Inside the 'Guardians of the Galaxy Vol. 2' Soundtrack

From Fleetwood Mac to Jay and the Americans, here's an exclusive look at what's on "Awesome Mix Vol. 2," and why

Inside the 'Guardians of the Galaxy Vol. 2' Soundtrack

While director James Gunn was finishing 2014's smash Guardians of the Galaxy, he kept getting one note from a few Marvel Studios employees. "Nobody," he recalls them saying, "is going to want to hear this music." Gunn had laced the movie with eight-track-era gems – Redbone's "Come and Get Your Love," Blue Swede's "Hooked on a Feeling" – but skeptics were sure that, say, Nineties Britney would be more commercial. Gunn's conceit was that the tunes were playing on an ancient Walkman toted around by Chris Pratt's character, who owns just one cassette, given to him by his mom just before her death: the homemade "Awesome Mix Vol. 1." "They were songs that people had heard," says Gunn, "but probably didn't know the name of."

After a chart-topping, platinum soundtrack album, the awesomeness of that mix is no longer in doubt – and since the movie ended with Pratt's character, Peter Quill, discovering "Awesome Mix Vol. 2," music will be just as essential to Guardians of the Galaxy Vol. 2, due May 5th, with its soundtrack album out April 21st. This time, Gunn had a bigger budget, which allowed him to include familiar songs from superstar acts: George Harrison's "My Sweet Lord," Fleetwood Mac's "The Chain" (every band member watched the scene that features the song before giving approval) and ELO's "Mr. Blue Sky" – which scores what Gunn calls "the most hugely insane shot I've ever done," early in the film. "It's the perfect song to start the movie," says Gunn, "because it's really joyous, but there's a really dark underpinning to it."

There are, again, plenty of deep cuts on hand, and Gunn (who once played in a band of his own, the Icons) relished the chance to expose the likes of Jay and the Americans' "Come a Little Bit Closer" – or a true obscurity like 1976's "Wham Bam Shang-A-Lang," by one-hit-wonder Silver – to the Marvel-loving masses. "One of the most exciting things," he says, "was knowing I would be making bands that may have been forgotten suddenly be a topic of conversation."

The songs have always been a way of representing Peter Quill's mom, Meredith, in the movies, and Gunn has a pretty good sense of her. "She's a music lover, but she's completely not elitist," he says. "If it's something that's thought of as goofy and pop, she likes it. If it's cool or funk, she likes it. She just likes hooks and melodies. She's a very quirky, young girl who fell in love with, you know, as it ends up, an alien. And falling in love with an alien is right up there in Meredith Quill's alley. She's an oddball, like her son."

Gunn himself has had to listen to the movies' songs over and over – but he doesn't mind. "The weird thing is, I've never gotten sick of a Guardians song," says Gunn, fresh from hearing "Mr. Blue Sky" yet again while supervising the film's sound mix. "Chris Pratt listened to the first album hundreds of times. He said the only song he got sick of was ‘The Piña Colada Song.' "

"Awesome Mix Vol. 2," Track by Track

1. "Mr. Blue Sky," Electric Light Orchestra
"I've always said that if the Guardians had a house band, it would be ELO," says Gunn, "and 'Mr. Blue Sky' is one of my favorite songs by them. We had a hard time getting the rights. We had to really fight to get the song, and I personally appealed to Jeff Lynne." Lynne had previously approved a song for the first Guardians that Gunn ended up cutting, which made the process harder this time. But in the end, Gunn says, "I think we made him an offer he couldn't refuse."

2. "Fox on the Run," Sweet
"Fox on the Run" is a trailer-only song that doesn't actually appear in the film, much like "Spirit in the Sky" from the first soundtrack LP.

3. "Lake Shore Drive," Aliotta Haynes Jeremiah
"'Lake Shore Drive' is a song that I grew up with," says Gunn. "It was a regional hit and only in, like, St. Louis and Chicago, so a lot of people don't know it, but it is truly one of the catchiest songs ever written, and I knew that there were a thousand places that I could've used it easily in Guardians because it's so easy to fit into the movie."

4. "The Chain," Fleetwood Mac
"There are two songs that are the most deeply embedded into the fibers of the film," says Gunn. "'The Chain' is one because it is about the Guardians, at least in the way we use it, and we use it a couple of times in the movie. And the other one is 'Brandy,' which is an incredibly important song in the movie. Both happen to be two of my favorite songs from the Seventies."

5. "Bring it On Home to Me," Sam Cooke
"It's just a really beautiful song," says Gunn. "In Quill's mind, it's about Quill and Gamora."

6. "Southern Nights," Glen Campbell
Campbell's groovy 1977 version of Allen Toussaint's song was a childhood favorite for Gunn: "It's a little bit of a different flavor for the movie."

7. "My Sweet Lord," George Harrison
"It was one of the first songs that I picked out to try to use in the movie and it has to do a little bit with the origin of Ego," says Gunn, referring to Peter Quill's alien father (full name: Ego, the Living Planet), played by Kurt Russell. "And there's this big creation myth about how he came about and it was kind of lined up with that. I've always been into Hindu creation myths and there's some similarities there."

8. "Brandy You're a Fine Girl," Looking Glass
Gunn has long adored this cheeseball 1972 smash ("It's always a song I've sort of sadly, tragically related to"), which plays a key emotional role in the new movie, appearing in the very first scene.

9. "Come a Little Bit Closer," Jay and the Americans
This 1964 hit, one of the oldest songs on the soundtrack, scores an action scene that Gunn previewed at Comic-Con where the heroes "enjoy a little bit of ultra-violence while it's playing and it's really fun."

10. "Wham Bang Shang-A-Lang," Silver
Ever since the first film, fans and friends have been proposing Seventies songs to Gunn for the new soundtrack – and almost always, he'd heard them before. But when someone sent him this sugary pop tune, it was entirely new to him, and he loved it. "It was so weird," says Gunn. "For a minute I wasn't sure if I was being tricked because I had never heard the song. I wasn't sure if was a modern band doing a retro version of a song or if it was actually an old song."

11. "Surrender," Cheap Trick
By including this 1978 Cheap Trick classic, Gunn repays a favor to the band, which let him use "If You Want My Love" in his 2011 indie film Super for nearly nothing.

12. "Father and Son," Yusuf / Cat Stevens
Gunn was inspired to use this thematically appropriate 1970 ballad after hearing Howard Stern attempt to perform it on acoustic guitar on his show.

13. "Flashlight," Parliament
It's hard not to picture Baby Groot dancing to this one. "You'll see," says Gunn. "But it's just one of my favorite funk songs."

14. "Guardians Inferno," The Sneepers featuring David Hasselhoff
This comedic original, co-written by Gunn and score composer Tyler Bates, is meant as a sort of Guardians take on Meco's disco Star Wars theme. Gunn is particularly proud of a line that rhymes "procyon lotor" – i.e., "racoon," as in Bradley Cooper's Rocket – with "motor." They recruited David Hasselhoff as vocalist largely because he's supposed to be one of Peter Quill's childhood heroes.