“It isn’t just about getting bigger, but it’s about getting clever and getting more unique.” That’s what Marvel Studios president Kevin Feige said to members of the entertainment press during a visit to the set of Ant-Man. We were there, and learned more about Ant-Man—including how it fits in with other Marvel movies.

While Ant-Man was filming in Atlanta this past fall, our own Meredith Woerner visited the set and got to see how the latest addition to Marvel’s movie world was coming together. The original Ant-Man director, Edgar Wright, had been working to bring the shrinking superhero to the big screen for years—but what made this the right time for an Ant-Man movie? What makes it distinct from other Marvel movies, and what references will we see to those earlier films? And how did things change after Wright departed the film and Peyton Reed was brought on board to direct?

Why Ant-Man?

Not every significant Marvel character gets his or her own movie — just look at Hawkeye and Black Widow. But according to Feige, who produced Ant-Man, Marvel Studios isn’t just looking at which characters they want to introduce to the MCU; they’re also looking for movies that bring different perspectives to their growing universe.

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In much the same way that Captain America: The Winter Soldier evoked 1970s Cold War thrillers, Ant-Man owes a debt to heist movies. It’s still about saving the world—but Scott Lang (Paul Rudd) is saving the world, Danny Ocean style.

Plus, Feige notes, the core relationship in Ant-Man is one that we haven’t seen in earlier MCU movies: between a mentor and his new protégé. Hank Pym (Michael Douglas) is the scientist who once worked with S.H.I.E.L.D. as Ant-Man, and now he’s passing the mantle down to Scott.

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At the same time, both of these men are trying to rebuild their relationships with their daughters. Scott has been in prison for the last few years, and he’s missed out on watching his young daughter grow up. And Hank has long been estranged from his daughter, Hope Van Dyne (Evangeline Lilly).

That theme of mentorship and family even extends to the film’s villain, Darren Cross (Corey Stoll), who currently runs Pym Technologies and eventually dons the Yellowjacket suit, weaponizing Hank Pym’s technology. Hank was once a father figure to Darren, and now Darren resents that he’s no longer the apple of Hank’s eye. Stoll describes his character as “starving for that sort of affection and affirmation.”

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And, of course, there’s the comedy. However, Rudd, who co-wrote the script, warns, “It isn’t Anchor Man.” He admits that most people wouldn’t necessarily think of him for a superhero role, but he points out that, while he’s usually associated with comedy, he’s not himself a comedian. “I didn’t feel that it was so different,” he says, comparing Ant-Man to his work in more comedic film. “All of these things are character-based; they’re all characters that are dealing with conflict.”

The point that Rudd wants to hit home is that, while Ant-Man has funny moments, it’s a superhero movie—not a comedy that happens to involve superheroes: “You would think that it would be a very silly kind of a lot of joke heavy movie, and it’s really not. But there are moments of levity. I mean, we are dealing with ants here after all.”

Reed echoed that sentiment, saying that he wants Ant-Man the character to be cool. “I really like the idea sort of anybody who walked into a movie theatre lobby can see a poster frame of whatever it’s gonna be, Paul riding an ant. Well, that looks ridiculous,” he admitted. The challenge is figuring out how to make Ant-Man the kind of superhero that people want to be.

So how does Peyton Reed’s Ant-Man differ from Edgar Wright’s?

Reed described Edgar Wright and Joe Cornish’s original Ant-Man script as the “spine” of the final movie. “It’s a heist movie, and it is sort of the passing the torch from Hank to Scott,” he said. “It’s this kind of bent mentor/pupil story.” But tonally, he says, the movie changed once the directors changed and Rudd and Adam McKay started reworking the script.

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It also meant a bigger role for Hope Van Dyne. Lilly explained that she approached Rudd while he and McKay were working on their draft and asked, “Hey, why don’t you beef up my character?” The result is that Hope gets a larger arc in Reed’s movie, along with some “physical stuff” that wasn’t in the Wright and Cornish draft.

A big question that’s addressed in Ant-Man is why Hank decides to go and make Scott Lang the heir to the Ant-Man suit when Hank already has a brilliant, competent daughter. Hope isn’t just the Ant-Man support staff; Lilly says she has her own story founded in part on her tense relationship with Hank and Scott.

But Lilly said it’s Hope’s moral ambiguity that makes her especially fun to play. “She is sort of an island unto herself in this film, and what I love about that is that you’re never completely sure where her alliances are, um, because she doesn’t seem to like anybody.”

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While Lilly was cagey on whether we’d see Hope in a super suit by the end of the movie, it doesn’t sound quite like she’ll be a superhero. Lilly added, “I love the idea that you might walk away from this film and, you know, still at the end of the film go, ‘But wait, is she good or is she bad? I’m not totally clear.’”

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“I felt, you know, even though this is by far the biggest movie ever I’ve been in, I feel like it’s one of the most collaborative,” Stoll said. He also said that, while his character continued along the same direction that Wright and Cornish’s script sent him, Darren Cross was “pushed” and “deepened.”

Of course, Wright has had another, immense contribution to the final movie: He cast the main characters. “I mean we’ve cast additional actors since then,” Reed said, “but the core group are just beautifully cast. Like to me, to me Hank Pym is one of the most compelling characters in the Marvel comics world and to have Michael Douglas play that guy where there’s just clearly a huge, gray area in this guy and... sometimes, with that character, you wonder if he’s sane. That’s perfect casting to me.”

“They should be gross sorts of ants that you don’t want in your kitchen.”

There were no giant props on the set of Ant-Man. When Scott Lang shrinks, what you’re seeing is objects captured with macrophotography. Reed wanted the tiny superhero to be running around in a tactile world, something you can understand and feel. “It’s gotta be real,” he said, “and we have to figure out ways to sort of be able to move around in those environments.”

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To that end, the team had endless discussions about how light and sound and movement all change when Scott is small. “You have to like scale,” said Reed. “It has to be figured out for every single shot and that’s fun but it’s an insane amount of sort of calculation.”

And of course, when you’ve got Ant-Man, you need ants. There are maybe a dozen species of ant featured, and the production even had a professional ant wrangler.

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Feige likened the ant characters in Ant-Man to Rocket in Groot in Guardians of the Galaxy. While the ants don’t talk, they are characters that the filmmakers want you to care about, even though they’re, well, ants. When Scott Lang first sees the ants, Feige said, “they should be gross sorts of ants that you don’t want in your kitchen.” (The animators did tone them down a little bit, however; they’re not quite as hairy as real ants.) But as time goes on (and we hear more ant puns), Scott is going to develop a relationship with these six-legged critters. “I hope in a way that you’re sort of cheering for them,” Feige said, “and upset if one, two, or three get blown away by the bad guy.”

Making the Suits

When the journalists first spoke with Rudd on the Ant-Man set, he was in “aw shucks” regular guy mode, dressed in basketball shorts, a t-shirt, and sandals. He came off in the interview as sweet and sincere. But once he donned the Ant-Man suit, the group saw a very different Rudd. He stood taller, his shoulders back. When he spoke, he commanded the attention of the room. He could have looked silly in that red unitard, but against all odds, he was dashing.

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“I have to say, it’s probably one of the most difficult suits we’ve had to do by far,” said costume designer Sammy Sheldon. For the Ant-Man suit, the costume team had some very specific goals. For one thing, they wanted to make the suit recognizable for fans of the comic, and give it an insect-like quality. The red fabric is inspired by an insect’s eyes, and the team layered various effects on top of one another while creating the fabric, giving it a particular kind of depth when the light shines on it.

But it was also important to give the suit a retro feel. After all, this was Hank Pym’s suit from way back in the day. “This is meant to look, um, not super high tech,” said Sheldon. “So there’s a nostalgic feel to this suit which will become clear in the film. It’s meant to look high technology for its time.” Designer Ivo Coveney added that he looked, not just to comics, but to the original Star Trek series to get the “right kind of retrofuturistic feel.”

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There are several different suits, each mean for a different kind of shot — so there are different suits for glamor shots than for stunt work — and 17 different Ant-Man helmets. And each one is designed to look battle worn. “It’s not meant to look brand new,” explained Sheldon. “It’s meant look like it’s from another era and that, that it’s been through a lot of stuff.”

A lot of practical effects were built into the suit itself, including circuit boards that light the suit up. Anything they couldn’t put directly onto the suit was made in CG, and the designers promised that every aspect of the suit has some purpose that will be made clear during the film.

While the Ant-Man suit is largely practical, the Yellowjacket suit is CG. This isn’t a suit for a Cold War spy, it’s a high-tech weapon, and it requires a different sort of hardware. So Stoll didn’t get that same dashing super suit moment on set. He got motion-capture pajamas instead.

How it all ties to the Avengers

“I feel like I’m doing The American President now,” said Michael Douglas. “There are serious problems, and I mean some of the things that they do — Iron Man and stuff — is kind of silly compared to what, what’s going on in the real world.”

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Hank Pym is not a fan of the Avengers. He’s especially not a fan of the Stark family, and the events of The Avengers: Age of Ultron have only reinforced that attitude.

Ant-Man will give us a glimpse of a different era of S.H.I.E.L.D., one between the events of Agent Carter and Iron Man. We’ll get flashbacks to 1980s-era S.H.I.E.L.D. (with at least one familiar face) and get a taste of Hank Pym’s notorious temper. S.H.I.E.L.D. and the early days of superheroes are integral to understanding Hank’s character and his bitterness over the death of his wife, Janet Van Dyne.

It also connects to his estrangement from Hope, who doesn’t share Hank’s hatred of superheroes. “In fact,” said Lilly, “I think she doesn’t understand her father’s animosity towards superheroes in that way, and I think that for the most part that’s because she really doesn’t understand any of what really happened in her life. A lot of stuff has been kept from her. So she’s in the dark and I think that results in a lot of bitterness and confusion about her father’s behavior.”

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There will be some more direct connections to the Avengers, but those are secret. For now.

What about the Wasp?

Yes, Janet Van Dyne is in Ant-Man! We’ll be seeing her in flashbacks as the Wasp — and only as the Wasp. While we know that Michael Douglas will be playing the younger version of Hank Pym (thanks to de-aging special effects), but no one on set would say who was playing Janet. We will see only the actress’s eyes through her helmet. But that also means we’ll be seeing a Wasp suit — and perhaps Hope Van Dyne will get to take up her mother’s legacy as Scott is taking up her father’s.