Marvel's Ant-Man is a 2015 live-action superhero film based on the character by the same name. It is the sixteenth film in the Marvel Cinematic Universe produced by 20th Century Fox and Marvel Studios, as well as the final movie of Phase 2. It was released worldwide July 17th 2015.


Ant-Man has a long history of complicated film rights and production trouble. The first talks of a film centered around the character came out during the 1980s when Warner Bros. Pictures, inspired by the success of Richard Donner's Superman and Honey I Shrunk the Kids approached Marvel with a bid to purchase the film rights for the character. However, they were unable to sort through the legality of purchasing the rights due to the studio already owning DC Comics. In 2001, 20th Century Fox had hired Director Edgar Wright to produce a film on the character originally slated for a 2004 release date. The film ended up being delayed and eventually forgotten about due Wright wanting to use experimental shrinking CGI. Kevin Feige and Avi Arad however approached Edgar Wright claiming they would be willing to continue funding his project if he agreed to develop Ant-Man under Marvel Studios. Wright agreed to it and for the majority of Phase 1 it was believed that Ant-Man would be part of the Avengers before getting a solo movie sometime in autumn of 2012.

Unfortunately, more production problems occurred as Wright showed little desire for his film to tie into The Avengers which Marvel was heavily prompting him to. In 2010 Wright walked from the project and Marvel quietly pulled the Ant-Man film from its release date in 2012. At comic con 2013 Kevin Feige released the Phase 2 slate which revealed that the Ant-Man film was still planned, but simply delayed to summer of 2015 off the heels of Avengers: The Ultron Imperative with Peyton Reed directing. By the end of that year Paul Rudd was cast for the titular role of Scott Lang as opposed to Hank Pym. Reed explaining that he wanted to focus on Scott to make the movie a "redemption story of sorts" and that the original Ant-Man was toyed with but decided his story was too similar to many other heroes already seen in the MCU. Nontheless, Pym was confirmed to play a major role in the film casted as Michael Douglas, who was soon followed up in 2014 by Evangeline Lilly playing Janet Van Dyne and Corey Stoll playing Elihas Starr.

It was later announced that Robert Downey Jr. would be reprising his role as Tony Stark in the film to better connect to the greater Marvel Cinematic Universe, which Peyton Reed expressed great enjoyment out of. Principle filming commenced in mid 2014 and the film was released worldwide on July 17th 2015.


  • Paul Rudd as Scott Lang/Ant-Man
  • Corey Stoll as Elihas "Eli" Starr/Yellow Jacket
  • Ken Jeong as Michael Tan/Swarm
  • Evangeline Lilly as Janet Van Dyne
  • Michael Douglas as Hank Pym
  • Michael Peña as Pedro Ortiz
  • Bobby Cannavale as Blake Burdick
  • Judy Greer as Maggie Burdick
  • Abby Ryder Fortson as Cassie Lang
  • Martin Donovan as Sonny Burch
  • Robert Downey Jr. as Anthony "Tony" Stark/Iron Man
  • T.I. Harris as Charlie Buchanan
  • David Dastmalchian as Valentin Shatalov
  • Kerry Condon as Friday


The film starts with an establishing shot of the Cross Technologies headquarters in San Francisco where Hank Pym aggressively walks into an office room confronting Eli Starr for trying to make a cheap imitation of his work. Starr claims that he has every right to try and recreate what he won't share, the Pym Particle is one of the most revolutionary pieces of science in human history. They could make billions off of this, see breakthroughs in our understanding of reality, change the entire world. Hank Pym insists he didn't share the Pym Particles with Howard Stark or S.H.I.E.L.D., and he won’t share with any of them, he's here to work like any other scientist would. Eli asks what about Ant-Man claiming he's seen the old footage in Kazakhstan, there's no way that any of that could be possible without his formula. Hank in anger proceeds to punch Eli in the face telling him what he does or doesn't do with the Pym Particles is none of his business, he then walks out in a huff.

The credits role before revealing a montage of raw footage showing Ant-Man fighting during the Cold War.

In present, the camera pans out showing Eli Starr (now bald) in a laboratory using the clips as part of his presentation to the Cross Technologies executives in order to convince them to increase funding into Pym Particle research. Chairman Sonny Burch claims their latest experiment with them nearly broke the Golden Gate Bridge in half. Cross Technologies has spent years trying to figure out Pym Particles and it never went anywhere. Starr says that this type of science is a slow process, discoveries don't happen overnight. The executives start conversing amongst themselves until Eli gives them a plea. Stating that Pym Particles could change the face of science, improve standards of living, be a viable solution to climate change, the possibilities are endless. In today's world with giant rage monsters and floating cities, this is the only way to stay ahead of the curve.

They all come to an agreement that unless Eli has something new to offer them it's going to be a no. In the parking lot, Starr is getting into his car until he's approached by Janet Van Dyne. He recognizes her from the meeting claiming he knew her father, Vernon. She says after he passed she took his seat on the board and agrees with him on the potential of Pym Particles. Janet suggests they have dinner that night to talk about it. At San Quentin State Prison, a man named Scott Lang is playing solitaire until he's confronted by a bunch of inmates for stealing a pack of cigarettes. He tells them he has no idea what they're talking about and they eventually grab him by his shirt causing the Cigarettes to fall out of his pocket. The inmate and his gang all start surrounding him and threaten to break every bone in Scott's body until a guard comes in and tells Lang his hearing went through, and to get ready for his release.

Outside, Scott is picked up by his best friend and former cell mate, Pedro Ortiz. Once he gets into his van, Pedro asks him how prison life served him. Scott points out third time's a charm and Ortiz says it feels like only yesterday they were roomies there. Speaking of which he can crash at his place as long as he wants. Scott thanks him and says he could really use that. Pedro also mentions it'll give them time to get back into "the game" again, but Scott claims he's not interested. Pedro asks why and Scott tells him he spent over a year at San Quentin and it was a wake up call, he wants to turn his life around. Pedro makes sure he understands there's not much out there for ex-cons but Scott says he'll just have to work that much harder then. Pedro respects his friend's decision and Lang asks if before they go to the apartment apartment they can stop somewhere first.

Pedro drops him off at his old house where Scott lets himself in and reunites with his daughter, Cassie. After hugging each other he gets confronted by his ex-wife Maggie and her new husband, Blake Burdick, who tells Scott he doesn't have visitation rights. Scott is insulted he went through his records but Blake says it's his job to investigate criminals, especially the ones who are going to be around his family. Scott gets insulted claiming it's his daughter until Maggie tells Blake she'll handle this and takes him outside. She tells Scott that he can't just show up whenever he wants, especially when her husband is literally a cop. Scott responds that he just got out of San Quentin today and wants to be there for Cassie, Maggie explains she knows that and Cassie wants her father too. But he has to pay child support and prove that it's going to be different this time around, she won't go through that again. Scott asks her what if he can find a job and Maggie confirms then they'll be able to discuss visitation rights.

At a restaurant that night, Eli and Janet are sitting together with drinks and discuss how the Pym Particles would need a specialized suit to function to their full potential, like what Ant-Man had. Janet agrees and their table is soon joined by Michael Tan. Who Van Dyne introduces as an animal biologist specializing in Apiculture. Tan says he's heard about Starr's work with Pym Particles and is intrigued by the concept. Eli asks what this has to do with anything, respectfully size manipulation would be something that could be achieved through quantum physics, not biology. Michael tells him he's being a big "dummy" who's missing the point. Insects have shrunken tremendously in their evolution, nothing else is like it on Earth. If you need an example of Pym Particles in nature, look no further than them. Starr understands what Michael is saying, if they look into the DNA of these bugs they can find the genetic key to shrinking. Janet tells him exactly and they have an idea of which bug to narrow down on, she tells Tan to show him and he pulls up a picture of a literal yellow jacket on his phone. Eli says it's a nice coat but he doesn't see how it answers the question, Tan realizes he made a mistake and shows a Yellow Jacket Bee instead. Janet explains they make their own suit and with Michael Tan's help base its design off of a Yellow Jacket.

Starr claims that he wouldn't even know where to start with something like this. He’s barely closer to figuring any of this out than he was fifteen years ago. Janet tells him he has to think of something, or else it’s going to be another fifteen at least. Meanwhile, Scott Lang is with Pedro in the apartment talking to his other roommates, Charlie and Valentin. Scott asks if they're seriously planning something illegal again and Pedro confirms that they are. Lang tells them not to get caught or else he'll be homeless. Charlie says once he works his magic, they'll all be able to move out of this crappy ass place and he won't be judging then. Scott responds telling them to have fun, but he's going to make money the right way, informing them he just got a new job. Valentin asks how much it will pay and Scott quietly tells him "enough". He then goes into his room and does the math about how much he'll need to work in order to get his own apartment and pay child support, saying under his breath how he can do this.

Act 1

It then shows him working his new job at Baskin Robbins the next day until being called into the Manager's Office, who reveals he found out Scott's criminal record and proceeds to fire him. He returns to the apartment that night until seeing Pedro sitting with Eli Starr who claims he was waiting for him. Scott asks who this is and Pedro tells an exaggerated and convoluted story about how he went around town looking for work until getting indirectly contacted by Starr. Lang is overwhelmed by the details and Eli summarizes that he wants to make him a business proposition. He continues on saying he's heard of Scott's reputation, the thief with the Masters degree in Engineering. Going over all of his crimes, Starr says he thinks he can put Lang's burglary talents to good use. Scott tells him he's clean now and rejects the offer but Eli proceeds to ask how the job search has been going, he says nothing and Starr insists he knows about his situation, how hard divorced life can be. That he promises if he just does what he's good at one more time he'll give him enough of a pay day he won't have to worry about ever missing out on his daughter's life again. Lang heeds his words simply asking what he wants.

Eli explains to him that he and his roommates will form a crew to break into a mansion at these specific coordinates. Once inside, he needs Scott Lang to get into the safe and empty it. Easy as pie. Valentin explains how he's going to be the hacker, Charlie adds on he's the getaway driver and Pedro will be on coms to guide Scott the entire way. It then does a montage of them spending the next couple days setting up until the night of the robbery. Everything goes as planned and Scott uses his knowledge of science to get into the safe, only to bizarrely find nothing inside except for what appears to be an old motorcycle suit.

Pedro tells him to just take it and run, who cares as long they're all getting paid for it. Scott takes the suit and begins to walk out until being confronted by an elderly Hank Pym holding a knife, who tells him to give the suit back and he'll let him walk. Scott proceeds to simply run away and tries to escape out the window, but with his hands being full from the suit can't open it. He tries to remedy the problem by physically wearing the suit and escaping. While outside Scott starts running clenching his fists pressing the buttons on each hand of the suit before miraculously shrinking down to a half inch in between the blades of grass. Lang starts freaking out while Hank Pym begins speaking to him through the helmet's built in microphones. At that miniature size he starts running through the streets until a car zooms by and runs him over. Being so small he rolls with the tire until the kinetic energy sends Scott flying into a nightclub where he lands on a Vinyl record before falling onto the ground and eventually the house below it. Once there, he notices he's in a bathtub which someone turns on as he starts floating on the water before jumping into the living room and gets vacuumed. After shooting out the bag he lands in the vents and get chased by a rat. Finally, Lang manages to escape by jumping a great height and passing out mid air.

Janet Van Dyne is sleeping until she suddenly gets a phone call. After turning a lamp on she picks only for Hank Pym to be revealed at the end of the line. He says how he didn’t think she would stoop so low as to send thief to steal from him, he thought they had come to an understanding. Janet says she has no idea what he's talking about, but Hank doesn't believe her, informing Van Dyne that he just called the police to have her accomplices arrested. It then shows outside the Pym Mansion where Pedro, Charlie, and Valentin try to contact Scott who isn't picking up until the police bust their doors open and arrest all three of them. It then shows Lang wake up in a strange bed (where he wonders who dressed him in pajamas) and Hank is revealed to be standing by the bedside with a legion of fire ants covering the ground. Scott asks who he is and Hank introduces himself before asking Lang why he tried to steal from him. Scott claims that he won’t tell Hank anything, but he starts sending the ants to crawl up the bed and in fear Lang confesses some guy named Eli Starr sent him. Hank realizing Eli is involved in this too begins to become upset. Scott asks him why and he explains that he and a couple Scientists at Cross Technologies had a falling out years ago trying to understand a project he was working on. Scott claims he didn’t know about any of this, he just needed some money to pay child support and see his daughter.

Hank realizing Scott is harmless lets him go moving the ants from the bedside. Scott however follows him and asks what was up with that suit and Hank tells him it's not important. Lang however insists it is, considering it made him the size of a tic tac. Hank claims it was nothing, an optical illusion created by opioids released from the suit. Scott says he can deny it all he wants, but he can easily blab to Starr about everything he saw. Hank argues he could easily just kill him before he walks out the door but Lang calls out his bluff saying he spent nearly a decade behind bars, if he had the guts to kill him he would've done it already. Pym sighs and rhetorically says to himself what does he have to lose, he then asks Scott if he knows about superheroes. Lang says "like, the Avengers?" and Pym responds sort of, but before their time he was a superhero named Ant-Man with the power to shrink, and what he stole last night, was his old suit. Scott finds the name "Ant-Man" silly and Hank tells him to stop, it was a different time. He leads Scott into his hidden lab and explains how in the 1980s he used to be a young myrmecologist. Scott asks what that is and Hank explains it's a scientist who specializes in the study of ants. Their brainwaves, behaviors, attitudes, the works. But one area that especially fascinated him was their size, all other insects shrunk over the years and were mostly the same all things considered. But ants by far had the most diversity in how big or small they could become.

To get a better understanding of this he began studying theoretical physics in addition to biology, only to eventually come across the culprit behind everything, a series of particles that control the size of every object in the observable universe. When he created technology to manipulate these particles he could actually bypass the square-cube law. Scott comments how that's amazing and Hank says he can make an object shrink scaled to its new size, proceeding to pick up a couch that he shrunk, or shrink an object but keep its density consistent. He then uses a desk as an example, which Scott can't budge despite being as small as the couch. Scott asks Hank why he’s telling him this and Pym explains to him this was all discovered during the end of the Cold War. He fought in Vietnam, he spent his whole life hearing about Mutually Assured Destruction and how devastating the Nuclear Bomb could be to the world. He has to keep these Pym Particles contained and regulated under all costs, especially from people like Eli Starr. Scott understands, but then asks why he can’t just use it for good on his own terms. He claims he tried to, that’s what Ant-Man was supposed to be, when he was his age Hank explains he took the fight to Communism with that suit and an army of ants. But he's retired now... and hasn't done anything since. Lang asks why he stopped and Hank tells him it doesn't matter.

Scott asks what if he became Ant-Man. Hank asks if he listened to a word he said, the only reason he showed him all of this is to give Scott an incentive to keep his mouth shut and Lang claims he will, but that superheroes have been coming out the wazoo these last few years, these Pym Particles are a once in a lifetime discovery. He's had a rough few years but he’s trying to turn himself around, be the hero his daughter thinks he is. Hank is skeptical but Scott mentions that he already has experience using the suit, and he doesn’t mean to brag, but he did a pretty good job with it. Hank realizes that if Starr is going after Pym Particles again he's going to need some help getting everything under control. He agrees to make a deal with Scott, he'll teach him how to use the suit, but he has it only as a means to keep the Pym Particles a secret. Scott tells him it's a deal. He then asks what happened to his roommates last night and Hank explains that he sorta called the police on them, Scott sharply replies he's staying in the guest room then.

At the police station, Blake Burdick begins interrogating Charlie, Valentin, and Pedro about the nature of their crime. They either completely misinterpret the questions or straight up insult Blake anytime he tries to ask them. Pedro tells another of his exaggerated stories and unfortunately implies Scott Lang was involved. Blake walks outside and tells his partner he'll find the evidence to bring Scott in, Maggie and Cassie are going to be so disappointed if he's really back at it again. At the Cross Technologies lab, Michael Tan is admiring his Bee specimens and claims that he used to read them bedtime stories to help them sleep, Eli Starr says he can't tell if he's joking or not. Suddenly, Janet Van Dyne storms inside furiously saying that Eli was out of line for hiring thieves to steal from Hank Pym. Michael apologizes and Starr responds saying he figured out years ago Pym has to be Ant-Man and probably still makes Pym Particles. She was the one who told him to get creative, his suit could be the cheat sheet they need to perfect the Yellow Jacket. Janet says all the men he hired got busted by the police. Starr blows up at her saying maybe she should just stay in corporate politics if the scientific method is too scary for her. Janet tells him he doesn't know anything about how far she'll go for this, but someone has to clean up his mess.

Act 2

Back at the Pym mansion, Scott puts on the suit again. Hank explains that an essential part of being Ant-Man isn't just the shrinking, it's being able to use ants to help out in the field. Scott clarifies that he talks to ants and Hank says that he doesn't literally talk to them, he stimulates their olfactory nerves to influence them to perform specific commands. He gives Scott his Communication head piece and tells him to try it, but he can't make the ants do anything. Suddenly, they hear a knock on the door and Hank tells Scott to hide and he goes into the other room. Pym answers the door only to see Janet Van Dyne on the other side, who apologizes to him for what happened claiming she had no idea. Janet asks if she can come inside and Hank reluctantly welcomes it. Scott then gets the idea to listen in on them before shrinking down and jumping onto a night table. They both have a seat and Janet claims she wasn't happy with their last conversation but she respects his decision, Pym thanks her and tells Van Dyne to keep an eye on her employees, Cross Technologies hasn't been so understanding in the past. Janet is about to say something before stopping and awkwardly asking if she can "use the bathroom".

Hank tells her sure and Janet gets up while secretly grabbing Scott and taking him into the bathroom with her. He enlarges inside and before he can speak Janet tells him not to talk, she's working with Starr and knows what he's doing. It's a good idea to try and cozy up to Hank and then take the suit from him. Once it's delivered their agreement will still be honored. Lang tells her he's actually trying to work with Hank here, do something good with the Ant-Man legacy, and doesn’t want to spoil it for a few bucks like he always does. Janet says that he can't be serious, playing house with Pym won't pay the bills, the ones he needs to see his daughter again. Scott insists they're going to work something out, and Janet tells him to listen, life isn't fair and sometimes you have to get your hands dirty to do the right thing. She then says he doesn't have to make a decision now, but if he comes to his senses she'll be at the number Eli gave him. Van Dyne gets out of the bathroom and Scott shrinks down on the drawer again before enlarging once Janet leaves.

Lang then tells Pym how he was thinking, Starr offered him a big pay day for the suit and he needed that money. Pym asks him if he's really thinking about his financial well being when he tried to steal from him. Lang says it's big a deal to him and Pym replies once this is all under control they'll discuss compensation. He points out it's still training time and they begin do exercises where he learns how to strategically use his shrinking abilities and enhanced strength while small to the best degree. Hank then goes over all the ants and how each species has unique capabilities. In the middle of training Lang is messing around with the Ant-Man's suit regulator until Hank asks what he's doing, Scott explains that he has some ideas for improvements and more ways to weaponize the Pym Particles, Hank cuts him off telling him to never mess with the mechanics of the suit. If he accidentally causes the regulator to malfunction the particles will reproduce infinitely which will lead to him getting so small he'll go subatomic, and still keep shrinking for all eternity. They continue the training for the next couple of days with Lang beginning to show improvements. At the Burdick house, Blake is talking to Maggie about how he knows Scott was involved with the break in but that none of his friends are giving him up. Maggie starts to disappointingly say how she thought it was really going to be different this time, Blake hugs her and Cassie walks in asking what's wrong. Blake is honest and says her Dad was doing something he wasn't supposed to and he's trying to put him in a "time out". Cassie proceeds to angrily yell out that she hopes they don't catch him!

Back at the Pym Mansion, Hank says that he thinks Scott's ready for his first mission. Cross Technologies has a small warehouse where they store and experiment on future projects. There's no doubt Starr is probably keeping something on his Pym Particle research there. Lang asks what he's going to do and Hank says steal them, Scott proceeds to rolls his eyes muttering of course. That night he gets on the mansion roof and through the helmet microphone Hank tells Scott how to get on top of one of the ants and begin flying it. Ant-Man does as told and begins souring through the sky over San Francisco but as he begins to enjoy himself starts having a hard time controlling the ant and flies to a lower altitude, proceeding to go inside of a cable car before being casually flicked off by multiple people. Hank loses his patience and tells Scott he clearly doesn't have ant control down. Soon, another ant approaches with a camera attached to it. Ant-Man is irritated Hank was spying on him with that camera but Pym points out it's a good thing he did and instructs Scott to abandon his ant and mount the one with the camera that Hank will control and lead to the warehouse. Once he gets there, Ant-Man is able to sneak inside and begins going through all the stuff. He claims that it's just junk and useless formulas, they aren't close to cracking Pym Particles at all. Scott then sees Michael Tan come in before pulling out a prototype Yellow Jacket suit from storage along with a hive of bees proceeding to begin work on them.

Ant-Man tells Hank what he's seeing and how Starr must be trying to make his own Ant-Man suit, except they're using Bees instead of ants. Hank comments how stupid that is and that Scott needs to disable it. Tan leaves to go get some more tools and Ant-Man gets inside the Yellow Jacket suit noting to Hank that the machinery is advanced and with Titanium coating and energy pulse stingers. Suddenly, Michael Tan opens the suit hatch making eye contact with Ant-Man. Scott quickly punches him and begins trying to escape. Tan responds by putting on his own designed head piece and sending his Swarm of Bees after him. As Scott is escaping with the ants they begin getting killed by the Swarm, Hank tries to talk him through it but Lang is too terrified by the giant insects that he falls into a briefcase that accidentally shuts trapping him inside. The bees start attacking it but Ant-Man is fortunately able to break out while shrinking enough to escape through the door's keyhole. Scott then shows up back at the Mansion and Hank Pym is angry over how terrible that went, telling Lang he's the worst thief he has ever met in his life! Ant-Man tells Pym to calm down and he refuses while saying not only did he royally screw up but Eli Starr is trying to copy his suit. It's bad enough he tried to steal the Pym Particles, he has take everything else to his name too. He tells Scott to go up to his room, Lang responds that he isn't his father but Hank yells for him to do it now!

At the warehouse the next morning, Eli is being informed by Tan about what happened. He's surprised thinking that Hank is back in action again after all these years, they must be getting close to cracking this with the Yellow Jacket and it's spooking him. Eli tells Michael to start working overtime into his Bees and not stop until they finish this by replicating the Pym Particle. They're so close he can taste it! At the Burdick house, Cassie is eating breakfast and asks Maggie if Scott is a bad person, and she insists that he isn’t, just confused sometimes. It then shows Lang in his room watching them through an ant with a camera on its back, he becomes upset that they'd even need to have a discussion like that. He goes downstairs into the mansion lab and tells Hank they can't just keep ignoring each other all day, he still wants to be Ant-Man. Pym tells Scott there's only one option left, burning everything they saw last night to the ground. If Starr made the Yellow Jacket suit the way he thinks he did it has to function from an internal radio wave transmitter. If they used a Signal Decoy to reroute the system the suit would fry its own hardware. Scott points out breaking their prototypes would start them back from scratch. Pym tells him the only problem is he doesn't have a Signal Decoy on him at the moment, but he knows somewhere Ant-Man could get one.

Hours later, it shows Scott in the suit shrunken and stored away on a plane where he asks Hank why couldn't just fly an ant to this place. Pym explains that after his last debacle he doesn't trust him with the ants anymore and then comments how that wouldn't be practical, asking if he knows how far upstate New York is from San Francisco. Scott notes his words and flies down before noticing the place he needs to steal the Signal Decoy from is an Avengers Facility. Scott tells him he's turning around, but Hank insists no one is going to be home, he just needs to go in, take the Decoy, and leave. Ant-Man lands on the roof while talking to himself saying everything is cool, the Avengers have better things to do than waste their time on him anyway. Right after saying that though, Iron Man himself lands on the rooftop and has Friday scan the area, while Scott begins panicking and Hank tells him to stay calm and not move a muscle. Friday detects a life form in the vicinity but her sensors can't track it. Tony comments that here he was thinking it was going to be a quiet day. He then shouts out he knows someone is here and to show themselves or else he's going to send Vision after them, and he gets really comfortable with his phasing.

Ant-Man enlarges after hearing that despite Hank's warning and opens his mask, introducing himself to Iron Man. Tony says he remembers Ant-Man from when he was in High School and Scott reluctantly says "that's... me". Stark becomes suspicious again saying either he was twelve years old when he was fighting the Russians or he's lying like a rug. Iron Man then gets his plasma blaster ready and says "Ant-Man" needs to come with him right now. Lang knowing he can't get caught quickly shrinks down again and tries to run away with Iron Man hot on his trail. Friday is able to detect him and the two heroes begin to fight. Scott though is able to go into Iron Man's suit and disable some of his systems while quickly stealing the Signal Decoy. After escaping, Tony Stark tells Friday to pull up all the records S.H.I.E.L.D. has on anyone named Ant-Man. At the Cross Technologies headquarters it shows Janet Van Dyne illustrating the progress her team has been making on Pym Particle and Yellow Jacket research. She emphasizes to them that this is the way of the future, Cross Technologies just has to endorse it. Sonny Burch asks if they've cracked shrinking yet, Janet bluntly tells him they didn't but if they just give them a little more time... Sonny cuts off her stating the board has already made their stance very clear, they're not interested in half a breakthrough, that she and Starr shouldn't make promises they can't keep.

As everyone leaves, Van Dyne calls Scott Lang and checks in on him. Asking him if they can touch base again and he quickly says yes, telling her he'd love to, he can't stand another second listening to Hank rant at him and could use some human contact. Later, Scott and Janet drive around the city together and are then shown sitting in the front seat parked and relaxing. Scott makes small talk and Janet bluntly begs him to please give the Pym Particle formula to her. Lang tells her he can't do that and Janet says that Hank is manipulating him, this isn't being a hero. Risking his life just to satisfy another man's ego, stopping real good for coming into the world. Scott asks her if she really thinks giving the Ant-Man suit to Eli Starr would be any better and she tells him it's the holy grail of scientific advancement. Van Dyne then starts to cry saying it could've saved him. Scott asks who she's talking about and Janet explains her father, Vernon, he had cancer but wasn't responding to Chemo therapy. She researched everything she could to find a way to save him and came upon the Pym Particle research in the archives. If Pym had given up his secret and mass produced the Pym Particles they could've shrunken something down and targeted her father's cancer directly. They could've saved his and millions of other lives. She brings up how Scott has a daughter and asks what would happen if she had to watch her father die the same way.

Scott tells her he is so sorry. Janet begins to wipe her tears saying he doesn't need to hear this and Lang replies it's not like he hasn't thought about doing it. He's not even that good in the suit, he can barely control the ants. Van Dyne is surprised by that claiming someone as smart as him shouldn't be struggling. He explains that he tries to get them to do stuff but they won't listen. Janet suggests that maybe it's like coding, you have to mean everything you say exactly as you say it, no shortcuts no implication just purpose. Scott asks if she's helping him and Janet says she doesn't want him to get killed out there, he's her friend. Scott smiles hearing that and takes out the headpiece proceeding to summon some ants to control again. He manages to make them crawl up onto the dashboard and have them spin a penny. He and Janet both smile having figured it out while Van Dyne offers to drive him back.

Act 3

Inside the mansion, Hank is holding the Signal Decoy while brainstorming ideas for how to get Ant-Man into the Cross Technologies headquarters. Scott asks him if he's sure this is the right thing to do. They're literally discussing breaking into a company headquarters to destroy billion dollar equipment, the same type of stuff that got him in jail. Hank asks if he's seriously getting cold feet after all this time. Both of them know Starr can't have the Pym Particle, this has to be done. Lang says he's been thinking lately that maybe it doesn't. Maybe the Pym Particle isn't like the nuclear bomb, maybe it won't be used for violence, maybe it could even help people. Hank says he let Scott in, gave him everything he asked for and he's still second guessing him. Lang insists that he's just asking questions and Pym says he's turning against him! Scott gets angry too and asks if he's really so thin skinned he can't handle him even questioning his all encompassing dogma, even after he risked his life infiltrating an Avengers compound for him. Hank adds which he almost screwed up, again! Like everything else in his life. Scott finishes saying he's exactly the same, but unlike him, he wants to make it better. Hank deeply hurt by those subtle words proceeds to punch Scott, who then surprisingly hits him right back in a graceful sucker punch.

Hank tells him he's done and to get the hell out of his house. Lang starts walking out the door and passes by a vile of Pym Particle formula which he quietly takes before leaving. At the Cross Technologies lab, Eli and Janet are going over research plans until Scott abruptly walks in and hands them the beaker, explaining it's the Pym Particle formula. He's a little late, but better than never. Eli responds that depends if it even works. He then takes the beaker and spills a drop onto a testing rat, which effortlessly shrinks as intended. Eli is speechless at the success of it he literally hugs Scott and thanks him for getting it, Janet also showing a smile of approval. Starr begins going on about how they need to call the Shareholders first thing tomorrow, Eli gleefully announces that they've all just made history tonight. That he's going to be on the cover of Time Magazine, students are going to be taught about him in College courses. Scott interrupts his monologue asking about the payment. Eli explains he'll get him their agreed upon sum soon enough, he has connections in the police department too Lang's friends will be out of prison by then.

It then does a montage of Eli working on replicating the Pym Particle formula while working with Michael Tan on the Yellow Jacket and it shows Scott paying Maggie her alimony. Later, Lang is visiting Cassie where she runs to her father hugging him. Blake follows and tells Scott he doesn't know how he did, but he knows he didn't get that money legitimately, and warns Lang he's going to get to the bottom of it. Scott then takes his daughter to a toy store and buys her a stuffed animal. Cassie says how she knew her father was a good guy and never listened to what Blake or her mother said. Scott tells her she shouldn't talk badly about them, knowing in his heart that what they're saying is all true. At Cross Technologies, Eli Starr is showing off to the shareholders videos of the Pym Particle serum shrinking dozens of ordinary appliances. They all appear to be fascinated and Sonny Burch says this is going to mean big things for him. Starr is flattered and puts on a different clip to show them something.

It's a video presentation on the Yellow Jacket revealing it to be a combat suit with potential as a new superweapon. The shareholders all clap and Janet pulls him to the side saying she thought the Yellow Jackets were meant to be used as a means of helping people, not as a weapon of mass destruction. He tells her this is how the research goes, Military efforts were always part of the contract. She claims that she only agreed to this because of what happened with her father, this could kill thousands of people. They have to do something, Eli though insists he's not going to do anything. Pleading that being a man of Science in the world is hard, everyone acts like an invention that doesn't create a literal super soldier isn't impressive. There’s little room for progress with everything that's happening, and Starr isn’t going to pass up the one opportunity he has for a lifetime of success and even Nobel Prize. Janet says she wanted the Pym Particles to save the world, but he just wants to further his own career, no matter what it costs. Eli then says they're done talking about this and goes up to demonstrate, shrinking himself and going inside the first completed Yellow Jacket suit to show all the Shareholders how well it works with human beings.

Scott is waiting inside the Burdick home while Cassie is asleep until he gets a call. It’s from Janet who says she thinks they made a mistake, explaining what's happening with the Yellow Jacket. Scott realizes Hank was right the whole time, they need to fix this. She asks what they can do, they don’t have the suit anymore. Lang says he might be able to get it back... and it doesn't have to do with stealing it! At the Pym Mansion, Scott and Janet knock on the door and Hank opens it. He's about to shut it seeing them before Lang begs for him to be let them in shouting that he was right. Janet agrees and tells him Starr is using the Pym Particles exactly like he said, she was wrong, he was right. Hank tells them he should be the one who's apologizing. They both go inside after him and he says it's about time he tells the truth about why he stopped being Ant-Man. That when he was younger his understanding of Pym Particles were limited, his suit lacked the necessary equipment it has now and the constant size alteration took a toll on his mind, he became aggressive and violent, it caused him to push away everyone in his life. That he was married in his younger years, but being Ant-Man made him have a temper. By the time he realized it was too late, his mind couldn't handle anymore exposure to the Particles, and everyone he cared about was gone. Janet mentions how Michael Tan doesn't know this, the Yellow Jacket suits weren't designed to protect against that. Starr shrunk himself with it earlier today. Pym comments he was already an unstable guy before, this is going to get ugly.

Scott insists to him this is his fault, he made a mistake like he always does giving the serum to that "Egghead" and wants to make it right, that Hank made the Ant-Man suit for a reason. Pym says it's about time Ant-Man did some good again. Lang then adds on that if they're going to successfully pull off a heist on this level, he's going to need a crew. Everyone is silent until Hank realizes he's talking about his roommates. It then shows Pedro Ortiz, Valentin Shatalov, and Charlie Buchanan in the Pym Mansion preparing for the heist with them. Pedro commenting it's not everyday someone gets invited into a house they tried to rob. Scott thanks them all for coming and shows them his ability to shrink, both fascinating and terrifying the ex-cons. After calming down, Janet explains how the Yellow Jacket suit will be sold at the Cross Technologies auction to the highest corporate bidder. They need Valentin to hack into the water pressure so Ant-Man can get inside the building. Pedro will have to go in as a security guard and place the Signal Decoy on the production line of the Yellow Jacket suits and Pym Particles to destroy the supply. Ant-Man will then go into the laser grid protected display case in the main lab to then steal the one remaining vile of Pym Particle serum that's on display. It then shows Pedro, Charlie, and Valentin getting ready while Scott shows Hank his new invention. Claiming the reason he wanted to see the regulator before was because he had an idea. He shows Hank shrink discs he was able to engineer, explaining that they can be thrown at anything and shrink whatever they make contact with, and even return them to normal size by just using the disc again. Pym says nothing, and Scott tells him it's stupid and he'll get rid of them, but Hank speaks up claiming that it's genius.

At the Cross Technologies Auction, Eli Starr is in hallway until running into Hank Pym, claiming that he's surprised to see him here. Pym explains he isn't going to go down without one last fight and will bid for his formula just like everyone else. Eli tells him he's glad he'll be here to see the toys he's worked so hard to keep to himself finally be open for everyone in the playground to share. They both enter the lab and inside Janet introduces Eli to the other bidders, including a representative from the Kronas Corporation in addition to Tony Stark himself, who says he's heard of the Pym Particles and wanted to see it for himself. Starr replies that he personally thinks this could be the next step for the Iron Man suit. He then goes to Janet and thanks her for agreeing to go along with this again, she tells Eli he's a success, and deserves everything that's coming to him. Starr begins to explain the science of the Particles to his guests while Van Dyne activates her com and tells the rest of the crew she and Hank are in and to get started.

Ant-Man begins using a colony of ants to begin carrying him through the sewer system and into the building via bathroom sink. Valentin after getting the water pressure under control begins hacking into the Cross Technologies sever while Pedro makes his way to the building's storage facility with the Signal Decoy. He plants it on the Yellow Jacket suits, before he accidentally runs into Michael Tan. He tells Pedro he doesn't recognize him and the Ortiz claims he was just hired. Michael says he only likes trusted guards around his bees and begins asking him a series of bizarre questions and tries to intimidate him. Pedro almost breaks but Tan seems to think he's legit, all until Ortiz accidentally mutters something under his breath while Tan is leaving that tips him off he's a fraud. He makes a run for it and Michael sends his Swarm of Bees after him. Scott flying on an ant notices what's going on and contacts Hank Pym telling him he needs to control some of Scott's ants again to help Pedro stop Swarm. Pym says that Scott is going to need all the ants to help him get through the vents to the serum, but Lang confirms he has confidence he'll be able to figure out how to get in with half as many.

Hank listens and begins using a handful of bullet ants to battle against Swarm and defend Pedro. During the tour Starr is showing to everyone a shrunken pile of garbage and cargo crates illustrating the economic uses Pym Particles would have for everyday life and resource conservation. They then all notice Hank Pym moving his body in strange ways and Eli asks if he's okay. Hank knowing he couldn't confess what he's doing claims it's Tai Chi. Starr continues the tour and eventually has the fire ants find and start attacking Michael himself who begins running around in pain until running face to face into Michael Tan, knocking him out cold while Pedro is just winded. He gets up and notices all the bees stop attacking and fly off, realizing now he's one of the good guys. Outside, Valentin and Charlie notice Blake Burdick showing up at Cross Technologies claiming to the security he got an anonymous tip of illegal activities going on inside. Scott is frustrated to hear this and tells Valentin to start trying to get the laser grid down and for Charlie to distract Burdick. Through the use of his discs, ants, and cleverness Scott is able to get into the vents and begins making his way to the serum. Meanwhile, Charlie panics for how he can distract Blake and proceeds to run the van right into his police car.

Back in the lab, Eli finishes the tour and asks if there are any questions. Tony Stark says he has one and asks what if these particles got in the hands of their enemies. Starr answers by putting his hand on Tony's shoulder saying they should talk more about this later but Stark coldly shoves it off telling him not to touch him. He goes on to Eli saying innovation needs to have boundaries, ideas need to be controlled. He then asks him what if someone dies because of this, that's on him, and that's a heavy burden to bear. One that took him too long and countless mistakes to realize. Starr responds by laughing and tells Tony he and Hank would have a lot to talk about. But that quite frankly, there are no morals when it comes to science, just progress. If this is really what he thinks he's free to walk right out of the door. Tony then leaves saying this isn't over. Ant-Man is still maneuvering through the vents and tells Valentin to get the laser grid down. Shatalov responds to Scott that it's buffering and almost finished. Charlie is driving the van trying to outrun Burdick until finally getting pulled over. Blake opens the back and tells them to put their hands up, both convicts do as told until Valentin quickly goes to continue finishing the code for the Laser Grid and Blake wrestles Valentin down to stop him.

In the auction, Hank Pym tries to make his bid but the business representatives all start putting out obscene amounts of money. Too much for either Hank or Janet to ever hope to top. Ant-Man finally makes his leap and it cuts back to Valentin who almost doesn't input the final key in time, but uses all his strength to overpower Burdick and does it. Ant-Man slowly lowers down as the representatives outside converse amongst themselves. Scott nearly grabs the serum until it falls through the floor, Starr revealing to have it outside in his hand. Claiming to everyone that this has been a sham, Hank Pym and Janet Van Dyne have conspired to use the Ant-Man technology to steal from him. He tells everyone unfortunately, there won't be a sale tonight due to these dramatic circumstances. He goes to Janet and Hank asking if they really thought they could get away with it. That he didn't know what they were doing this whole time. Why Ant-Man suddenly came back, the recent break ins, he knew from a mile away they'd try to sabotage this. That he and Hank they think the same way! Janet claims it's the Pym Particles, they're making him paranoid and delusional. Eli tells Van Dyne to shut up, he's doing something good here. They're all the bad guys for trying to stop it. He looks at Scott in the container and tells him he expected this from those two anti-scientific charlatans, but him. He took his money and then turned his back on him. He should've known there's no honor amongst thieves, Scott replies saying he isn't a thief anymore, he's a hero. Eli says calling Detective Burdick was risky but clearly paid off, because now their big plan is going to blow up in their faces.

Hank then says his too and tells Pedro to overload the Signal Decoy which he does and it blows up the entire production line of Yellow Jacket suits and all of Cross Technologies' Pym Particle supply. Eli starts to become enraged and calls in security to take them all away. Scott uses an enlarging disc to break out of the case and the fight begins. Janet and Hank fight off the security guards and Eli takes out the first completed Yellow Jacket suit he had stored away in his pocket and uses the display Serum to shrink down and start fighting Scott one on one. Ant-Man and Yellow Jacket brawl inside of a small scale model of a city, Starr telling Lang he will peel that suit off and drag him right back into a cell where he belongs. Janet says they're surrounded noting all the armed security and Hank claims he didn't think he'd have to use it and proceeds to reverse-shrink his tank "keychain" to break apart the entire laboratory. It distracts Blake Burdick outside and allows Valentin and Charlie their chance to escape. Yellow Jacket tells Ant-Man that when they first met he said how much he wanted to see his daughter, that's what he’s going to steal from him, so he knows what it feels like! Ant-Man tells him not to dare but Eli flies out the large opening left by the Tank and Scott summons an ant to fly after him.

Back inside, Swarm starts waking up and notices how the fire from the destroyed suits is beginning to rapidly spread until Iron Man miraculously shows up in full costume easily putting it all out, Michael thanks him for it and he proceeds to knock Swarm out again. In the lab everything is falling apart around Hank and Janet while Iron Man flies over and secures the entire structure, saving it from total collapse as everyone cheers. He then lands and tells Hank he's Ant-Man, Pym confirms that's correct. Janet asks him how he knows and he points out there aren't many other people who carry tanks around. Tony then asks him if the guy he met the other day was his "squire" and Hank responds claiming it's complicated. It shows Ant-Man and Yellow Jacket continuing to battle in flight until crashing outside the Burdick home. There, Eli and Scott battle on a flaming barbecue and a ping pong table before Yellow Jacket uses his energy pulse stinger to fling Scott into a bug-zapper. He's disoriented but fortunately able to slowly regain his composure. Yellow Jacket meanwhile is standing inside the living room with Cassie and Maggie shuttering under him.

Ant-Man jumps inside after him and opens his mask, revealing who he is to his ex-wife and daughter, promising them it's going to be alright. Eli tells Maggie and Cassie that Scott and him worked together because he wanted to be with them again so badly. But that he used him and took away his one chance to be somebody. Scott responds they didn't do anything but Starr insists it's all the same to him now. Blake Burdick in his car is informed by dispatch that there's an incident going on at his house and quickly begins driving over there, giving Valentin and Charlie their chance to escape. Ant-Man and Yellow Jacket both shrink and start fighting on a reclining chair, a remote pressing buttons constantly flipping through the channels, and finally in a toy train set. Burdick eventually shows up and kicks the door down, but he can't get a good shot with Eli so small. Ant-Man tries to throw discs at Yellow Jacket but he blocks all of it. He then gets the idea to rip out Eli's regulator which he does but only before Eli can rip out Scott's causing them to both to both be engorged in self replicating Pym Particles that shrink forever.

Scott notices the world around him begin to change as he gets unimaginably small. When Lang finally stops he's surrounded by a subatomic reality. It's completely silent until Scott sees Yellow Jacket floating aimlessly there too. Eli asks what's wrong with him, saying they're both trapped forever. Scott then feels something in his hand, one of his discs! He puts it into the spot of his now destroyed regulator and tells Starr that this is his prison cell, where he's going to stay as punishment for his crimes. Yellow Jacket screams that he can't just leave him but Scott does and powers up the disc rapidly reversing the shrinking process. In the living room, Cassie and Maggie see Scott suddenly reappear and they all have a group hug. Blake pats him on the back and tells Lang he did a good thing today.

At the Pym Mansion, Hank is amazed Scott actually witnessed a microscopic Underspace first hand. He says Scott should keep the suit, he obviously has a lot more ideas of what to do with it than him. Lang responds to Hank only if he and Janet help him out, he's fallen off the wagon before and is going to need them keep him on track. Janet rolls her eyes claiming the two of them might not be the best influences. Scott laughs at that comment and eventually leaves. Pym telling Van Dyne that he remembers Vernon, they were friends. Janet responds she got what she wanted, they're using Pym Particles to do good in the world. Maybe it's not in the way she originally thought but she still thinks Dad would approve. That night, Lang is eating dinner at the Burdick house and Blake tells him how the cameras at Cross Technologies was acting up and no one saw him there, but he convinced the entire precinct Scott is innocent and was "charged properly". Maggie brings up that even though he might be a superhero, he still does need to get a job, they all agree and Scott says he has someone to talk to about that.

He later meets up to Pedro and asks him what job opportunity he wanted to talk to him about, Scott warning him he won't do anything illegal anymore. Pedro claims this is legit and tells one of his exaggerated stories about how after he and Yellow Jacket flew off Iron Man went and literally bought Cross Technologies right afterwards. He and the board then fired Sonny Burch and discontinued any research into the Pym Particle before asking around for Scott himself. Lang asks why Tony Stark would want to talk to him, they didn't exactly meet on good terms. He then gets a phone call and picks up only to hear Tony on the other line who offers him a job at the new Cross Technologies. Scott quickly accepts it and Tony then asks him, in regards to that "other thing" he does, if Scott's ever heard of the Avengers Initiative.

First End Credits

Teasing Captain America: Civil War

At Cross Technologies, Scott is leading Janet and tells her that he was able to salvage some of Tan's research for the Yellow Jacket suit. Van Dyne asks why they'd even keep it and Lang claims at first he was wondering if it could be used to improve Ant-Man, but then he had another idea, what if he gave it to her. He then opens a vault showing Janet a fully completed Wasp suit that Van Dyne looks over approvingly.

Second End Credits

Teasing Doctor Strange

In the Pym Mansion basement, Hank is putting together a bulletin board of all the research he has concluded about the Underspace and hangs up a picture of a South Asian Monastery with a sticky note on it, which the camera does a close up on revealing it to say Sanctum Sanctorum?


  • Hank Pym was originally a member of the Avengers and the same age as all the other members on Earth-616. He was changed into a mentor figure and a hero of the 1980s to establish the concept of legacy titles.
  • Elihas Starr in the comics had the codename Egghead. This is referenced in the film by Scott Lang describing him as an "Egghead" near the climax.
  • When Sonny Burch references the prototype Pym Particles nearly destroying the Golden Gate bridge he is referring to the end credits scene of The Incredible Hulk 3. Eli follows that up by mentioning floating cities a reference to the events of Avengers: The Ultron Imperative.
  • Pedro Ortiz is loosely based on a 1940s Marvel comics character named Mexican Pete. However, his first name was changed to Pedro due to an overabundance of characters named "Peter" in the Marvel Universe.
  • Valentin Shatalov in the comics is the identity of one of the many Crimson Dynamos fought by Iron Man.
  • Scott tries to steal the Ant-Man suit in the comics because Cassie suffered from a heart defect and needed money for her treatment. This was changed to be that he wants to make enough money to pay his alimony and see her more.
  • The Yellow Jacket suit was never worn by Elihas Starr in the comics. The only time it appeared in the comics was as an alternate identity of Hank Pym. The name and suit were exclusively given to Starr in the film to make him a "dark parallel" to Ant-Man. He was also given energy pulsars, a signature weapon of the third Ant-Man, Eric O'Grady.
  • Vernon Dan Dyne in the comics didn't die of cancer, he was killed by an alternate dimensional monster called the Pilai.
  • Hank Pym implies to have become violent towards his ex-wife due to influence from the Pym Particles. This is a loose reference to his dark history of domestic violence in the Ultimate Comics universe.
  • Swarm on Earth-616's real name is Fritz Von Meyer who's a Nazi. The version that was adapted for the film, Michael Tan, first appeared in the Ultimate Spider-Man Animated Series and built telepathic technology that could manipulate bees.
  • One of the companies who planned to bid on Eli Starr's Pym Particles was the Kronas Corporation. The same organization that acted as a front for the terrorist group A.I.M. in Black Widow and Hawkeye. Implying the organization might still be around.
  • One of the TV shows Ant-Man and Yellow Jacket flipped to while fighting on the remote is a kids show called It's Patsy. Which appeared months later in the MCU based Netflix television show Jessica Drew.
  • Tony Stark asking if Scott has ever heard of the Avengers Initiative is a reference to the end credits scene of Iron Man where Tony himself is that same position being asked by Nick Fury if he's heard of S.H.I.E.L.D.
  • The suit that Scott Lang made for Janet Van Dyne is called the Wasp, a superheroine who in the comics becomes a longtime equal standing partner to Ant-Man.
  • The Sanctum Sanctorum picture Hank Pym placed on the bulletin board is the notorious base of operations for the Marvel Comics superhero Doctor Strange.
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