep hillside into the woods. “Brandy” continues to play on the car stereo in the lot behind them. Meredith GIGGLES.

The Mysterious Man shows her a STRANGE SPROUT nestled amongst the trees.

A few inches tall and decidedly alien in nature, its delicate limbs twist and turn in a complex pattern.

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The Mysterious Man looks proudly at Meredith. With a perpetually excited glint in his eye, and the air of a self- empowerment guru, he is an intoxicating presence.

He nods toward the sky between the branches above.

The Mysterious Man takes her in his arms. He gazes into her eyes. She grows almost teary.

And they KISS, with passion, and love. “DO DO DO DO DO DO DO DO DO DO DO!” sings Looking Glass as SOURCE BECOMES SCORE and we TILT DOWN to the plant. It TWITCHES AND GROWS AND TWISTS.

We PUSH IN ON IT, where we see the plant is made, not only of cellulose and leaves, but of a BRIGHT COSMIC LIGHT. And we KEEPING PUSHING IN, INTO THE PLANT ITSELF, more FLESH-LIKE than you’d imagine, where COLORFUL BACTERIA OVERCOMES US as “BRANDY” DISTORTS AND TRANSFORMS into something epic.

O.S. A CRACK OF INTERDIMENSIONAL THUNDER

SUPER: 34 Years Later

© Marvel

An artificial, golden planet, made of interlocking orbs, revolves around a blue sun.

We PUSH IN on THUNDEROUS INTERDIMENSIONAL CRACKS on one small patch of planet.

SUPER: THE SOVEREIGN

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A DIMENSIONAL CRACK SNAPS in the sky overhead. PETER QUILL looks from it to an old MATTEL ELECTRONICS FOOTBALL GAME converted into a tracker. A RED DOT APPROACHES.

Quill turns toward GAMORA, loading a rifle. DRAX, ROCKET, and BABY GROOT also ready themselves for battle in this grand, open-air power station. Dozens of BATTERIES are couched in conductor towers encircling them. Quill, Gamora, and Rocket wear flying rigs.

A LOUDER, LARGER CRACK: something seems to be fighting its way through the sky.

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Rocket, who is working on a pair of speakers wired to Quill’s Walkman, LAUGHS HARD at this. Drax points at him.

Rocket WINKS at him.

Rocket WINKS some more.

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Rocket hears a small GROWL.

He looks down and sees Baby Groot - newly unpotted, only nine inches tall or so - angrily THROWING ASIDE some foraging Orloni. Then he looks up at Rocket, explaining:

AN EVEN LARGER CRACK!

Rocket swirls as a GIGANTIC BEAST - a hundred-foot-long Lovecraftian monstrosity - BREAKS THROUGH THE INTERDIMENSIONAL RIFT. THE ABILISK is the color of a pinkie mouse with kaleidoscopic and deadly SPLATTER MATTER pulsing from its maw.

Rocket, Quill, and Gamora JET-PACK OUT OF THE WAY, while they BLAST at the creature. Drax HOLLERS, CHARGING it with his twin blades. Quill TURNS ON his mask.

But we FOCUS on baby Groot, who trots up to the stereo speakers and Walkman.

He fiddles with two wires. They SPARK, the stereo POWERS UP, and “MR. BLUE SKY” by ELECTRIC LIGHT ORCHESTRA PLAYS as -

THE CREDITS START

Baby Groot DANCES IN-FOCUS in the foreground as the Guardians get PUMMELED by the beast OUT-OF-FOCUS in the background.

Baby Groot’s dancing is arrhythmic and many of his “dance moves” are nonsensical mixtures of trembling, swaying, and making weird faces.

But it is joyous.

As Groot struts, Quill comes ROLLING behind him. As he stands, he sees Groot dancing and looks at him, worried.

A TENTACLE FLIES IN FROM OFF-SCREEN, KNOCKING Quill OUT-OF- FRAME as Groot dances on, blissfully unaware.

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Groot, smiling, dances onward, as DRAX, in the clutches of a giant tentacle, is SLAMMED NUMEROUS TIMES BESIDE HIM.

Groot arrives at GAMORA, who is blasting at the OFF-SCREEN BEAST.

Groot stops dancing. He WAVES at her.

She AERO-JETS back into the fray.

As Groot DANCES, Drax FALLS directly behind him.

Groot FREEZES.

Drax stares at him a moment, suspicious. Groot stays frozen.

Drax LEAVES, and Groot COMMENCES THE DANCE where he left off.

Groot sees an INSECT FLYING BY.

Suddenly dancing is forgotten and GETTING THIS BUG is all- important. He CHASES it.

He HOPS up and grabs it from the air...

And starts EATING it.

Rocket spots this and FLIES DOWN beside him, worried.He PRIES OPEN GROOT’S MOUTH with his fingers, frantically trying to get it out.

Groot COUGHS IT OUT. The bug FLIES crookedly away, one wing mulched.

Rocket JETS OFF back toward the battle, muttering:

Groot sees something else and becomes furious. We follow his line of sight to a GRAZING ORLONI.

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Groot SCREAMS A WAR CRY and ATTACKS IT. He GROWS HIS BRANCHES AROUND IT, and the terrified Orloni DARTS AWAY, DRAGGING GROOT WITH IT.

Groot’s anger becomes panic as he is DRAGGED AROUND BY THE ORLONI and can’t let go.

The Orloni DARTS around the power station and underneath the RAGING BATTLE, a CRYING Groot bouncing along behind it.

Finally, he LETS GO and goes TUMBLING, ROLLING directly INTO THE CAMERA.

And then stands up and, as if none of it happened at all, starts DANCING AGAIN.

We PAN and see the speakers and Walkman beside him, and we realize Baby Groot has traveled around the entire Power Station and has arrived back where he started -

When Drax is FLUNG by the beast into the stereo system, SMASHING it.

Groot stops dancing. Angry that Drax has ruined his fun, he picks up a piece of the stereo and beats him with it.

CREDITS END.

Drax stands and glares at the ferocious beast as Rocket, Quill, and Gamora BLAST at it without effect.

Drax HOLLERS, CHARGING the creature.

The creature OPENS ITS ENORMOUS MOUTH, SCREECHING, and Drax LEAPS INSIDE IT, instantly swallowed up.

© Marvel

Drax HOLLERS as he SLASHES AWAY inside the goo of the beast’s stomach. To no avail.

Quill reloads his pistol, thinking.

Quill and Rocket JET UP HIGH up over the creature as they BLAST REPEATEDLY at it.

Gamora’s rifle is jammed. She tosses it down. PULLS HER SWORD. SNAPS IT OPEN.

The beast SCREECHES at Quill and Rocket FLYING overhead.The colorful SPLATTER MATTER FLIES FROM ITS MOUTH, BATTERING ROCKET, BURNING his clothes.

But its neck is exposed, where the skin is thinner, and there is a small wound.

Gamora DASHES, LEAPING HIGH into the air, and she PLUNGES her sword directly into the wound.

She holds tight to the hilt as she FALLS, SLICING AN INCISION down the length of the creature’s neck.

The beast WOBBLES, TOPPLES, and DIES. As it COLLAPSES, Drax SPILLS OUT of the wound. He raises his arms in victory.

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Quill SCOFFS. Rocket SNORTS. Gamora stares at him, dead-eyed. Baby Groot throws a rock at him.

The Guardians de-rig by the Anulax batteries.

Rocket pulls out one of the ANULAX BATTERIES, checking it out.

Gamora, Drax, and Quill walk on. Rocket stays back a moment. Quill nods down the walkway, where GOLDEN SOVEREIGN CITIZENS stand at the edge of the station, gawking.

An enormous golden palace in the shape of a globe, dappled by morning sunlight.

© Marvel

HIGH PRIESTESS AYESHA is stunningly beautiful with golden skin. Her CHAMBERMAIDS and other DENIZENS flutter throughout her luxurious lair, all of whom are equally perfect.

Quill sees Gamora staring at him.

Ayesha nods.

Two SOLDIERS emerge with A WOMAN in a hood and cloak, her wrists bound by SHACKLES. They SHOVE HER TO HER KNEES and yank back her hood, REVEALING --

© Marvel

NEBULA. Her clothes are tattered. Her hand is now just a low- tech metal claw.

She glares at Gamora. Gamora glares at her. Quill looks from one to the other, feeling the tension.

Gamora roughly picks Nebula up, starts to go.

Quill starts to go.

Quill turns back towards her, uncomfortable with the question.

Ayesha stares at him as if she’s eaten something foul.

Quill tries not to let this affect him, but it does. Rocket grins a huge, fake grin at Ayesha.

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Rocket turns to Quill and WINKS. The Guardians shift uncomfortably.

Drax YANKS Rocket away.

Gamora and Quill head out of the lair. Drax and Rocket are a few paces behind.

Rocket grins and shows Drax something hidden in his bag - TWO ANULAX BATTERIES.

“LAKE SHORE DRIVE” by ALIOTTA, HAYNES, AND JEREMIAH PLAYS.

Drax LAUGHS. Rocket SHUSHES him so Quill and Gamora don’t hear.

The Milano RISES into the blue sunset over the Sovereign Space Dock filled with golden, capsule-shaped ships.

Rocket works the controls as they rise up. He speaks into the comm:

Groot lies on the rear window peering out the back as they pass overhead.

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On the CASSETTE PLAYER AWESOME MIX VOL. 2 is playing; we PAN away from it, MOVING IN on Quill, looking perturbed as he takes off his jacket.

Gamora is nearby, putting shackles on Nebula.

Gamora nods.

Gamora pushes Nebula to the rear of the craft.

Quill watches her go, somewhat longingly.

Quill is startled to see Drax directly beside him.

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Quill nods, trying to be polite.

Drax smiles kindly, clutches Quill’s shoulder.

At the rear of the ship, Gamora roughly restrains Nebula. Nebula notices a bowl of fruit.

Nebula stares at her, confused.

© Marvel

WARNING LIGHTS FLASH.

Gamora MOVES UP from the stairs. Rocket and Quill are in the pilot seats. Drax is moving up from the back.

Gamora takes the center seat, sees a REARVIEW SCAN:

Golden, capsule-shaped, Sovereign OMNICRAFT, with a video screen on front and a blaster on each side - getting closer.

© Marvel

Quill and Gamora look at Rocket, astounded. Rocket gawks at Drax, betrayed.

THE SOVEREIGN FIRE UPON THE MILANO.

Quill does his best to evade their blasts.

Drax points at Rocket and LAUGHS at him.

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Drax is aghast. He looks at Rocket.

Rocket glances at Quill, nodding back at Gamora.

MORE SHIP FLY AT THEM from the front.

They twist and turn between the oncoming ships as ROCKET FIRES AT THEM, SCREAMING. They EXPLODE.

On the front of the Sovereign ships is the VIDEO IMAGE OF A PILOT.

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The same SOVEREIGN PILOT sits in a REMOTE POD. On a SCREEN in front of her we see ROCKET FIRING.

The SHIP IS HIT and the SCREEN GOES STATIC.

The Pilot SHOUTS in anger, like a kid who lost at a video game.

High Priestess Ayesha surveys from a walkway above; ROWS OF PODS containing PILOTS, all flying their Omnicraft remotely.

A SOVEREIGN ADMIRAL is beside Ayesha.

The Admiral speaks into his comm.

A FRIGHTENED SOVEREIGN PILOT, on the outskirts of the battle, hears the Admiral in his headset.

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A MEAN SOVEREIGN PILOT, FIRING at the Milano, smirks.

THE MILANO’S WING IS STRUCK. The EMERGENCY SYSTEMS FLASH ON.

Gamora dances her fingers over the UNIVERSAL NEURAL TELEPORTATION NETWORK, clicking through “jump points” until she finds one.

Quill spots, to his side, a HUGE FIELD OF SMALL, GLOWING ASTEROIDS, SWIRLING IN RANDOM PATTERNS, DISAPPEARING OUT OF SPACE and EMERGING AGAIN a few feet or a few yards away.

Quill ZOOMS SIDEWAYS toward the field.

Quill smirks.

Rocket FLIPS the pilot controls between them so that he’s the one piloting the ship. Quill gapes at him.

The Milano DIVES into the QUANTUM ASTEROID FIELD, SWOOPING in and around the SWIRLING ATOMIZED STONES, barely missing them.

The Sovereign ships FOLLOW. They are not pilots on par with Rocket, so most of the ships are immediately PELTED WITH STONES AND DESTROYED.

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One after another the SOVEREIGN PILOTS screens go blank, and they FALL BACK, angry and upset.

PUSH IN on Ayesha, barely containing her fury.

Quill FLIPS the controls back, so he’s piloting again.

Rocket FLIPS the controls back to him.

Quill FLIPS the controls back to him.

Rocket FLIPS the switch back.

Drax LAUGHS cheerfully. Gamora glances at him. He explains:

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Drax eyes baby Groot.

Groot looks ashamed. Quill FLIPS the controls back.

Rocket SWITCHES it back. Quill SWITCHES it back.

They’re nearing the end of the Asteroid Field when both go to switch it at the same time and --

WHAM! A LARGE ASTEROID SMASHES THROUGH the stern of the Milano.

A CHUNK OF THE REAR OF THE CRAFT DISAPPEARS.

Nebula IS SUCKED toward the hole - but, fortunately, her arms are shackled to a post, so she doesn’t fly out.

Her face and body cover with frost.

Everything FLIES AROUND THE SPACECRAFT, RUSHING THROUGH THE HOLE.

Groot GOES FLYING, but Quill CATCHES HIM, and casually TOSSES him back to Drax --

So that he can punch in a code, causing -

© Marvel

A PROTECTIVE ENERGY SHIELD SLIDES UP in front of the hole. Nebula COLLAPSES to the floor. She yells upstairs --

Everyone catches their breath, relieved.

Gamora THROWS SOMETHING HARD at the back of Rocket’s head.

The electronics FLICKER.

The Mean Pilot BLASTS at them from the sole Sovereign Craft, TAKING OUT another part of a wing. The Milano is TREMBLING.

Drax starts climbing down into the living area.

A group of pilots have gathered around the Mean Pilot, rooting him on, like kids at a video arcade.

Nebula sees the bowl of yaro root has spilled in front of her.

© Marvel

She reaches for a piece, but it’s KICKED OUT OF HER WAY.

She looks up to see Drax, grabbing a cable on a spool attached to the wall.

Drax HOOKS the cable to his belt. A folder on the wall reads SPACESUITS FOR EMERGENCYand, below that, in Rocket’s scrawl: OR FOR FUN.

Drax pulls a small disk from the folder. He slaps it between his shoulder blades and a SHIMMERY SHEATH COVERS HIS ENTIRE BODY - a thin force-field spacesuit.

Gamora watches THE MAP leading to the jump point.

Another BLAST from the Sovereign craft HITS them.

The pilots rooting on the Mean Pilot erupt into CHEERS.

Drax grabs a huge rifle.

He punches buttons on the wall. A SECOND PROTECTIVE SHIELD OPENS UP between him and Nebula, and THE FIRST PROTECTIVE SHEATH OPENS, exposing him to space --

The Mean Pilot watches in awe as Drax JUMPS OUT the back of the Milano.

Drax smiles. The cable UNSPOOLS and SNAPS TAUT when it reaches its end.

Drax is DRAGGED HAPHAZARDLY by the Milano like a water sled on a boat.

ON THE MAP, the jump point gets closer.

© Marvel

The Mean Pilot BLASTS WILDLY at Drax, missing him by mere inches.

Drax brings the sight to his eye. Aims at the ship.

And he SHOOTS, BLASTING the Sovereign ship.

The Mean Pilot SCREAMS as his lights go out. The Frightened Pilot shakes his head in disgust.

Zylak is really sad.

As Quill and Rocket leave the asteroid field, it seems for a moment they’re scot-free...

Then DOZENS OF OMNICRAFT pull around them on both sides.

Ayesha smiles.

It looks like the end of the road for the Guardians when -

THERE IS A BLINDING BURST OF LIGHT AND ALL OF THE OMNICRAFT EXPLODE.

Ayesha watches in shock as the screens in the pods go dead.

© Marvel

But the Admiral doesn’t know.

Rocket sees the BRIGHT WHITE LIGHT is emanating from an OVAL- SHAPED SPACECRAFT.

Quill sees the FLICKERING framework of a JUMP POINT.

As they’re about to reach the jump point, Rocket sees a MAN standing casually atop the oval ship, LIGHT BURSTING THROUGH HIS BODY and into the craft - the source of the explosion.

Quill doesn’t see as the Milano DISAPPEARS INTO THE JUMP POINT.

The ship POPS IN HERE, TELEPORTING directly above the earth- like planet. Because the ship is in such bad shape, parts of it TEAR OFF AND SPIRAL AWAY as it enters this new atmosphere.

Gamora sees Drax being dragged in the REARVIEW MONITOR.

Drax WHIPS WILDLY OUT of the back of the ship. The CABLE SPOOL on the wall is coming off -

Quill sees a green forest APPROACHING UNBELIEVABLY FAST.

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He turns toward Gamora, but she’s gone. Instead Baby Groot is sitting alone, happily munching on candies as if he’s watching a movie.

The SPOOL DETACHES and FLIES toward the back, which would leave Drax in the upper reaches of the planet’s atmosphere -

But Gamora has made it downstairs - she GRABS ONTO THE SPOOL with one hand while CLUTCHING onto a secure part of the ship with her other. As it SNAPS TIGHT, it nearly wrenches her apart. She GROANS.

The Milano HITS THE TREES, BARRELING OVER THEM. They PART and FLATTEN and SWAT at the windshield.

Out back, Gamora HOLDS TIGHT despite searing pain, as Drax BOUNCES VIOLENTLY off the trees.

And, eventually, the Milano comes to an ABRUPT STOP.

SUPER: BERHERT

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Drax pushes himself up in the dirt. He CHUCKLES. He glances back at Gamora like the madman he is.

Gamora nods, sure, yeah, okay, whatever, dude.

CRANE DOWN OVER THE SMOKING, BATTERED MILANO TO our heroes, and a still-shackled Nebula.

© Marvel

Quill fumes.

Rocket shows him with his finger and thumb.

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Rocket pauses, unsure, looks at Drax.

Rocket LEAPS, SNAPPING at Quill, when Nebula looks up into the sky.

A HUGE SPACESHIP HOVERS overhead.

The Guardians COCK THEIR WEAPONS as they FALL BACK-TO-BACK in tight formation.

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The SHIP LANDS, CRUSHING ALL OF THE TREES AROUND IT.

A HATCH OPENS, and an adventurous, outer space frontiersman steps forward. He has grown hardened and haggard over the years, but he is definitely the MYSTERIOUS MAN from the beginning of the film. MANTIS, a creepy woman with antennae, emerges behind him.

The Man smiles.

QUIET. A planet of mostly water and white icy patches of land, revolving around two overlapping suns.

SUPER: CONTRAXIA

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SNOW FALLS GENTLY over this sleepy, pastel-colored town of wood and stone buildings.

PUSH IN on the Iron Lotus, a robot brothel and saloon. ASSORTED RAVAGERS, including KRAGLIN, as well as some ROBOTIC COURTESANS, are drunk and GIGGLING, trying to catch snowflakes on their tongues.

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YONDU UDONTA is staring out the window as he puts on his pants. He looks utterly disconnected and alone.

Behind him are three ROBOT COURTESANS. One pushes a button on her neck and she POWERS DOWN.

Yondu looks down at the street where an older Ravager, TULLK, drunkenly dances, waving for him to join.

Yondu exits his suite. Two bodyguards, BRAHL and HALF-NUT, salute and follow him as he descends the stairwell.

At the bottom of the stairs a group of RAVAGERS in BLUE UNIFORMS LAUGH. A gruff, older warrior, STAKAR, and a man seemingly made of diamonds, MARTINEX are among them.

Yondu stops when he sees them. He’s struck. Stakar LAUGHS as he tells a story -

Yondu approaches Stakar with trepidation.

Stakar is surprised to see him.

The blue-coats turn and walk away.

Stakar glances at the PROPRIETOR as he passes her.

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Yondu stands there for a moment, hurt, as they head out the door.

But, little by little, his hurt turns to rage and he FOLLOWS.

Yondu trots quickly toward Stakar and the others.

Stakar swirls toward him, furious.

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Stakar and the others storm away. Martinex stays a moment, staring at Yondu, and then moves on too.

Yondu is left alone, shaken as the WHITE SNOW FALLS GENTLY on his blue face.

NEARBY, a MONSTROUS RAVAGER leans in toward Kraglin, Tullk, GEF THE RAVAGER, OBLO, and RETCH. As he eyes Yondu, he WHISPERS:

Tullk stops when he sees High Priestess Ayesha approaching beside them. The Chambermaids ROLL OUT a LONG BLUE CLOTH so she doesn’t touch unconsecrated ground.

She STOPS at the carpet’s end. Does her best to force a smile.

Yondu looks at her.

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Quill sits around a campfire with Ego, Mantis and the others, eating. Ego indulges heartily.

Drax stares at him.

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He stands, handing his dish to Gamora.

Rocket, self-conscious, feels his nose.

Ego leaves. Quill looks at Gamora.

Ego is WHISTLING “BRANDY” and PEEING into the bushes.

Mantis looks at Drax. She GRINS, or at least her best attempt at grinning. It’s kind of creepy.

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She points at Rocket.

She goes to pet Rocket: startled, he SWIRLS and SNAPS at her.

She pulls back her hand. Drax LAUGHS, heartily.

She GIGGLES.

They both LAUGH together. Nebula shakes her head with disbelief.

Quill and Gamora enter this private spot; the campfire flickers through the trees beyond them.

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Gamora takes Quill’s hands in her own.

Quill nods, grudgingly.

Quill CHUCKLES.

Inside the ship, “THE CHAIN” BY FLEETWOOD MAC PLAYS on the cassette player. Nebula is angry.

Rocket is SOLDERING the ship.

Gamora glances at Rocket as she grabs her outer-space- adventurer version of luggage.

Rocket GRUNTS. Gamora looks at a sad Baby Groot.

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Gamora steps out. Rocket sees Groot, who is ABOUT TO CRY as he watches them go.

Drax and Quill come from the back of the ship.

Quill turns to Rocket as Drax and Gamora head toward the ship. He starts to say something nice - perhaps something conciliatory but --

Quill just shakes his head and SNICKERS.

Quill turns back around with Gamora and Drax and walks away.

Rocket looks at the others leaving as THE SONG BECOMES SCORE: I can still hear you saying you will never break the chain. Rocket watches them move away.

IN SLOW-MOTION, Quill, Drax, and Gamora approach the oval ship. The slit opens. Ego, with Mantis, is waiting inside.

Ego smiles and CLASPS his hand on Quill as he enters.

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Quill sits back against the wall, alone, nervous. He looks across the way at a SLEEP CHAMBER, where Mantis helps Ego lie down on a slab.

She places her hand on his forehead with her hand: her antennae ALIGHT. And he drifts off to sleep.

Quill takes a small, folded piece of paper out of his pocket.

It’s the PHOTO OF DAVID HASSELHOFF.

He looks at it, then looks at Ego. Quill’s eyes fill with cautious hope. And the SONG ENDS.

Ego’s ship rises, blocking out the sun.

The Orb moves through a rainbowish funnel of space and time; technology beyond what even the Guardians know.

Quill and Drax are drinking tea and LAUGHING with Mantis.

Gamora ENTERS, pouring herself some tea.

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Gamora smiles, warmed by the good-natured, by-now-familiar bickering between Quill and Drax.

She looks at Quill.

Quill doesn’t stop her. Mantis, cautiously, touches him.Her hand quivers as his emotions shoot through her and her antennae ALIGHT. She is moved.

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Mantis nods at Gamora.

Gamora is embarrassed. Drax starts LAUGHING UPROARIOUSLY.

Drax SLAPS HIS CHEST.

Mantis touches Drax. She grins brightly.

She starts GIGGLING and before long both she and Drax are LAUGHING HYSTERICALLY.

Drax and Mantis both point at Quill, clutching onto each other and FALLING OVER WITH LAUGHTER. Quill’s humiliated.

Mantis wipes the tears from her eyes, composing herself.She goes to touch Gamora, who grabs her wrist though her clothes.

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Mantis smiles, nods, backs away.

Quill looks at her, struck by this.

Mantis touches him. He grins expectantly.

Drax COLLAPSES, INSTANTLY ASLEEP. Mantis smiles at the others, hoping she has pleased. Quill and Gamora look at Drax, SNORING. They’re surprised.

O.S. ALIEN INSECTS CHIRP

Four moons shine over the forest. The campfire CRACKLES beside the Milano, and “SOUTHERN NIGHTS” BY GLENN CAMPBELL emerges from the cassette player within.

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The Monstrous Ravager and Kraglin lead a group of Ravagers up over a ravine. Dozens of M-Ships quietly lower behind them. Kraglin nods toward the sounds of Glenn Campbell in the distance. They raise their weapons.

OVERHEAD SHOT: dozens and dozens of Ravagers come from different directions, surrounding the Milano.

One Ravager cluster, lead by Half-Nut, CREEPS close enough to the Milano that they see the lights within the vehicle and can hear Rocket inside HUMMING along to the song.

Half-Nut licks his lips in anticipation, closing in for the kill, when he steps on a small pedal. It CLICKS.

A HUNDRED DARTS FLY AT THE GROUP from traps set in trees. They STICK INTO THE RAVAGERS’ BODIES, knocking them instantly unconscious. As one Ravager FALLS, a GUNSHOT is discharged.

Nebula is awakened by the SHOT. She sees a frightened Groot, peering through a hole at the bodies falling.

PULL BACK TO REVEAL, beside him, a futuristic walkie-talkie with ROCKET’S HUMS emerging.

Rocket is crouched on a limb in shadows above the Milano, smiling and HUMMING to “Southern Nights” into his comm.

He spots A LARGER GROUP OF RAVAGERS APPROACHING THE MILANO from the other side, led by Retch.

Rocket LEAPS TOWARD THEM, from one tree limb to another like a squirrel.

The GROUP enters a clearing close to the ship. A TALL RAVAGER looks up and spots Rocket LEAPING OVER THEIR HEADS.

The Ravagers BLAST at Rocket, following him. He HOPS from tree to tree as BULLETS WHIZZ PAST HIM, leading them right where he wants them.

He stops in a tree at the end of the run. He holds a device with two buttons. He presses one of them.

A PERCUSSIVE BOMB at the feet of the Ravagers BURSTS, sending half of them FLYING UP into the air.

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As the confused group on the ground watches, Rocket presses the second button and a second BOMB BURSTS. They FLY UP INTO THE AIR as well.

Rocket SNICKERS, as he continues pushes the buttons and the two groups of Ravagers FLY UP and DOWN until the bombs are depleted of energy.

Retch looks up from the ground, to see the little animal hopping away in the tree limbs overhead.

An EVEN LARGER GROUP OF RAVAGERS walk beneath the branches, MOONLIGHT FLICKERING ON THEIR FACES.

TILT UP TO REVEAL ROCKET’S SILHOUETTE on a gnarled limb. He’s clutching an armful of small discs. He breathes shallowly, waits. As soon as the last Ravager is passing beneath him, he LEAPS onto his back.

Rocket JUMPS FORWARD FROM ONE MAN TO THE NEXT, SLAPPING A STICKY-DISC to each of their heads - SLAP! SLAP! SLAP! SLAP!

And then he LEAPS from the Ravager at the front of the line BACK UP INTO THE TREES.

The men are confused. They bring their fingers to the sticky discs on their bodies.

Rocket smiles in the tree as he flicks a trigger. The STICKY- DISCS SEND ELECTRICITY COURSING THROUGH ALL OF THE MEN’S BODIES.

They CONVULSE for a moment, then COLLAPSE.

Rocket LEAPS to the ground in a crouch. He sees Brahl approaching in front of him, and then another RAVAGER approaching from behind. They train their weapons on him.

Rocket LEAPS up onto Brahl’s face.

He PUNCHES HIM IN THE THORAX so hard he can’t breathe.

The other Ravager SHOOTS at him, but Rocket BACKFLIPS over the SHOT so Brahl is STRUCK instead.

© Marvel

Rocket LANDS on the back of the shooter’s neck and RAPID-FIRE PUNCHES HIM in the head, until the man CRUMPLES to the ground, unconscious.

As Rocket lands, he HEARS WHISTLING and he looks up to see --

YONDU’S ARROW FLYING THROUGH THE TREES, DIRECTLY TOWARD HIM.

Another high-pitched WHISTLE and the arrow STOPS ABRUPTLY, FLOATING with the tip almost grazing Rocket’s forehead.

Yondu waltzes out of the trees with Tullk, Kraglin, the Monstrous Ravager, and many more.

Rocket reluctantly raises his hands in surrender.

Nebula looks out the window to see even more Ravagers surrounding Rocket. She looks at baby Groot.

Groot looks as if he’s about to cry.

Groot is unsure.

© Marvel

The Ravagers have entirely encircled Rocket. There’s no chance of escape. Though upset, he mostly holds it in.

Yondu scowls at the Monstrous Ravager.

© Marvel

Everyone looks at Kraglin.

The Monstrous Ravager points his weapon at Yondu.

Others follow his lead.

A handful of others, including Tullk and the Innocent Ravager, raise their weapons in their Captain’s defense, so that the whole circle are aiming at one another. Kraglin is confused.

Rocket is in the center of the potential crossfire.

Yondu glares at the Monstrous Ravager. His FIN LIGHTS UP and he starts to WHISTLE when -

A GUNSHOT RINGS OUT; THE FIN IS BLOWN OFF THE TOP OF YONDU’S HEAD. The arrow CLATTERS to the ground.

© Marvel

Rocket watches as Yondu, confused, TOTTERS there for a moment, and then COLLAPSES --

REVEALING NEBULA behind him, clutching a smoking pistol. Rocket looks at her, dead-eyed: really?

She SHOOTS HIM WITH A BLAST OF ELECTRICITY, knocking him unconscious.

The Ravagers gape at Nebula.

She takes a bite from a piece of yaro root she stole from the Milano. As she chews, she becomes disgusted.

She spits it out.

Ego’s ship ARRIVES at a bold red planet, twisting in front of an enormous yellow sun, so close it seems like the sun is about to devour it. “MY SWEET LORD” BY GEORGE HARRISON PLAYS.

SUPER: EGO’S PLANET

G52 22C848T12F+E16UC22

Mantis sets her hand on Ego’s forehead, waking him.

Ego’s ship lands in a spaceport. It organically JOINS the spot where it lands - strands of material actually linking up with the landing pad itself.

From the front of the craft, a FLOATING TRAM emerges, with Ego, Mantis, Quill, Gamora, and Drax.

As the TRAM GLIDES toward its destination, the Guardians are overwhelmed by transcendentally splendid surroundings. The plant life is colorful and alien. Tall, twisting obelisks seem to have no function other than beauty itself.

© Marvel

Even Gamora smiles at the wonder of it all.

Multicolored mercurial clumps FLOAT BY.

Drax pokes one, and it BURSTS INTO A DOZEN VIBRANT HUES.

Ahead of them looms an astounding palace atop a mountain.

The tram STOPS.

They step off it and toward the palace, Ego stops beside a large FOUNTAIN.

Ego motions; the WATERS OF THE FOUNTAIN FALL AWAY, REVEALING a GIANT STATUE OF STAR-LORD: Quill stands heroically, with foolish-looking Guardians kneeling around him worshipfully.

© Marvel

Drax is sitting on Quill’s shoulder, with a raccoon tail.

Gamora shakes her head in disbelief. They step past the statue and onto the steps approaching the palace.

The Guardians STOP behind him, astounded.

He LAUGHS and walks up the stairs.

Ego SAUNTERS with Quill, Gamora, Drax, and Mantis, through the enormous open doors, toward huge DIORAMAS lining either side of the palace, like cosmic Stations of the Cross.

The DIORAMAS around them begin to ANIMATE:In the first, a FLICKERING BRAIN COMPOSED OF POLYCHROMATIC LIGHT FLOATS in space.

The flickering brain pulls cosmic dust and rocks into itself, ingesting them, GROWING.

© Marvel

A hard metal shell forms around the brain, with channels running through for his energy to flow like rivers.

Ego continues developing outward from the shell, growing the planet, then its beautiful landscapes and structures.

In the core shell - the Self Chamber - the flickering brain floats, alone, perhaps sad.

The brain grows a SKELETAL FRAMEWORK OF LIGHT up from the self chamber and to the surface of the planet. He pulls molecules around this shape to create his “human” self.

© Marvel

In another DIORAMA, Ego explores various uninhabited and barren planets.

Ego stares down at a CUTE ALIEN CHILD.

Ego reminisces: wistful? Sad? It’s hard to tell.

© Marvel

Ego turns toward the last set of DIORAMAS. They show Meredith and Ego kissing and Ego with his hand on Meredith’s pregnant belly.

In the final DIORAMA we PUSH IN on the belly and see, inside the womb, VERY young Peter Quill, a fetus, himself encased in light.

Quill looks up in amazement - this story is the story of himself. And Ego gazes at Quill with adoration.

Ego puts his hand on Quill. Quill wants to believe, but he can’t quite let it go.

The Ravagers’ massive ship FLOATS in space.

SUPER: RAVAGER TERRITORY

HE2 6SM6R16617+6241023

Ravagers LAUGH as they DRAG Tullk across the floor while he STRUGGLES to get free.

They shove Tullk into a cylindrical room as a glass door CLOSES on him.

© Marvel

He continues SCREAMING and SLAMMING ON THE GLASS, but we can barely hear him.

Half-Nut smiles and presses a button. The outside of the compartment OPENS so that Tullk is SUCKED INTO SPACE.

Tullk FLOATS AWAY, opening his mouth to scream, but he can’t. His FACE AND BODY SWELL QUICKLY and he EXPIRES there.

As we CURL AROUND his lifeless body, we REVEAL the countless other CORPSES of Ravagers loyal to Yondu, leading like bread crumbs toward nothing at all.

Yondu watches this, helplessly. He’s in a chair, his hands tied behind him. He’s a wreck, his headpiece destroyed, wires hanging from a gap in his head where the fin used to be.He sees the mutineers grab the innocent Oblo, DRAGGING HIM to the same fate as Tullk.

Yondu drops his head in shame.

He PUNCHES Yondu.

He PUNCHES him again.

The Monstrous Ravager turns towards the Ravagers, who listen, rapt and vengeful. Nebula leans calmly against a wall, watching. Kraglin watches too, seemingly concerned.

The Ravagers SHOUT IN APPROVAL. Taserface throws his arms up in glory - when he hears SNICKERING. He stops.

© Marvel

He and the other Ravagers turn and see Rocket, also in a chair with his arms secured behind him, GIGGLING.

Taserface thinks. Time for a new answer:

Taserface screams at him, SPIT FLYING EVERYWHERE.

Taserface goes back to Yondu, bringing out his blade.

Again they hear SNICKERING. Rocket is burying his mouth in his chest, TRYING TO STOP FROM CRACKING UP.

© Marvel

Nebula smirks. The Ravagers are TRYING NOT TO LAUGH. Rocket can’t stop LAUGHING.

The Ravagers all BUST OUT LAUGHING.

Taserface SHOVES HIM BACK, ready to plunge the knife in him. Rocket’s smile disappears. He stares at Taserface with dead eyes.

Taserface goes to stab him, when -

Taserface turns toward her, irritated.

Taserface glares at her. It’s obvious he’s considering attacking her.

Taserface decides not to risk it.

© Marvel

Nebula is TRYING OUT A BRAND NEW HAND as Kraglin leads her through this hall.

Kraglin comes to an open doorway beside a huge DOCKING BAY, and an M-SHIP decked out with lots of weapons.

Nebula stops at the doorway.

© Marvel

Kraglin stares at her, weirded-out.

Nebula gives him a look of pure death.

Quill looks up at a GIANT SCULPTURE of his mother. He is upset. Ego is behind him, watching him, sadly.

Quill turns to look at his father, somewhat accusatory.

Ego looks sad, ashamed.

Ego has tears in his eyes.

© Marvel

Ego stops, seeming to hear his son. He touches him.

Quill looks at him, vulnerable.

Ego takes Quill’s hands in his own, gently, putting them in the correct position.

Quill holds his hands apart. Ego steps back, holding his hands in the same way.

Quill concentrates. He holds his hand out. A white light emanates from it.

© Marvel

The light disappears as quickly as it came.

Quill concentrates and the LIGHT, once again, bursts up from the palms of his hands.

Ego shows him, pulling in the molecules around him, so that the light itself forms into the shape of a ball.

Quill tries to pull molecules into the ball. And, little by little, they come, and the ball glows brighter.

Quill laughs. Ego is JOYOUS. He almost looks as if he’s going to break down in tears.

Ego cups his hands.

Quill, smiling, THROWS him the ball. Ego LAUGHS. He inspects the cosmic ball of light, and he throws it back to Quill.

Quill LAUGHS, catching it, and throws it back. Ego moves back further.

And Ego and Quill continue tossing the ball back and forth there, LAUGHING, a friendly father and son game of catch in the middle of a palace courtyard.

© Marvel

Drax and Mantis sit here, soaking in the sun and gazing at the lush, flowing hills, like something an alien Maxfield Parrish would paint.

Mantis seems sad about this. Drax notice this, feels bad.

Drax nods and stares out at spattered patches of water.

© Marvel

Drax stares out at them without expression.

Slowly, Mantis TOUCHES his shoulder.

And, as she does, TEARS INSTANTLY FLOW DOWN HER CHEEKS. She stares with Drax at the hills. They feel the sadness together: she cries while he’s stoic.

She looks at Drax. There is something she wants to say, but she is torn.

Drax and Mantis turn to see her behind them. She smiles.

Drax, confused, points at Mantis, as if her ugliness proves itself.

© Marvel

Mantis nods, yes.

Gamora, Drax, and Mantis walk across the sunset.

Gamora curls around Mantis, cutting her off.

Mantis looks around, worried.

Gamora and Drax share a look: why is she so scared? Mantis moves on.

Rocket HITS THE GROUND, hard. Yondu LANDS equally hard on the ground beside him.

They look up to see Taserface, Gef the Ravager and an OBTUSE RAVAGER locking the cell door.

© Marvel

Rocket crawls toward them as they walk away.

Taserface glances back, perturbed, as he disappears around the corner.

Taserface, Gef, and Obtuse come around the hall.

Yondu and Rocket settle. Yondu looks like a beaten man.

© Marvel

Yondu looks concerned. Rocket stares at him, picking this up.

Yondu SNICKERS.

Yondu’s smile disappears.

Rocket nods, GRUMBLES.

© Marvel

Baby Groot is wearing a tiny Ravager uniform. He reacts to clothes like a cat, struggling to take them off but unable. Ravagers are gathered around him, drunk and LAUGHING. They are CHANTING “MASCOT.”

Retch POURS ALCOHOL on him. The Ravagers LAUGH MORE as others POUR DRINKS on him as well. Groot SCREAMS at them, furious but helpless.

Groot, in shadows, MOPES down the hallway, looking traumatized. His clothes are torn and he’s soaked in alcohol.

As he passes the cell, he hears -

Groot sees Yondu and Rocket looking at him in the cell. He steps toward them.

Groot NODS. Rocket looks unsure. Yondu speaks slowly.

Groot NODS.

© Marvel

Groot NODS.

Groot NODS EMPHATICALLY and DARTS OFF to get it. Yondu looks at Rocket, pleased.

Rocket looks more than a bit uncertain.

Baby Groot CREEPS into this dark room. DRUNKEN RAVAGERS are sprawled everywhere.

He spots a bureau. A drawer is half open.

His face lights up.

MOMENTS LATER

Baby Groot stands outside of the cell, beaming, holding A PAIR OF SHORTS.

MOMENTS LATER

Groot is back in front of the cell, holding a wriggling ORLONI in his hands.

Rocket starts to speak -

© Marvel

MOMENTS LATER

Groot looks hopeful, holding out a CYBERNETIC EYE.

Groot starts to SLINK OFF -

Rocket CAN HARDLY SPEAK he finds it so funny.

MOMENTS LATER

Groot is DRAGGING a LARGE PIECE OF FURNITURE to the cell.

Rocket shows him how small it is with his hands.

Groot makes a face like “Oh!” as if NOW he gets it. It’s all coming together.

MOMENTS LATER

Groot is holding a SEVERED TOE.

Yondu SUBTLY SHAKES HIS HEAD.

Yondu RIPS the Ravager patch off his jacket.

© Marvel

Groot takes it. He looks at Yondu and NODS.

And then, slowly, HE PLACES IT ON TOP OF HIS HEAD.

Groot takes it off his head.

Groot nods.

© Marvel

Taserface is SNORING and SLOBBERING in his bed. We see the Ravager Patch tossed up onto the bed beside him. Then Groot’s vines GROW up the bed, and he pulls himself up beside the sleeping giant.

Groot clasps the Ravager patch in his hand and looks fearfully around.

He spots the Ravager symbol on a night stand drawer.

He stares at the symbol in his hand, then at the drawer, then at the symbol, and then at the drawer again, and then one more time for good measure -- he wants to be very, very sure they’re the same.

He creeps carefully towards the drawer, GROWING his vines out to grab the handle and PULL IT slowly open...

He peers inside.

Beside some writing instruments and a tin of candies, there lies a RED FIN, taller and more shark-like than Yondu’s current model. Groot smiles hugely, picking up -

THE TIN OF CANDIES! He’s found it!

Groot SWIRLS to see KRAGLIN, BACKLIT IN THE DOORWAY, LOOMING OVER HIM, intimidating as hell. And CUT TO --

The RED FIN PLOPS DOWN at Yondu’s feet.

Yondu and Rocket look up to see Kraglin, holding Groot. He stares at the ground -

© Marvel

Kraglin SALUTES.

Kraglin stares at him.

Brahl is shaving, when, suddenly, JAY AND THE AMERICAN’S “COME A LITTLE BIT CLOSER” STARTS PLAYING over the intercom.

He looks up, confused.

TWO RAVAGERS outside the cell hear the MUSIC. They turn, unlocking the cell door.

As they enter, THE CAMERA OVERTAKES them, arriving before they do at --

Yondu, sitting calmly; Rocket is finishing ATTACHING THE BIG- ASS FIN TO HIS HEAD. Its electrical systems POP on.

PUSH IN ON the two surprised Ravagers trying to UNHOLSTER THEIR PISTOLS in time.

Too late.

Yondu WHISTLES.

The ARROW FLIES OFF a shelf of supplies and SHOOTS TOWARD A WALL.

The ARROW PUNCHES THROUGH THE WALL behind the Ravagers. They swirl to see it --

IT SHOOTS THROUGH ONE RAVAGER

And THEN THE OTHER --

© Marvel

And then to Yondu; he CATCHES it, and STANDS.

He SAUNTERS past the two Ravagers as they WOBBLE and FALL. Rocket and Groot follow.

On the way out the door, Rocket looks down and sees TWO PISTOLS beside the dead Ravagers.

He smiles.

Taserface is awoken by JAY AND THE AMERICANS on the PA.He glances over to see the open drawer beside him, sans gargantuan fin.

He SCRAMBLES for the comm, yelling into it --

The hoard of Ravagers hear Taserface’s voice.

SERIES OF SHOTS - INT. ALL OVER THE SHIP - OUTER SPACE

ALL OF THE RAVAGERS all over the ship, in a panic, LOAD THEIR WEAPONS and HEAD TOWARD THE CELL.

Yondu and Rocket and Groot COME AROUND THIS CORNER IN SLOW- MOTION, the three biggest badasses in the history of cinema.

A HOARD OF RAVAGERS, led by Brahl, FILE IN at the end of the hallway.

But Yondu WHISTLES and the ARROW TWISTS QUICKLY BACK AND FORTH, SLICING THROUGH EACH OF THEM.

Yondu SLAMS through a door into -

© Marvel

Our heroes step onto a catwalk in this, the biggest space in the Eclector. There are catwalks throughout and dozens of docked M-ships. The SCURRILOUS RAVAGER sees them from above --

IN AN EXTREME WIDE ANGLE, we see the ARROW FLYING UP AND DOWN, BACKWARDS AND FORWARDS, CUTTING THROUGH ALL SORTS OF RAVAGERS, closer and further from CAMERA.

We TRAVEL BEHIND YONDU AND ROCKET as BODIES FALL AROUND THEM IN SLOW-MOTION LIKE FIREWORKS.

Groot looks up and sees RETCH looking down at him.

RETCH FLEES in terror as Groot GROWS branches to pull himself up behind him.

Groot HOWLS FURIOUSLY, TAKING CHASE.

Retch YOWLS like a child as he frantically runs.

But Groot GROWS HIS BRANCHES around RETCH’s legs, TRIPPING HIM.

BAM! He FALLS, face first to the floor.

And, with a WAR CRY, Baby Groot FLINGS the sadistic Ravager off the edge towards the abyss below.

As RETCH FALLS past Yondu and Rocket, Baby Groot DROPS back down onto Rocket’s shoulder, and they push their way through the doorway -

Yondu, Rocket, and Groot move into this area, where they look up at DOZENS OF SECURITY MONITORS encircling them showing Ravagers filing toward them from every part of the ship.

Yondu WHISTLES as he watches the MONITORS -

ON A MONITOR, the arrow FLIES out the wall. He whistles so that it strikes TWO RAVAGERS running towards them.

It ZIPS out of that room and

© Marvel

A HOARD of Ravagers come running down a hall. The ARROW ZIPS overhead, smashing out all the lights so that the hall is completely dark, except for the DIM RED LIGHT OF THE ARROW.

And we can just make out the RED LIGHT smashing through the body of every Ravager there and then on into --

A YELLING CROWD OF RAVAGERS come, hungry for war, when the arrow SHOOTS THROUGH THE CHAINS holding a giant spaceship in place over their heads.

It FALLS, instantly CRUSHING them all, and then zips on --

Gef the Ravager is drunkenly drinking a mug of beer, when the arrow zips past him and through the mug, SHATTERING it.

As Gef looks at the shattered mug, confused, the arrow comes flying back, ripping through Gef himself, FLINGING him off the bar stool.

Rocket also uses the MONITORS to pinpoint where their attackers are. He methodically SHOOTS THROUGH the walls, striking the Ravagers as they get closer.

WIDE OVERHEAD SHOT, the CAMERA REVOLVES as hoards of Ravagers GET CLOSE to Yondu and Rocket but the arrow and gunshots ZIP THROUGH THE WALLS taking them all down, one by one, like Busby Berkely gone mad.

Then Yondu stops, seeing something on one of the MONITORS.

Taserface, clutching a big ass gun, is marching down the hall towards them.

Yondu WHISTLES, loudly and angrily.

INTERCUT - INT. ENGINE ROOM/SECURITY DOCK - OUTER SPACE

Taserface sees THE ARROW COMING AROUND A CORNER TOWARDS HIM.

Yondu WHISTLES again.

The ARROW BURSTS INTO FLAMES.

Taserface DODGES it.

© Marvel

He turns to watch it go, CACKLING pridefully over his agility.

But his smile quickly dissipates.

The arrow PLUNGES into a giant tank - which EXPLODES, ENGULFING HIM.

A huge portion of the giant spacecraft EXPLODES, leading to a domino effect of one part of the ship BURSTING after another.

ROCKET is dumbfounded as he sees on the MONITORS the numerous EXPLOSIONS throughout the ship.

A DOOR SWINGS OPEN and TASERFACE FALLS ONTO THE FLOOR, ENGULFED IN FLAMES, but furious.

He angrily SLAPS off the flames as he reaches for a COMMUNICATIONS MODULE.

Yondu catches the arrow and walks out.

Kraglin ENTERS, pulling latches and flipping switches and twisting dials on elementary flight controls.

With pained effort, Taserface PULLS UP A VIDEO SCREEN with a SOVEREIGN CHAMBERMAID.

© Marvel

Yondu enters with Rocket and Groot.

The CHAMBERMAID laughs uncontrollably at his name.

Taserface looks really sad as he EXPLODES.

As Rocket and Groot, frightened, feel the SHIP EXPLODING around them, Kraglin pulls up one final latch -

THE ENTIRE REAR UPPER QUADRANT OF THE ECLECTOR DETACHES FROM THE REST OF THE SHIP, while the remains CONTINUE EXPLODING.

Rocket and Groot are amazed as the SHIP thrusts forward, away from the explosions.

Kraglin keys into a JUMP POINT ahead. Nearby, Rocket pulls up the Navigation panel.

Rocket SETS THE DESTINATION:

The Quadrant TREMBLES as they hit THE JUMP POINT. It BLOOPS out of present space, making the JUMP to -

© Marvel

The Quadrant POPS into a blue sky above a DESERT with two fighting KRONANS.

Inside the ship, Rocket, Yondu, Kraglin, and baby Groot hold on for dear life as the ship VIOLENTLY SHAKES and THE LOCATIONS OUTSIDE OF THE WINDOW RAPIDLY SHIFT.

Their bodies DISTEND SLIGHTLY. Yondu is furious.

Rocket looks bummed.

The Quadrant pops out of a jump point into this Pepto Bismol pink land, SMASHING THROUGH an AMOEBA-LIKE BLOB, and then through the next jump point.

Kraglin, Yondu, Rocket, and Baby Groot all SCREAM, their entire faces and bodies distorting as if in some evil funhouse mirror.

The yellow sun CURVES SLOWLY WEST TO EAST over this magnificent landscape.

“BRING IT ON HOME TO ME” BY SAM COOKE PLAYS.

TILT DOWN to Quill, on this veranda, gazing out at the beauty. The Walkman is connected to small, jerry-rigged speakers nearby, PLAYING SAM COOKE.

© Marvel

Gamora isn’t paying attention. She’s fooling with a communications device, which has no reception.

Quill comes up behind her, messing with her.

Gamora lets out an exasperated SIGH, but, reluctantly, starts DANCING with him. She is incredibly light on her feet.

Quill smiles and Gamora, despite herself, does as well.He TWIRLS HER AND BRINGS HER BACK IN. This is definitely not the first time they’ve done this.

They look at each other.

© Marvel

Gamora PULLS AWAY.

Gamora moves into --

Quill follows her. He stops, staring at her, hurt and frustrated.

© Marvel

Gamora adds some pieces to her transmitter.

© Marvel

Quill watches her leave.

Gamora sits, alone in the fields, pouting, fuming. She stops, staring angrily inward.

Two plants, nearby, flitter against one another in the wind, making a CLICKING sound. She side-eyes them. They don’t stop.

She slices them off with her sword.

Gamora hears something. She turns to see, in the distance, an M-ship flying toward the planet.

She watches as it gets closer and closer, and realizes it is FLYING DIRECTLY AT HER.

Gamora RUNS.

Nebula HOLLERS as she BLASTS HER GUNS, DIVING towards Gamora.

Gamora FLEES from Nebula’s ship like Cary Grant from the crop duster in North by Northwestas HUGE CHUNKS OF LAND EXPLODE on either side of her.

Gamora leaps into a DITCH, LANDING HARD, as the M-Ship SWOOPS just a couple feet above her.

Gamora sees the M-Ship banking and FLYING BACK at her again.

She stands and runs along the hillside as GUN BLASTS burst behind her. But Gamora sees a CAVERN, leading down into the earth.

© Marvel

She DARTS into it.

As Gamora RUNS down the cavern, she glances back over her shoulder where Nebula, insane with rage, continues FLYING towards her --

The M-SHIP ENTERS THE CAVERN, which is too small for it, CLIPPING ITS WINGS - but it keeps flying. It again BLASTS at Gamora as she FLEES -

The BLASTS cause the ground to COLLAPSE around Gamora, and she FALLS, SMASHING DOWN THROUGH ONE LEVEL, to another level below, SLAMMING HARD on the ground.

The underside of the M-ship gets SCRAPED APART as it flies above her, and pieces of it come RAINING DOWN around her.

Nebula ZOOMS towards a huge cavern wall. She tries to turn her ship in time, to no avail.

She SIDESWIPES it, falling down, CRASHING on the ground, where she is now on the same level as Gamora.

Gamora sees something beside her: it’s one of the ENORMOUS BLASTERS from the M-ship, attached to an AMMO RIG.

Nebula sees Gamora, through the canopy, picking up the blaster, and clutching it. It is comically enormous.

Nebula struggles to get free and out of the way, but her legs have been pinned in the crash -

Gamora CLAMPS two metal switches together, MACHINE-FIRING THE GUN, as she walks forward.

The front of the M-ship is peppered with blasts and then EXPLODES.

The explosion causes the thin ground around it to COLLAPSE, and the entire ship FALLS BACKWARDS to an even LOWER LEVEL - BURSTING some more as it hits the ground.

Gamora gazes down at the ship.

Nebula is a mess. Her legs are broken, trapped in the ship. There is a FIRE at her feet.

© Marvel

She struggles, trying to get out, but her machine parts are SPARKING and she can hardly breathe. It seems as she’s going to die, when --

Part of the ship is TORN AWAY. She sees Gamora.

Gamora GRABS HER, unceremoniously PULLING HER FREE, just as the M-ship EXPLODES, PITCHING THEM BOTH to the ground.

They lie next to each other. Nebula COUGHS as her legs are healing, CRACKING back into place.

She looks over and eyes Gamora.

And then she HOLLERS and attacks her.

They FIGHT.

Nebula snatches Gamora’s blade from her, and TUMBLES on top of her as she gains the upper hand. She holds the blade above Gamora, ready to plummet it into her.

She wants to - she really does - but now that the moment is here...

She SCREAMS in frustration, and falls back.

Gamora eyes her, a little surprised.

© Marvel

GAMORA NEBULA (CONT'D)

Nebula, I really don’t need I don’t need you always this. My day has been bad trying to beat me! enough -

Gamora stops suddenly, struck. Nebula is cracking.

Gamora doesn’t know what to say. Nebula is almost instantly embarrassed.

They sit there for a moment, saying nothing.

The Quarters are entombed in stars. The dim sound of “BRANDY” comes from within.

Quill lies in bed, unable to sleep, listening to the song.

Quill turns to see Ego in the doorway.

Quill sits up, nods.

© Marvel

Ego sits beside him.

Ego speaks along with the lyrics as they play.

Quill listens.

© Marvel

Ego smiles.

Ego puts his arm around him, smiles kindly.

They CHUCKLE.

© Marvel

Ego holds up his fingers, letting forth a flame of white cosmic light. Quill holds up his fingers, letting forth a smaller, less intense flame of white cosmic light.

REVEAL MANTIS, IN THE HALL, around the corner, looking at Ego and Quill and the light emanating from their fingers.

Mantis looks like she’s having a panic attack.

CLOSE-UP OF DRAX, sound asleep.

He WAKES to see a panicked Mantis sitting on the bed beside him.

Drax starts to GAG.

© Marvel

Gamora and Nebula still sit here, quietly and awkwardly. Gamora glances down a twisting tunnel, where phosphorescent lights shine brightly.

She moves towards it. Nebula, hesitantly, follows.

Ego and Quill enter the palace.

Ego is standing underneaththe diorama of him facing the little alien girl.

© Marvel

Gamora and Nebula move further down the cavern, stepping into light, getting closer.

Ego looks at his son, moved by the memories.

Quill is taken aback. But Ego sets his finger lightly on his forehead, and the white light bursts through his son’s body.

We see THE COSMOS IN QUILL’S EYES. He looks ecstatic, far beyond where he stands, and seems to finally understand.

Gamora and Nebula stop, in horror.

They are staring at piles and piles of skeletons of various species, thousands of them, seeming to go on forever.

We see traces of the UNIVERSAL NEURAL TELEPORTATION NETWORK, the Quadrant a blinking light POPPING IN and OUT on a trail across the cosmos -

And then ZOOM BACK FURTHER TO THE UNIVERSE, the same blinking light making its way while ROCKET, YONDU, and KRAGLIN SCREAM.

© Marvel

WATCHERS swirl to the Quadrant SWISH past them and JUMPS OUT.

They turn back to STAN LEE, in a spacesuit with a fishbowl helmet.

THE QUADRANT POPS INTO SPACE, EGO’S PLANET nearby.

Yondu, Kraglin, Rocket and Groot FALL OUT OF THEIR SEATS, RETCHING, clutching their stomachs.

Yondu LAUGHS bitterly as he pulls himself up to the controls. Rocket yanks himself up beside him.

© Marvel

They stare at each other there, a mirror.

Gamora, furious, BURSTS into the room. She sees Mantis standing with Drax.

She RUNS to her, GRABBING HER by the neck --

© Marvel

And she SLAMS her against the wall.

Gamora, whose skin is touching Mantis, lets go of her neck, terrified.

The DIORAMAS all around Quill and Ego TRANSFORM into a map of the universe. Quill stares in his cosmic reverie at the PLANETS around him -thousands of them with pieces of EGO’S LIFEFORM - GLOWING COSMIC PLANTS - buried within them.

Quill stares up at a DIORAMA: Ego grabs handfuls of his own body, engulfed in light, and plants the wriggling pieces on various planets.

© Marvel

In the DIORAMAS, the COSMIC PLANTS OVERGROW and COVER each of the planets, like chocolate on a malt ball.

Gamora backs away, recovering.

Gamora is horrified.

On the DIORAMAS we see Ego with hundreds of species of female aliens.

Yondu and Rocket walk here.

© Marvel

Peter smiles, an enchanted idiot, the cosmos in his eyes.

© Marvel

Quill suddenly looks sad.

Ego looks at him, questioningly.

© Marvel

ZOLLY IN ON QUILL as the cosmos disappear from his eyes. Tears stream down his face.

QUILL PULLS OUT HIS PISTOLS AND FIRES; THE BLAST TEARS THROUGH EGO, DISPERSING the MOLECULES forming his body.

Quill SHOOTS at him AGAIN and AGAIN and AGAIN. The flesh disappears from Ego like bites from a cookie, exposing the angry alien skeletal form beneath.

But, as the charge on Peter’s blasters wears out, Ego just looks at him, and, although he’s filled with holes, he’s merely disappointed.

EGO TRANSFORMS into DAVID HASSELHOFF.

And then, once again, BECOMES HIS USUAL FORM.

A SPIKY COSMIC LIGHT-PROPELLED TENDRIL SHOOTS UP from the floor behind Quill, and JUTS into Quill’s body.

Quill is THRUST INTO THE AIR. He opens his mouth to SCREAM and WHITE LIGHT EMITS.

© Marvel

THROUGH THE WINDOW to the PALACE - PAN TO Gamora watching as her TRANSMITTER - the one she was trying to contact Rocket on - BEEPS. She answers.

Gamora follows Drax, Nebula, and a confused Mantis as they move out.

Rocket, Yondu, and Groot are CRAWLING into a huge LASER DRILL.

Kraglin YANKS a lever.

An ugly, bulbous and uneven craft PLOPS from the Quadrant, and heads toward Ego’s surface.

© Marvel

Ego walks calmly up beside the trapped Quill. He snatches the Walkman off of him. He stares at it. Quill can barely speak.

EGO PRESSES PLAY. A distorted version of “Brandy” plays. He stares at it - perhaps he’s feeling wistful sadness, or perhaps nothing at all.

‘Brandy, you’re a fine girl. What a good wife you would be.’

EGO CRUSHES THE WALKMAN IN HIS GRIP as Quill watches helplessly.

The POWER SURGES from Quill through the TENTACLE and throughout the entire PALACE --

As Gamora, Mantis, Drax, and Nebula run toward the Palace it BURSTS WITH COSMIC LIGHT, so brightly they have to protect their eyes.

EGO basks in the power and we TRAVEL down his legs --

We FOLLOW THE ENERGY THROUGH THE SURFACE OF THE PLANET --

THROUGH THE TWISTING VEINS OF LIGHT BENEATH --

And INTO an ENORMOUS, METAL ORB, the SELF CHAMBER, which EXPLODES WITH LIGHT.

Boom.

EARTH - EXT. WOODS BEHIND DAIRY QUEEN - MOMENTS LATER

We PUSH INTO the small plant - now a bit larger - that Ego planted at the very beginning of the film.

It LIGHTS UP and GROWS, INSTANTLY BURSTING UPWARDS -

© Marvel

EARTH - EXT. DQ - MOMENTS LATER

The PLANT BURSTS UP BEHIND the Dairy Queen (now a modern DQ), a huge ORGANIC, BLOB-LIKE MASS OF LIGHT that comes down instantly on the building, CRUSHING it and everyone inside --

AND CONTINUING TO SPILL FORWARD, SPREADING.

EGO SUMMONS all his energy, when, SUDDENLY, a DOOR beside him SMASHES APART.

Drax has kicked through it and Gamora, Nebula and Mantis are with him. Ego turns to see them, then hears a RUMBLING above him.

He turns to look at a window on the palace wall behind him.

AND THE GIANT LASER DRILL COMES SMASHING THROUGH THE PALACE WALL.

Ego looks surprised.

The LASER DRILL lands on Ego, SQUASHING HIM.

The tendril retracts from Quill as he falls and heaves for breath.

EARTH - EXT. STREET - DAY

The cosmic plant, barreling down the street, suddenly STOPS.

Drax, Gamora, Nebula, and Mantis rush into the crumbling palace.

The door on the side of the Laser Drill SLIDES OPEN. Baby Groot is standing there, smiling, and waving.

As Drax crawls in, Groot starts PUNCHING Drax as hard as he can. Probably because he called him dumb, but who’s to say.

Gamora helps up Quill.

© Marvel

Drax, Mantis, Gamora, and Quill step inside the door.

© Marvel

Drax looks out the window.

TENTACLE-LIKE STRANDS BURST UP through the palace flooring all around the drill.

Drax turns to the others.

Quill climbs up the ladder to see -

Nebula looks at Gamora.

Yondu THRUSTS the ship upward for takeoff. But TENTACLES wrap around the ship --

And YANK IT BACK DOWN into the floor, destroying the foundation of the palce.

© Marvel

THE ENTIRE PALACE SLOPES.

Everyone FALLS forward.

Quill starts rewiring the mechanics.

Quill sees THROUGH THE WINDSHIELD where EGO’S CREEPY SKELETAL is GROWING IN FRONT OF THEM.

Quill thrusts the ship FORWARD instead of up.

It CRASHES through Ego and DOWN THE SLOPING FLOOR --

And OUT THROUGH the giant pane of glass at the end.

© Marvel

Everyone holds on in what’s essentially the worst roller coaster drop ever.

They PLUMMET toward a fissure in the earth below. It’s too small for the ship.

Rocket BLASTS the lasers perfectly, CHIPPING AWAY PIECES of rock, forming an opening in the crack.

They SMASH into the opening, barely fitting, leading down into the planet.

Quill flies perfectly, TWISTING through tunnels and around corners.

Rocket mans the lasers, BLASTING PIECES OUT OF PLACE just in time so they can SCRAPE through.

© Marvel

Mantis GIGGLES.

MEANWHILE, Kraglin is mellowly hanging out, eating some soup and listening to “WHAM BAM” BY SILVER as he sees something out in the distance of space. He looks a bit closer.

SOVEREIGN OMNICRAFT ARE POPPING THROUGH JUMP POINTS ABOVE EGO’S PLANET.

AYESHA is remotely piloting one of the ships. She looks determined and angry on the vid-screen.

And, one by one, Sovereign OMNICRAFT POP IN all around her, until there is a large fleet.

Ayesha, in full pilot gear, yells into her comm.

Smaller, more nimble robotic ENVOYS, like big pods with blasters for arms - detach from the front of every Omnicraft.

© Marvel

OVERHEAD SHOT: On the screens in all the pods, the envoys DIVE toward the planet from slightly different directions.

Kraglin, in shock, watches the massive fleet of envoys diving downward. He grabs the comm.

No answer.

Yondu doesn’t hear the CRACKLING SPEAKER beside him as they maneuver down through the fissure. Quill eyes him.

Quill nods.

© Marvel

They look at each other instead of where they’re going, and the CRASH into an overhanging piece of rock.

The entire side door is RIPPED OFF.

As the SCREECH through a smaller space and into --

The Laser Drill DROPS into this enormous open space within the planet.

The Guardians gather on the side of the ship open to the hollow, gazing out at its stunning beauty, lit by Ego’s white glow running throughout it.

Mantis turns, looking through the portholes on the other side.

Mantis points at the Self Chamber, down below them. They twist down towards it.

Rocket nods, FLICKS switches.

All the small lasers on the sides move through grooves to combine into one huge laser in the center of the ship: the MEGA-LASER.

© Marvel

Quill steadies the craft as best he can beside the Self Chamber. But it’s an unwieldy beast, built for power, not precision.

Rocket powers up the mega-laser and holds tight to the SHUDDERING CONTROLS as it DRILLS, BURNING a HOLE into the protective sheathe. It melts and drips down.

Quill holds tight to the steering wheel. Yondu notices the BLINKING LIGHT on the comm. He taps it.

Yondu looks out the window where AYESHA’S SQUADRON is SWOOPING OUT OF the cracks in the ceiling all around them.

Quill PULLS AWAY from the envoys.

But the Sovereign envoys start BLASTING AT THE CRAFT all at once; the LASER LOSES POWER and the VEHICLE TURNS SIDEWAYS -

Drax, Mantis, and Gamora GO TUMBLING from the hole in the side. Nebula and Groot grab onto the floor.

Gamora, Drax, and Mantis FALL from an incredible height. They LAND - ONE, TWO, THREE - WITH APLOMB.

Gamora looks up and sees the Laser Drill CURL behind the Self Chamber as it tries to avoid the envoys’ BLASTERS.

Nebula and Groot settle as the ship rights itself and BLASTS PIERCE the ship around them.

Quill peers down at Rocket, who has jumped out of his seat and is pouring out the contents of his satchel.

© Marvel

Rocket shows Nebula the Anulax batteries.

Quill leaves the controls to Yondu as he CLIMBS down beside Rocket, now messing with wiring on his BOMB.

Rocket stuffs the bomb back in his satchel. Groot climbs on his back.

Rocket and Quill slap on their AERO RIGS.

The run and jump out of the laser drill, FLYING ON THEIR AERO RIGS, avoiding the GUNFIRE.

The ZOOM towards the blast hole on the side of the self chamber.

Rocket and Quill land here, messily, TUMBLING.

© Marvel

Mantis is worried about something else entirely; the entire chasm begins TREMBLING and the walls start to MUTATE.

They look ahead. They see, on the enormous wall in front of them, the LIGHT-FORM of a giant EGO SCREAMING ANGRILY.

His SCREAM becomes a TUNNEL OF ROCKS RUSHING TOWARDS THEM like a train.

Mantis sees a nerve bundle on the ground coming from Ego’s Core. Although afraid, she grabs it.

She SCREAMS with effort and some pain as energy travels through the bundle and into the core, where it darkens.

The LIGHT LEAVES THE ROCK FORMATION and it SLAMS into the ground in front of them, SPLASHING DIRT OVER THEM.

But they are safe, shivering. Drax and Gamora look at each other.

Mantis’s arm is TREMBLING.

© Marvel

Rocket shines a powerful PEN-LIGHT inside the cavity, exposing the interior, spattered with Swiss-cheese-like holes glowing with light.

Quill slowly eyes Groot, who is playing with a leaf on his arm and thinking about something else entirely.

Rocket SIGHS. He puts Groot on his back and MOVES with Groot deeper into the blast hole, mumbling to himself:

Quill turns toward the opening. PUSH UP AND IN ON QUILL.

He jumps out into the fray.

Quill FLIES UP as a ship FLIES in toward him BLASTING, and he’s about to fire back. MAN VS. SPACESHIP. This is most likely the beginning of the biggest, baddest fight scene ever, but instead we CUT TO -

© Marvel

Quiet. Blasts in the deep background. Rocket places a tiny bomb in front of Groot. It is a small, simple device with two switches and two buttons. He explains, very carefully:

Groot thinks.

Rocket nods.

Rocket nods.

© Marvel

Groot thinks. And he points to the one that will kill everyone.

Rocket runs to see, at the end of the hole, a sliver of the outside as Quill peeks in while SHOOTING at envoys.

Quill disappears from the hole. As Rocket waits, he hears, amongst the chaos, faintly -

O.S. GUN BLASTS.

We hear VOICES GRUMBLING.

Rocket and Groot look around, waiting. Rocket is impatient. He coughs. Groot is like a bored kid in a waiting room.He shifts around and plays with the wires on the bomb.

Quill reappears outside the hole, SHOOTING an envoy.

© Marvel

Rocket turns back to Groot, who has already taken the bomb and is heading towards the hole.

He makes a “WHEEEEEE” sound and smiles brightly as he HOPS into the hole and SLIDES down as if on a water slide.

Rocket, heavy-lidded, watches him go.

Yondu and Nebula, in the cockpit, are being overcome as blasts come through the walls.

Nebula MOANS, frustrated. She flips open a section of the dashboard, then a part of her arm.

The remaining Sovereign envoys have ENCIRCLED the battered Laser Drill, BLASTING IT TO BITS.

Quill FLIES into the Laser Drill, SLAMMING into the wall.

Nebula is feeding the wires from the craft into her mechanical arm.

The actual Ayesha, fitted with the pilot gear, looks at the Laser Drill on the screen.

© Marvel

Yondu works some switches: The LASERS slide back into the slots all over the ship.

Yondu flips ALL the switches; ALL THE POWER RUNS PAINFULLY OUT OF NEBULA’S BODY INTO THE VEHICLE --

AND THE LASERS BEAM OUT OF THE SHIP IN ALL DIRECTIONS AT ONCE, like a dangerous disco ball, slicing through almost nearly every single ENVOY.

A BEAM ALMOST HITS Drax, but he LEAPS out of the way.Smoke rises from a hole in the ground between him and Mantis.

With flair, Yondu spins the pilot’s wheel, so that the whole rig REVOLVES.

Ayesha looks on, in horror as the BEAMS SLICE THROUGH the remaining CRAFT - and one is COMING HER WAY.

AYESHA’S ENVOY IS RIPPED APART.

Ayesha SITS BACK. She looks around her at the other pods: all of them are down.

© Marvel

Quill sees FLAMING CHUNKS FLY into the rig...

And FIRE SPILLING toward the ship’s engine, dripping fuel.

Yondu WHISTLES as the FLAMES HIT THE FUEL -

Gamora watches as the ENTIRE LASER DRILL EXPLODES. She is stricken.

She sees a tiny body flying from the ship - it’s Nebula, who LANDS across from her on her feet.

Gamora looks at her, worried. Nebula gives her what might be a little smile, and looks upward. Gamora follows her line of sight.

Quill is FLYING FROM THE EXPLOSION on his aero-rig. Yondu is holding onto a flying arrow: his one arm up straight, his heels touching. Quill looks at him and SNICKERS.

Quill looks at the man who raised him. He smiles.

Yondu looks out at the Guardians as he comes in for a landing.

Quill and Yondu LAND beside Nebula. Gamora sees Quill and MARCHES TOWARD HIM.

© Marvel

The CAMERA CIRCLES GAMORA AND QUILL, FIERY SHIP FRAGMENTS RAINING DOWN AROUND THEM IN SLOW-MOTION, as if this is the greatest heavy metal video of all time.

The other Guardians enter, one by one - Nebula, Drax, Yondu, Rocket FLYING DOWN on his aero-rig, and finally, Mantis, staring forward with concentration until --

A HUGE CHUNK OF SPACESHIP FLIES IN FROM THE SIDE, FLATTENING MANTIS. The others all look down at her in shock.

Mantis, UNCONSCIOUS BENEATH a ship fragment, has lost hold of Ego.

THE ENTIRE HOLLOW AROUND THEM BEGINS TO RUMBLE. THE GROUND AND WALLS THEMSELVES SHIFT and WAVER.

The whole cavity is alive. Drax checks on Mantis.

Groot RUNS and HOPS through the tunnels. He comes to a crossroads.

He sees a COSMIC LIGHT emanating from one tunnel. He dashes off toward it.

Yondu speaks into the comm on his lapel.

Kraglin, NODDING OUT, abruptly wakes.

© Marvel

Our heroes peer up to see the SURFACE OF THE PLANET UNFOLDING ABOVE THEM, so that THE BRIGHT SKY SHINES THROUGH.

Drax nods. He picks up Mantis. Quill grabs the aero-rig off himself and SLAPS it on Drax’s back, which AUTOMATICALLY WRAPS around his upper body.

He FLIES UPWARD.

The ground around them SPLITS INTO ENORMOUS CRACKS. Gamora sees a CRACK IN THE EARTH RUSHING TOWARD her and Quill, and she turns toward him.

And Gamora’s side CRUMBLES AWAY, GAMORA FALLING DOWN with it.

HUGE BURSTS OF EARTH SHOOT UP all around Drax, Yondu, Rocket, and Quill.

The planet has formed GIANT TENTACLES THAT HURTLE towards our heroes.

Gamora is PLUMMETING, seemingly to her death, when she looks over and sees Nebula FALLING just behind her.

Nebula grabs Gamora’s arm and then grabs onto a passing cliff.

They SNAP TO A STOP- OW! - hanging down off the side.

Nebula tosses Gamora up onto a flat surface.

As Nebula climbs up after her, Gamora looks at her, wary but surprised by this beneficence.

© Marvel

Quill BLASTS a tentacle.

Yondu WHISTLES, the ARROW WEAVING THROUGH TENTACLES around them.

Rocket TOSSES a bunch of tiny bombs at some, which they stick to and EXPLODE.

But they are by no means winning this fight.

The giant Quadrant LOWERS toward the surface.

Gamora looks at Nebula.

They look over the edge and see a huge RIFT OF LAND RISING QUICKLY. They look at each other and JUMP -

They GRAB ONTO THE EDGE of the rising rift, CLUTCHING TO IT as it FLIES upward toward the open space above them.

Drax FLIES UP onto the surface; he sees the Quadrant waiting for him there. He DARTS for the ship.

Kraglin opens the LOADING DOOR

But huge swatches of the planet reach up and GRAB onto the Quadrant, YANKING IT DOWN.

Kraglin, freaking out, throws the thrusters into high gear.

The thrusters FLARE as the massive ship STRUGGLES to free itself from Ego’s tendrils.

© Marvel

And it does PULL ITSELF UP for a moment, but the tendrils tighten, SLAMMING it back down.

The whole Quadrant starts to TIP OVER. Kraglin falls down against the side of the ship.

Drax sees the ship FALLING TOWARDS HIM and he RUNS away from it in fear.

But he arrives a the edge of a cliff. He crouches as the ship CONTINUES DOWN toward him, about to SQUASH both he and Mantis --

But Kraglin heroically CRAWLS his way back up to the controls as he dangles from them. He pushes on the thrusters, so that the ship goes back upright.

Drax turns and again RUNS toward the Quadrant.

Gamora and Nebula are still rising on the rift when they SLAM into a wall near the opening in the surface of the planet.

Quill turns and sees Ego, in his terrifying SKELETAL LIGHT FORM, STROLLING DOWN TOWARDS HIM as the land around him PARTS LIKE THE RED SEA.

As Ego walks, THE DIRT AND MOLECULES AROUND EGO FORM ORGANS IN HIS BODY, piecing himself back together.

Quill sees a tentacle SLAM Yondu to the ground and COVER HIS ENTIRE BODY.

He turns to see Rocket HOLLERING as he FIRES at tentacles, but they OVERWHELM him.

The earth WRAPS AROUND Drax’s legs like quicksand, pulling him and Mantis down into it.

Gamora and Nebula scramble, trying to CLIMB BACK UP, when TENDRILS WRAP AROUND THEM, stopping them from going further.

The walls are tightening around Groot. He grows his branches to try to stop them, but they aren’t working.

© Marvel

He begins to CRY, like an actual baby, terrified, on the brink of suffocating.

Ego approaches his son. He is fully formed, and he is more truly “himself.” Alien. Dark eyes and pale skin.

And once again, the LIGHT TENDRILS STAB THROUGH QUILL’S BACK, thrusting him to his knees.

Smaller light tendrils stab into his face and body.

And we see the LIGHT being sucked out of Quill and up into the Self Chamber once more as it BURSTS WITH LIGHT.

EARTH - EXT. STREET - DAY

POLICE OFFICERS and bystanders are in the streets, snapping phone photos, etc, beside the HUGE, STILL SWATCH OF EGO’S LIFEFORM.

The LIFEFORM ALIGHTS WITH ENERGY and MOVES again, SPILLING INCREDIBLY QUICKLY towards them.

People abandon their cars in traffic as it RUNS OVER THEM.

A WOMAN FALLS. People TRAMPLE around her.

But an old man’s hands reach in, helping her up.

REVEAL GRANDPA QUILL, in his 70’s or 80’s now.

He HELPS the woman into an SUV.

© Marvel

He SLAMS on the gas, SCREECHING AWAY from the enormous tidal wave of organic light.

XANDAR - I/E. STARBLASTER/CITY - DAY

EGO’S LIFEFORM smashes down the PARK WALLS and into the street.

Ego approaches his son.

AAKON - EXT. AAKON CITY - NIGHT

AAKONS run from a giant wave behind them.

KREE HOMEWORLD - EXT. STEEP HILLSIDE - DAY

KREE MONKS run from the cosmic flesh as it pours down the hillside behind them.

But it’s too fast, RUSHING OVER THEM.

PRIMITIVE PLANET - EXT. WETLANDS - DAY

THOUSANDS OF ORLONI are darting in fear across this dusty desert, as it WASHES OVER them.

ARAGO-7 - EXT. STONY LANDSCAPE - DAY

THREE HURCTARIANS run, SCREAMING.

© Marvel

EASIK - EXT. FOREST - NIGHT

AN EASIK MOTHER clutches her BABY, covering it with her own body, as the spreading lifeform LOOMS UP behind her.

She closes her eyes and waits for the worst.

Quill looks up at Ego, barely able to focus, as the molecules form skin over the muscle and skeleton and innards beneath.

Yondu struggles beneath the tentacle beside Quill.

Quill hears this as the earth COVERS Yondu’s face.

Quill LOOKS INWARD. And suddenly, everything becomes...

QUIET.

Tears come to Peter Quill’s eyes as he remember those around him and what they mean to him. And we see his MEMORIES.

- YOUNG PETER QUILL AND HIS MOTHER CUDDLED AND LISTENING TO MUSIC ON THE WALKMAN TOGETHER, EACH WITH ONE EAR PIECE.

- QUILL AND DRAX LAUGHING HYSTERICALLY ON THE MILANO.

- GAMORA AND PETER LOOKING INTO EACH OTHER’S EYES AND DANCING ON KNOWHERE.

- QUILL AND ROCKET FLYING THROUGH THE SKY ON AERO-RIGS FOR THE FIRST TIME, SMILING AS THE AIR RUSHES THROUGH THEIR HAIR. BABY GROOT CLUTCHES HAPPILY ONTO QUILL’S BACK.

- YONDU AND YOUNG QUILL IN THE FOREST. YONDU’S ARM IS ON PETER’S ARM AS HE TEACHES HIM HOW TO SHOOT.

Quill looks back up at Ego as we HEAR the gentle chords of FLEETWOOD MAC’S “THE CHAIN” starts echoing throughout the hollow.

He clutches his fist and we see the light growing within it.

© Marvel

Bits of earth begin to ROLL UP AND SCRAMBLE AND SWIRL around Quill’s body, his arms, his legs, as if he’s pulling them towards himself with magnets.

And Ego looks confused, as the GROUND QUAKES AROUND HIM.

Quill glares at his father, his voice distorting with Celestial thunder.

Ahd a SOLID TORNADO OF EARTH PROPELS QUILL FORWARD. Ego tries to protect himself as Quill SLAMS into him, FLYING UPWARDS WITH HIM --

Quill raises his fist, NOW A GIANT CLUB. And he SMASHES Ego.

As Ego loses his concentration --

A pair of arms are protruding from the surface of the planet, still holding Mantis aloft.

The earth falls away, and Drax, who was entirely covered, heaves for breath.

The TENDRILS FALL, freeing Gamora and Nebula as they GASP.

Yondu BREAKS THROUGH THE ROCKS around him, drawing in breath.

The TENTACLES HOLDING ROCKET ALOFT CRUMBLE, and he looks around, confused.

EARTH - EXT. ST. CHARLES, MISSOURI - DAY

The WAVE PUSHES UP against the back of Grandpa Quill’s CAMARO and suddenly STOPS:

the mountainous plant, a hundred stories high, is up against the back of the car.

EASIK - EXT. FOREST - NIGHT

The Easik Mother clutching her baby looks behind her; the wave has stopped.

She clutches her baby to her chest, relieved.

© Marvel

The tunnel around Groot SNAPS BACK to what it was. Once more he can see the light at the tunnel’s end, and one looks like a GIANT BRAIN composed of prismatic light.

He RUNS forward.

Rocket flies up and yells at Groot.

Groot ARRIVES at the end of the tunnel, and stops there.

The center of the core holds a huge cosmic placenta, and, within that, EGO’S TRUE SELF, the COSMIC BRAIN. It ROILS FURIOUSLY, the reflection of its fight with Quill, thrashing around within this womb.

Although afraid, Groot places the bomb on the placenta.

Groot stares at both buttons, scared - he doesn’t know which one to pick.

Groot makes a decision on which button to press. He goes to push the death button.

Then his finger STOPS just millimeters from the button, TREMBLING. He thinks...

And then changes the course of his finger, PUSHING THE CORRECT BUTTON.

THE COUNTDOWN CLOCK COMMENCES.

Baby Groot turns, terrified, and RUNS.

Drax moves with Mantis into the loading bay. He throws her down and climbs up a ladder.

THE CAMERA SWINGS TO GAMORA AND NEBULA, climbing up to the surface in the dirt storm.

© Marvel

Ego RISES on his own MOLECULAR TORNADO and STRIKES BACK at Quill. He YELLS as he SLAMS Quill against the wall, DRAGGING his face along the wall.

He TOSSES Quill into a another wall.

QUILL brings his ARM FILLED WITH LIGHT away from the wall, so that he causes a WAVE OF LIGHT AND ROCK around the interior of the hollow, FLYING TO EGO and knocking him aside.

Yondu protects his face as DIRT SWIRLS in the wake of the Quill/Ego battle.

Rocket, carrying Groot, FLIES BACK DOWN beside him.

Rocket, hesitantly, nods. He grabs some things from his bag. He hands them to Yondu.

Yondu nods. Rocket nods too.

Rocket starts to go, but STOPS and looks at Yondu.

He wants to say something, but he doesn’t know what. Baby Groot does.

© Marvel

Groot waves.

And Rocket FLIES UP toward the surface. Rocket mutters to Groot.

Ego SLAMS Quill back against a wall. Ego pulls the huge rocks away from the wall, FLYING THEM TOWARDS HIM and BATTERING HIM THERE.

Ego and Quill FLY TOWARDS each other.

Ego uses the LIGHT TO BRING ROCKS TO HIS BODY, forming a giant AVATAR OF HIMSELF.

Quill brings YELLOW ROCKS to his body, forming a GIANT PAC- MAN.

Ego’s form flies into Pac-Man’s mouth, so hard there’s a SONIC BOOM.

They fall, TUMBLING, still striking one another on the way down.

They LAND HARD.

The timer counts down. A minute left.

Gamora and Nebula are caring for Mantis as Rocket and Groot ARRIVE.

© Marvel

Rocket doesn’t answer. Or he can’t answer.

Rocket looks down at a timer in his hand. The time is almost there.

Rocket just shakes his head a little.

But Groot points sadly outside.

Gamora hardens. She stands and SNATCHES A RIFLE off the wall. She COCKS IT.

She STARTS OUT the bay door --

When AN ELECTRICAL BLAST HITS HER from behind.

She FALLS OVER, unconscious, REVEALING Rocket with his gun.

Drax looks uncertain as Kraglin presses thrust.

Rocket looks sadly out the bay door as it CLOSES; Drax’s voice echoes on his comm.

DRAX (O.S.)

251 Where’s Quill?! WHERE’S QUILL?! 251

© Marvel

Quill and Ego are exhausted, on their knees and leaning against one another like boxers after too many rounds.

The timer reads 00:26 seconds

Ego reaches for the core..

Quill throws him to the ground. But Ego comes back up, grasping his son’s jacket, pleading with him now.

Ego looks at his son, scared.

The countdown reaches zero. The brain EXPLODES.

The explosion causes the life forces to BURST THROUGH THE ENTIRE PLANET.

Everything around Quill is EXPLODING.

He looks down at his hands, where the glow FADES and DISAPPEARS.

He gazes up at the mammoth walls around him as they BLOW UP and COLLAPSE.

He lowers at head, at peace with the death that’s coming, when, from the side, through the debris --

© Marvel

YONDU IS FLYING TOWARDS HIM ON AN AERO-RIG.

Yondu GRABS him, almost a tackle, really, LIFTING HIM up and FLYING AWAY.

As Yondu and Quill FLY UPWARD, the planet EXPLODES behind them, flames licking their heels, huge stretches of the planet caving in.

Yondu holds a surprised Quill as they SOAR up into the sky,

Quill is touched.

Yondu SLAPS the SPACESUIT disk onto Quill; THE SHIMMERY SHEATHE COVERS HIM.

Yondu breathes out as completely as he can, emptying his lungs. And they EXIT THE PLANET’S ATMOSPHERE, bursting into -

Quill struggles to get free, but Yondu holds him there, trapping him, but it is also an embrace. The ENTIRE PLANET is COLLAPSING BEHIND THEM.

Yondu’s jet pack expires its supply of fuel, and they STOP THERE, in space, FLOATING.

Yondu’s grip weakens. Quill turns to face him.

© Marvel

Yondu grabs his son’s face with both hands, looking and touching him with love.

And Yondu’s FACE EXPANDS and his BODY GOES LIMP as he DIES there. And he starts to DRIFT AWAY. Quill grabs onto his shirt. He is CRYING.

And, suddenly, behind Quill, Rocket and Drax PROPEL themselves toward him in aero-rigs, GRABBING him.

Yondu’s body lies on a plank here: Various colored cloths are laid in strips over his body and face, yaro lilies beneath him, red-fired pyres and Yondu’s toys all around.

Rocket, Groot, Drax, Gamora, Mantis, and Kraglin surround the table. Quill is at the head. He has to say a few words. But it is not easy.

Rocket and Drax exchange a look.

Drax nods.

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Quill starts to break down.

Gamora sees Nebula, watching from a darkened doorway, before she turns and walks away. She moves after her.

Groot looks up at an upset Rocket.

Gamora catches up to Nebula in the hall.

Nebula turns toward her, but she doesn’t look her in the eye.

Nebula nods.

© Marvel

Nebula shrugs: maybe. She turns to leave. But Gamora grabs her, perhaps too roughly. Nebula turns, ready to snap.

And Gamora EMBRACES her. Nebula does not know how to react.

Tears well in Nebula’s eyes and, for just a moment, she embraces her sister back with one hand...

Before pushing her away and leaving.

The Guardians lift Yondu on the plank. A bulbous and rusty crematory is at the center of the room. It doesn’t burn with fire, but a SWIRLING, VIBRANT COSMIC ENERGY.

They SLIDE YONDU IN as they watch with sadness and respect as his body is enveloped by the sparkling colors. Quill closes the door on the crematory.

As Quill moves away, Kraglin approaches.

Quill turns toward him. He’s holding something.

Kraglin puts an MP3 player in his hand.

Quill nods, touched.

© Marvel

Quill holds out Yondu’s arrow. Kraglin’s lip trembles.

Yondu’s SPARKLING ASHES ARE BLOWN OUT IN SPURTS FROM THE CREMATORY INTO SPACE.

Rocket, Drax, and Mantis are here, watching Yondu’s ashes in the vacuum of space, SWIRLING almost magically.

Quill sits down on the bed in Yondu’s quarters. He scrolls through selections on the Zune.

He comes to “FATHER AND SON” by CAT STEVENS.

He PRESSES PLAY.

He listens. As he does, Groot crawls up onto the bed, and then onto his lap.

Quill offers him one of the ear buds.

Groot holds it against his ear, amazed by the clarity of sound. Quill watches him, hearing the beauty of the song more through Groot’s face than the music itself.

And they sit there together, listening to the music, a new father and son.

Nebula FLIES AWAY, sad, perhaps regretful, but forcing her chin up to brace against what’s to come.

Gamora watches, THROUGH A WINDOW, as Nebula leaves.

© Marvel

Rocket sees something by the ashes. His eyes alight.

Groot sees COLORFUL FLASHING LIGHTS out of the window.He pulls on Quill’s shirt to show him.

They go to get a better view.

Drax and Rocket see Yondu’s COSMIC ASHES PULSING AND SWIRLING out in space as, one by one, enormous RAVAGER SHIPS arrive around them.

They each FLASH SPECIFIC LIGHT SEQUENCES - and, with all the ships together - it looks like fireworks.

Quill comes up behind them with Groot, just as Gamora enters. Quill smiles.

Kraglin sees it from here. He SCREAMS with joy, and he slams his fist twice against his chest, a Ravager salute.

STAKAR and Martinex watch him there, moved.

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CHARLIE-27, an enormous man, is wistful as he salutes.

ALETA is here, tears in her eyes, alcohol in her hand, an ALL- FEMALE RAVAGER CREW around her.

And the Guardians all watch, enchanted by the majesty.

Quill shakes his head.

Quill shakes his head.

Quill is surprised - what? And then he looks at Rocket, a little animal who doesn’t know the rules of how to be any more than a young boy whose tribe sold him into slavery.

Baby Groot is on Gamora’s shoulder. He reaches for Drax, who takes him. Baby Groot YAWNS and nuzzles into Drax’s shoulder, falling asleep. Drax lovingly pats his back.

Gamora looks at Drax and Groot, and Rocket, and Mantis, taking it all in, this strange family of hers. She turns to Quill, staring at him with love.

© Marvel

Quill wraps his arm around her and she sinks into him.

Mantis smiles and becomes teary and GASPS, overwhelmed, as she looks out the window.

They turn back to the window and they stand there together, our Guardians of the Galaxy, watching the Ravager funeral and the colorful dust of an old friend dance.

And the shape of the dust seems to form something very close to an ARROW.

Rocket sees this and he cries.

THE END (NOT REALLY)

RUN CREDITS.

“SURRENDER” BY CHEAP TRICK PLAYS.

CREDIT BREAK 1 - INT. ECLECTOR HALLWAY - OUTER SPACE

SURRENDER is PLAYING HERE. Kraglin has had a version of Yondu’s fin implanted in his head. He looks nervously down at the arrow on the floor.

He tries to WHISTLE. It just flips around like a dead fish.

He WHISTLES again, and it FLIES UP, hitting a wall, and falls back down again.

He WHISTLES again, and it ZIPS AWAY. We HEAR A SCREAM.

Kraglin looks around the corner where Drax is sitting, the ARROW IMPALED in his chest, yelling in agony.

Kraglin looks around, hoping no one saw him there, and he tries to slink away.

© Marvel

MORE CREDITS as SURRENDER CHORUS KICKS IN:Mommy’s all right, Daddy’s all right, they just seem a little weird.

END CREDITS - INT. STAKAR’S SHIP - OUTER SPACE

Stakar looks sad, serious.

Over Stakar we see this incredibly motley crew - MARTINEX, CHARLIE-27, ALETA, who is holding MAINFRAME (a robotic head in a cage), and the mouthless, wormlike KRUGARR,

Krugarr makes a hex symbol and TWO COLORFUL THUMBS-UP BURST in front of him.

END CREDITS - INT. BIRTHING PODS CHAMBER - DAY

Ayesha sits on a bench, brooding, disheveled and still furious. The Chambermaid cautiously approaches.

The Chambermaid smiles politely, nods slightly, agreeing in a circumspect manner. Ayesha stares across the way.

© Marvel

The Chambermaid looks where Ayesha is looking.

A large, human-sized cocoon stands where Ayesha stares.

BOX OVER CREDITS - INT. GROOT’S BEDROOM - OUTER SPACE

Quill is standing in the bedroom doorway, looking down.

We REVEAL a gawky ADOLESCENT GROOT, hunched over, playing a video game, in this very messy room.

Adolescent Groot shakes his head in disdain.

Adolescent Groot SIGHS.

© Marvel

Quill starts to walk away then comes back.

He looks at him.

Groot ROLLS HIS EYES and makes an exasperated sound.

Quill thinks.

Quill begins to CRY.

CUT TO BLACK.

© Marvel