In 1989, scientistHank Pymresigns fromS.H.I.E.L.D.after discovering that they attempted to replicate hisAnt-Manshrinking technology. Believing the technology is dangerous, Pym vows to hide it as long as he lives. In the present day, Pym's estranged daughter,Hope van Dyne, and former protg,Darren Cross, have forced him out of his own company. Cross is close to perfecting a shrinking suit of his own, theYellowjacket, which horrifies Pym.

Upon his release from prison, well-meaning thiefScott Langmoves in with his old cellmate, Luis. Lang's ex-wife, Maggieengaged to policeman Paxtonagrees to let Lang see his daughterCassieif he provides child support. Unable to hold a job due to his criminal record, Lang agrees to join Luis' crew and commit a burglary for money. Lang breaks into a house and cracks its safe, but only finds what he believes to be an old motorcycle suit, which he takes home. After trying the suit on, Lang accidentally shrinks himself to the size of an insect. Terrified by the experience, he returns the suit to the house, but is arrested on the way out. Pym, the homeowner, visits Lang in jail and smuggles the suit into his cell to help him break out.

At his home, Pym, who manipulated Lang through Luis into stealing the suit as a test, wants Lang to become the new Ant-Man to steal the Yellowjacket from Cross. Van Dyne, who has been spying on Cross for Pym despite her strained relationship with her father, helps Pym train Lang to fight and to control ants. They send him to steal a device from theAvengers' headquarters, where he briefly fightsSam Wilson. While van Dyne still shows anger towards Pym about her mother Janet's death, he reveals that Janet, known as theWasp, disappeared into a subatomicquantum realmto disable a Russian nuclear missile. Pym warns Lang that he could suffer a similar fate if he overrides his suit's safeguards.

Cross perfects the Yellowjacket and invites Pym to the unveiling ceremony. Lang, along with his crew and a swarm of flying ants, infiltrates the building during the event, sabotages the servers, and plants explosives. When he attempts to steal the Yellowjacket, he is trapped by Cross, who intends to sell both the Yellowjacket and Ant-Man suits toHydra, led by Mitchell Carson. Lang breaks free and defeats most of the Hydra agents, though Carson is able to flee with a vial of Cross' particles. Lang pursues Cross as he escapes, while the explosives detonate, vaporizing the building.

Cross dons the Yellowjacket and fights Lang before Lang is arrested by Paxton. His mind addled by the imperfect shrinking technology, Cross holds Cassie hostage to lure Lang into another fight; this time, Lang shrinks to subatomic size to penetrate Cross' suit and sabotage it to shrink uncontrollably, killing Cross. Lang disappears into the quantum realm but manages to reverse the suit's mechanism and return to the real world. In gratitude for Lang's heroism, Paxton covers for Lang to keep him out of prison. Seeing that Lang survived and returned from the quantum realm, Pym wonders if his wife is alive as well. Later, Lang meets up with Luis, who tells him that Wilson is looking for him.

In a mid-credits scene, Pym shows van Dyne a new Wasp prototype suit and offers it to her. In apost-credits scene, Wilson andSteve RogershaveBucky Barnesin their custody. Unable to contactTony Starkdue to "the accords", Wilson mentions that he "know[s] a guy".

Paul RuddasScott Lang / Ant-Man:

A former systems engineer at VistaCorp and petty criminal, who acquires a suit that allows him to shrink in size but increase in strength.[4][5][6][7][8]Regarding Rudd's casting, producer Kevin Feige said, "Look at that origin of the petty crook who comes into contact with a suit and does his best to make good, and then look at someone like Paul Rudd, who can do slightly unsavory things like break into peoples houses and still be charming and who you root for and whose redemption you will find satisfaction in."[5]On the character,Peyton Reedsaid, "He's not used to being a hero. He's more likeGeorge Clooney['s characterDanny Ocean] inOcean's Eleven. Hes a guy trying to create a new life for himself and find redemption." To get in shape for the role, Rudd worked with trainers and cut alcohol, fried foods and carbohydrates out of his diet.[9]Rudd stated that in preparation for his role, he "basically didnt eat anything for about a year ... I took theChris Prattapproach to training for an action movie. Eliminate anything fun for a year and then you can play a hero."[10]Rudd signed a multi-film contract with Marvel, with Feige saying it was "three[ films]-plus-plus to appear in other things."[2]

Evangeline LillyasHope van Dyne:

The daughter of Hank Pym andJanet van Dyneand a senior board member of Pym Technologies, who helps Darren Cross take over the company.[11][12][13][14][15]The film ends with van Dyne taking up the mantle ofWaspfrom her mother.[16]Describing her character, Lilly said, "I was raised by two superheroes. So, I'm a pretty screwed up human being. I am also fairly capable, strong, and kick-ass, which is wonderful to play, but the most fun to play was just how messed up she was from being raised by two superheroes. And the clear message sent by my name is that I'm not a big fan of my father and so I took my mother's name."[17]She added that van Dyne's "arc in the movie is trying to find a relationship" with Pym.[9]Originally cast by Wright, Lilly was reluctant to take the role after he left the project until she read the revised script and got a chance to meet with Reed.[13]Feige noted that van Dyne was the more obvious choice to take up the mantle of Ant-Man, being "infinitely more capable of actually being a superhero" than Lang, and that the reason she does not is because of Pym's experience with losing her mother, rather than sexism, which Feige felt would not be a problem for Pym in modern times. Subsequently, Feige stated that the film would hint at van Dyne eventually taking up the identity ofWaspfrom her mother.[16]Lilly signed a multi-film contract with Marvel.[18]

Corey StollasDarren Cross:

A former protg of Pym, who takes over Pym's company, militarizes a similar version of the Ant-Man technology and creates theYellowjacketsuit.[12][14][19][20]Describing the suit, Stoll said, "Darren Cross... has a suit that is sort of the next generation of Ant-Mans suit. It can do everything that Ant-Man can do, but more. Its more badass, more militaristic, sleeker... sort of like ifApplehad designed a battle suit."[21]As for his character, Stoll said, "He is not a villain in the vein ofThanosorLoki, who are villains that know it. [Cross] is a guy who is not that dissimilar from Michael Douglas' character, Hank Pym. A brilliant scientist, who is not ethically pure. I think a great thing about the whole movie is that everybody in this movie is in those shades of gray a little bit."[22]Unlike Rudd, who wore a practical costume as Ant-Man, Stoll wore amotion capturesuit when performing as Yellowjacket. Reed explained that this decision was made early on when creating and filming with a real Yellowjacket costume was found to be impractical.[23]

Bobby Cannavaleas Paxton:

A police officer[15][24][25]who is engaged to Lang's ex-wife Maggie.[26]Cannavale stated that Rudd and McKay convinced him to join the film, saying, "They sort of pumped [my] part up a bit in [their rewrite] and they both called me and said, 'You've got to do this.' They called me before Marvel called. I really went on good faith because they're so secretive over there about the script. I just trusted them." He also added that the process felt like an indie film instead of a large-scale blockbuster, and that he was able to improvise frequently along with the other actors.[26]Patrick Wilsonwas originally cast in the role[27]before leaving the film due to scheduling conflicts brought on by the filming delay.[28]

Michael Peaas Luis:

Lang's former cellmate[24][25][29]and a member of his crew.[30]Pea stated that he modeled Luis' vocal style and positive outlook on life "on a friend of a friend", saying, "That's just the way he talks and the cadence. He's got this grin on the entire time and he doesn't care. He's the kind of guy where you're like 'Hey, what'd you do this weekend?' and he's like 'I went to jail, dawg,' with a smile on his face. Not a lot of people do that. Not a lot of people think of life on those terms."[31]Pea signed a multi-film contract with Marvel for three films.[32]

Tip "T.I." Harrisas Dave:[24][25]

A member of Lang's crew.[30]Harris stated that he had a "blank canvas" for the character, adding that he "hadn't read the entire script" as he was not permitted to. He was "handed scenes as the film [went] along, and when you do that, it's like a blank canvas, 'This is what I'm going to do for this scene,' and you can remember previous performances and remain consistent with that. The energy created by the ensemble you have around you, it contributes to the outlook or the final view of what your character has become, and what he meant to the story."[33]

Anthony MackieasSam Wilson / Falcon:

An Avenger who is apararescuemantrained by the military in aerial combat using a specially designed wing pack.[34]On including Falcon, Reed said that it was not done just to include the character, rather "[i]t served a plot point; a purpose in our story" and allowed them to enhance Pea's "tip montages", which were written by production writers Gabriel Ferrari and Andrew Barrer,[35]also adding Falcon "seemed like the right character not a marquee character likeIron ManorThor, but the right level of hero."[36]Rudd and McKay decided to include Falcon after watchingCaptain America: The Winter Soldier.[37]

Wood Harrisas Gale:[24][25]A police officer and Paxton's partner.

Judy Greeras Maggie: Lang's estranged ex-wife.[24][25][38]

David Dastmalchianas Kurt:[24][25]

A member of Lang's crew.[30]Dastmalchian worked with actress Isidora Goreshter to learn how to speak in his character's Russian accent. On his character, Dastmalchian said that he "had this idea that Kurt was born and raised in a town even further out thanSiberiaand he was just an amazing computer wizard who fell in with the wrong people. But he was obsessed with two things: [Saturday Night Fever] andElvis Presley, hence the polyester shirts unbuttoned too far and the hair in that pompadour." He also expressed interest in returning for a sequel.[39]

Michael DouglasasHank Pym:

The original Ant-Man who is a formerS.H.I.E.L.D.agent,[40]entomologistand physicist, who in 1963 discovered thesubatomic particlesthat make Ant-Man's transformation possible and later mentors Lang to take over the role.[6][7][19][41]Douglas compared his decision to join a superhero film to his role inBehind the Candelabrasaying, "Sometimeslike [when] they didn't see you forLiberaceyou've got to shake them up a little bit and have some fun."[42]Describing Pym, Douglas said, "He's sort of a Northern California, formal guy. He's lost control of his company. He lives in sort of a time warp. He was always a bit of a tinkerer. He's got a lab, plus a lot of other stuff, in his basement that we find out about. He's certainly bitter about what happened with his company and deeply scared of what the future might holdbecause he himself, after having gotten small so many times, it's difficult. He looks and tries to find a guy that he can work with and has the right characteristics, which is [Scott]."[15]Douglas indicated that he would not be wearing the Ant-Man suit, saying, "My costume will be hung up and Paul will be wearing it in good form."[43]

Additionally,John SlatteryandHayley Atwellreprise their roles asHoward StarkandPeggy Carter, respectively, from previous MCU media.[44][45]Slattery stated that his involvement inAnt-Manwas "not that much more" than his participation inIron Man 2, while Atwell described her appearance as being "more of a cameo".[45][46]Abby Ryder Fortson portraysCassie, the daughter of Lang and Maggie,[2][16][47]Gregg Turkingtonappears as Dale, the manager of aBaskin-Robbinsstore,[25][48][49]andMartin Donovanplays Mitchell Carson, a former member of S.H.I.E.L.D. who works forHydraand looks to purchase the Yellowjacket technology.[50][51]Garrett Morris, who had played Ant-Man in aSaturday Night Livesketch, appears as a taxi driver.[52]Ant-Man co-creatorStan Leemakes a cameo appearance in the film as a bartender.[53][54]Chris EvansandSebastian Stanmake uncredited appearances during the post-credits scene asSteve Rogers / Captain AmericaandBucky Barnes / Winter Soldier, respectively.[55]Hayley Lovitt makes a nonspeaking cameo asJanet van Dyne / Wasp.[56]Tom Kennyprovides the voice of "Hideous Rabbit", a children's plush toy.[57]

Sometimes lightweight isnt a pejorative. Ant-Man, the comics-based superhero movie thats centered around one of the more arguably goofy Marvel Comics characters (first prize has to go to a guy named Paste Pot Peteand dont ask) achieves its particular magic by keeping its proceedings almost as weightless as its shrunken-down hero. The movie, directed byPeyton Reed(Down With Love, Bring It On) and starringPaul Rudd, isnt exactly or entirely fluffy, but its pretty damn agile, and as a result provides the most pure, uncomplicated fun, and even joy, of any Marvel picture Ive seen.

The movie opens in 1989, with a digitally de-aged Michael Douglas strolling into an intelligence-gathering fortress and facing down some powerful frenemies, among them Tony Starks dad (John Slattery), a still-lovely-in-middle-age Peggy Carter (Agent Carter to Captain America and TV fans) and new sneery dude Mitchell Carson (Martin Donovan). Douglas character, Hank Pym, has a red vial containing something called the Pym particle, and SHIELD wants it, and Carsons pretty insistent on the point. It doesnt end well. This appetizer of backstory sets up not only the narrative for this picture, but serves as the equivalent of, um, nation building for the larger conceptual continuity of the MCU, which will be providing the entirety of the United States entertainment content, if all goes according to plan, by the year 2025.

The good news is that your enjoyment of this movie wont be reliant on your getting various in-jokes and character references, even though there are a fair number of them. What the movie delivers for most of its running time is a surprisingly disarming amalgam of The Incredible Shrinking Man and Rififi by way ofBrian De Palmas first Mission Impossible movie, except withJules Dassins goofball element thrown back in the mix. Short version: The Pym particle makes the tiny-but-powerful Ant-Man suit operable; in the present day Hanks too old to work it and too protective of his steely daughter Hope (Evangeline Lilly) to permit her to put it on. So Hank elaborately recruits newly-sprung-from-prison hacker/cat-burglar Scott Lang (Paul Rudd) for a job. Said job involves putting a stop to megalomaniacal Darren Cross (a shiny-headed and deliberately-atrociously-outfitted Corey Stoll). Cross is an old protg of Pyms, a current employer of Hopes, and hes about to make a multi-billion-dollar killing on a weaponized Yellowjacket suit that pilfers Pyms technology.

The stakes are high here, but theyre not as grandiose as they are in most contemporary comic-book-based movies, where the fate of the entire world if not the universe seems to be at stake every time. Yeah, Cross IS a lunatic (messing with the sort of atom-manipulation that makes these suits work can mess with your mind), and he does want to make an army of Yellowjackets, and his buyer, represented by the aforementioned Mitchell Carson, is none other than an outfit called HYDRA. But this movie doesnt need to destroy whole cities to get its job done. Savvy, wise-cracking Scott wants to make it in the straight world so he can have more time with his daughter. The fact that his ex-wife now lives with a defensive cop (Bobby Cannavale) adds not just emotional dad-rival complications, but some plot twists as well. And after Cross smells some kind of rat in his system (its not a rat, incidentally, just a whole bunch of telepathically controlled ants), Scotts lovable knucklehead criminal buddiesportrayed in varying shades of hilarity byMichael Pea, T.I. andDavid Dastmalchianare obliged to get in on the action as well.

This is a lot of material for any movie to juggle, and its also competing with a crazy visual-effects element; the different sizes of Ant-Man bring with them different worlds, and his interaction with ants has a crazy pop-art surreality, like a pulp reiteration of Dalis imagery in The Persistence of Memory and other insect-packed artworks. The script is credited toEdgar WrightandJoe Cornish, and then to Rudd andAdam McKay. Wright was originally set to direct, and while Im not one to play pick-the-authorial touches (especially after only one viewing), I suspect quite a few of the visual gags in this picture originated with his contributions. In any event, the movie Reed has directed offers a remarkably direct through-line; I kept waiting, in dread, for a flashback explaining how the villain got that way, but it never came; instead, we find out what we need to know via dialogue and action, which is very welcome. Despite the movies buoyancy, it manages to convey Crosss villainy and its gravity with an appropriate tone. Its delightful and almost miraculous the way this movie manages to work as a comic heist picture on a huge scale, and with a comic science-fiction picture blended into itwhile managing to cohere to the whole, you know, Marvel thing. Even the usually dreaded training-montage sequence manages to unfold like a compelling dance number. Part of it has to do with the novelty of the trainingits not many movies that show its protagonist attempting to leap through a keyhole, or get a group of ants to pile sugar cubes into a cup of teabut its also the character work from Rudd, Lilly and Douglas. Also nifty is the size-matters humor the movie works so deftly and unpredictablytheres an iPhone-centered joke in the middle of a ridiculous (in a good way) climactic action sequence thats devilishly clever. As is customary with Marvel films, Ant-Man has more than one endingmore than two, as it happens. My favorite was the second one, which will probably please thinkpiece writers and/or Evangeline Lilly fans, so Im sure youll hear about it soon. As for myself, I found myself grinning a bit at the final promise Ant-Man Will Return.

Armed with the astonishing ability to shrink in scale but increase in strength, con-man Scott Lang must embrace his inner-hero and help his mentor, Dr. Hank Pym, protect the secret behind his spectacular Ant-Man suit from a new generation of towering threats. Against seemingly insurmountable obstacles, Pym and Lang must plan and pull off a heist that will save the world.

Scott Lang, an engineer who committed a crime he felt that was justified, is sent to prison. When he gets out he wants to be on the straight and narrow but having a record doesn't help. Eventually his friend tells him of a job and he decides to take it. Scott has to break into a vault ans when he does all he finds is a weird suit. After he takes it, he puts it on and discovers it shrinks him. Scott tries to return it and when he does he's arrested, A man claiming to be his attorney goes to see him and he tells him that the suit was an opportunity which he should have taken. Later some ants bring him the suit and he puts it on and gets out of jail. He then goes to the man who says he's Hank Pym the man who created the suit. He used it before and called himself Ant-Man. He gave it up when he found out people were planning to use his technology for things he doesn't want so he made sure no one could replicate it and put it away. But he now needs Scott to be Ant-Man because it seems like his protg, Darren Cross is close to replicating it. So he wants Scott to get into the lab and take it. Scott is uncertain if he can do it and Pym's daughter who thinks she should be the one to go agrees. But Pym thinks Scott is the one. So they train him while trying to make sure Cross doesn't suspect anything.