Once Upon a Time in San Francisco

A small tube TV is playing a news report. An older jewelry store owner, with white hair and a large white mustache is frantically explaining to a reporter about a robbery at his store. The caption below the man reads, “Gerald Marsh, Marsh’s Jewelry”.

“And so this guy - called himself the ‘Protector’ - next he tells me if I don’t pay him his “protection” fees, he’s gonna “disintegrate” my jewelry, and then, and then… He did! ‘BLAM!’ A blast of smoke from his gun, and where one of my diamonds was, just a pile of diamond dust!”

“And so what did you do next?” the reporter asks.

“Well I paid! I can’t afford to lose my showroom. But it’s extortion I tell ya! And he’s doing it to all of us! Jewelers, pawn shops, cobblers-”

We pan out to see the tv in an empty store front, and the sound of the TV fades into the background. Two people walk in from the back: Scott Lang and Luis.

“I’m telling you Scotty, I think she was really into me!”

We quick cut away to Luis in front of a female security guard with the nametag “Marian”. Luis’ voice continues over the new scene, with the two characters mouthing their lines.

“I was all, ‘Hey, Poundcakes, wanna let me in?’, and she was all, ‘You wanna get in here, into this building?’, and I was like, ‘Yeah…’, and she goes, ‘Yeah, Luis, I can let you into this building.’”

Back in the store front, “Luis… that’s Marian, the security guard at Hank’s lab. It’s literally her job to let people into that building.”

“Yeah… but she let me in”, Luis says with a goofy smile and far off look, “Plus, she winked at me Scotty.”

“Look, I can’t believe any of your stories anymore after you told me the one about that guy who worked at a nuclear plant and got exposed to radiation, but instead of dying gained the ability to see the future in his dreams, and when he dreamed he was going to die the next day, he ran away into the mountains to avoid anything bad happening to him, but 30 seconds before midnight there’s a freak avalanche and he dies! C’mon!” Scott says in one long run-on-sentence, as we cut away to a smash-cut re-enactment of the story.

We return with his “C’mon!” and his face twists in disapproval as he finishes.

“Oh..! Oh! Yeah!?” We cut away to another re-enactment, “And you’re the guy who told me about the space pirates, who got a job attacking a planet of what they thought were tiny, little people, only to be blindsided by giants, because the people who gave them the job were the size of mountains, and just thought they were tiny!”

Back in the shop, “Hey!!! Thor told me that story, and he swore by it!”

“Well, I’m gonna take one of these necklaces after this job and give it to Poundcakes, see what she says!”

Just then, a third voice from the front of the store cuts in, “You know this isn’t a real store, right? You know why we’re here?” Hope van Dyne has arrived in time for the boys’ squabbling. “We’re setting up a fake jewelry store, to hopefully coax the Protector out to extort us too. That way we can learn a little bit more about him.”

“Yeah… but this is X-Con work! We’re doing security work, tracking him. You guys don’t get to jump out and go ‘Pew! Pew!’” Luis eyes Scott and Hope as he gestures finger guns with his sound effects.

“When do we go ‘pew, pew’?? We shrink. That’s literally our only thing… Okay, well she got blasters… and wings, but still! Our thing is shrinking!”

Hope ignores them, “We’ve got to get this place set up, and then it could be days of stake out and undercover work waiting for this guy. Let’s go.” and she tosses them a couple duffle bags of supplies.

We cut back into the store, but now it’s properly furnished and finished as a functional jewelry store. Luis is behind the counter as a jeweler, and Scott and Hope are browsing diamonds as a newly engaged couple. A couple other customers litter the store.

“Oh! I really like this one! It would go really well my flower! You know, the little one that sits in my chest pocket?”

Just then the front door opens up and in walks a large, looming figure. He’s wearing an indigo boilersuit with large, green, metal gloves and boots. The boiler suit runs up covering the bottom half of his face, while the other half is covered by oversized green, metal goggles. His look is topped off with an indigo beret, and a chest holster holding a very bizarre looking gun. It truly is a sight to behold.

“Alright! No sudden movements!” He looks over at the other customers, to Scott and Hope, and then to Luis. “Nobody here is going to get hurt today.” Beat “I’m here to offer my help! ...My protection. These are pretty rough streets you see, and since you’re new in town, I wanted to make sure you felt a little safer!” He steps closer to Luis as he says this.

“Oh, we’re pretty good here, man! Lots of security! Only the best security! Ex-Con Security!” Luis projects that last bit as sort of an advertisement, and Hope gives him a dirty look.

“I don’t think you understand…” Protector pulls out his blaster from its holster, and waves it around animatedly as he talks. As he does this, we also see Scott concentrate on something, and we then get a quick close up of a trail of ants climbing their way up Protector’s boot. “Without my protection, these streets can be very dangerous for shopkeepers such as yourself. It would be a real shame if I couldn’t protect from accidents like this from happening!”

The Protector grabs an adjacent display case with his free hand and knocks it over. Then he raises the gun and points it towards Luis now, whose hands shoot up, “I can even protect you against worse things… like having your precious merchandise reduced to dust!”

He points the gun slightly down and pulls the trigger. A large burst of smoke fills the space, obscuring everyone’s vision/ As it clears, everyone is still where they were, but the display case in front of Luis is smashed open, and where a few gems previously were, is now a large pile of dust.

“I will give you one day to rethink your answer.” The Protector turns and leaves the store.

Hope and Scott gather around Luis. “You okay, Luis??”

“Yeah! I’m great! Did your ants do their, their ant-thing?”

“Yeah, they’re in his suit. We’ll be able to figure out where he goes and see if he’s working with anyone.”

Hope chimes in, “I’m going to take this diamond dust back to the lab. See if we can’t glean anything from it.” She begins wiping it up into a small baggy.

Glean?” Luis and Scott say at the same time.

We cut to Scott and Luis in an undercover van.

Luis is telling Scott a story, "Okay so like," one more re-enactment as Scott tells his story, "it's like 100 years in the future, and this astronaut has to, like, fly Earth's greatest treasure past a buncha space pirates, but they catch him on the radio and catch him and they make him walk the space plank, doomed to die and drift in space forever! And then the space pirates open the box with the treasure, and it's a bomb and they blow up! And then a rescue ship comes to get the astronaut's body, but when they get there, he's completely fine, 'cause he's a robot!"

"Yeah...Yeah! ...Thor might buy that!" Luis encourages him as we cut back to inside the van.

There's movement on a monitor in front of the two. It's a security feed of a camera strapped onto an ant. On the screen, the Protector comes into view in a room, lugging around.

“Oh! We've got movement!" Beat "This definitely looks like a one man crew... I’m gonna call up Hope, fill her in.” Scott picks up a phone and makes a call, putting her on speaker phone. We cut between the two sides of the phone call.

“Hi Scott”


“Hi Hope!” Luis interjects.

“Have the ants given us anything yet?”

“It looks like the ants have settled in somewhere. Just a solo nut-job though. No signs of anyone else. He hasn’t taken off his mask yet either.”

“They can’t make it too easy for us, now, can they?” Hope adds sarcastically.

“No, but there is one thing…” Scott switches the camera feed on the TV, and patches it over to Hope. The new ant is looking at a large pile of diamonds and gems. “It looks like he’s trying to give Thanos a run for his money on bling.”

“It’s funny you should say that. I got the results back on that diamond he disintegrated… Plain old silica. Not carbon. It sounds like that blaster is just a smoke gun, and under the cover of the smoke, our guy is swapping out goods for piles of sand, to make it look like he blew them up…”

“I guess extortion’s not enough, may as well add some robbery on there too!”

“I guess you guys know a little bit about that, eh?” Hope adds poking fun at the two men.

“Hey! We were burglars! Not robbers!” Luis defends. Beat “Uhh… Scotty? What’re your ants up to?”

“Oh! Hope!? Looks like he might be on the move again. He’s holstering his blaster and the ants are getting ready to go! I think he’s going for another score.”

“Okay, Scott! You’ve got this! If he’s working alone, and we know where his base of operations and his stash is there’s no reason not to take him down now.”

“Ah! Scott was just going to teach me a magic trick while we were waiting!”

“You know, sometimes I remember your competent superhero and a member of the Avengers, whose saved the world… but then comments like that make it so easy to forget.”, again poking fun at Scott.

“I love you toooo!” Scott quips back.

We cut to the van pulling up outside a store that says, “Marsh’s Jewelry” across the top.

“This is where the ants took us? Protector has hit this spot already.” Luis says.

“Yeah. He must be doing another round of collecting fees.” Beat “You know the drill. You stay in the van, and let me know if any other shady guys come around. And don’t come in unless it sounds like I absolutely need help, got it?”

“You got it buddy!” Luis gives an enthusiastic thumbs up. Ant-Man shrinks down and slips out of the van.

Ant-Man grows full-size again and enters through the main door. A bell chimes as the door closes behind him. The Protector, behind the main counter, turns around to see.

“Hey, Big Guy, why don’t you pick on someone your own size!”

“Ant-Man! You must be mistaken! I am helping these people! Protecting them!” the Protector feigns innocence.

“Protecting them from your own destruction, you mean?”

“Some of them just need a little push is all, but it’s for their own safety!”

“Is that what you call destroying their property and stealing their merchandise, under the guise of your fake disintegrator? That’s right, I gleaned that it is fake.”

“You confident about that!?” Bluffing, Protector unholsters the gun and points it at Ant-Man. Ant-Man, without missing a beat, shrinks down and begins running towards Protector. He leaps up over the counter, growing as he does, and, full-grown, tackles Protector. The two sprawl out across the ground and wrestle.

Ant-Man shrinks to get out, and Protector scrambles to his feet. He tries to stomp on the tiny Ant-Man with his heavy metal boot, but Ant-Man deftly dodges it. He then grows and punches Protector. Protector tries to retaliate, but Ant-Man shrinks, dodges, grows, and punches Protector again. The Protector tries again, but same result: shrink, dodge, grow, punch.

Ant-Man shrinks again but this time as he grows and goes to go for the punch, Protector turns and catches him just in time. He grabs him by the arms so that Ant-Man can’t get to his controls. Laughing, Protector raises Ant-Man high above his head and tosses him across the store.

While soaring backwards, Ant-Man shrinks down. He lands, tiny, on one foot and one knee, sliding backwards.

Still small, he runs back across the shop, but as he comes around the mountainous counter, the Protector meets with a monstrous vacuum cleaner. Ant-Man is sucked up inside, spinning around inside the dust storm.

“I’ve already done this!” He bursts out of the vacuum bag, dust bursting out with him. Full size, he turns around to face the Protector. He reaches down into the burst vacuum bag and pulls out a handful of dust, and loosely tosses it at the Protector’s face.

“Yeah, not really nice, is it!?”

Protector stumbles back and turns through a doorway into the backroom. Ant-Man shrinks down and follows in pursuit.

In the next room, Protector grabs a glass of water off of a counter and turns, tossing the water at the miniature Ant-Man, with the intention of washing the insect away. Instead though, Ant-Man grows, stopping in place as he takes a gentle splash of water to the chest.

“...Really?” Ant-Man says, incredulous.

Protector continues and runs through into another back room. This time he grabs a pearl necklace on a repair bench, splitting the necklace and littering the beads on the floor as a hazard.

Again, Ant-Man has no problem getting past the amateur boobytraps. He jumps and shrinks in the air, easily clearing the debris.

“Seriously, is this 'Home Alone' or something??”

He lands on the other side, full size once again. The Protector is now backed into the last room, with nowhere else to go. He raises his blaster, pointing it at Ant-Man one more time.

He pulls the trigger and the small room is filled with thick smoke.

Ant-Man shrinks down to the ground, coughing slightly. The thick smoke is starting to settle down to the ground, above him.

“Amelia Anthart! I could use a lift, here!”

A flying ant comes in and Ant-Man swiftly climbs onto its back. “Let’s get a better view of the situation here”, and the two take off just as the smoke reaches the ground. They weave and turn between the thick tendrils of smoke, until finally they break through the top of the cloud.

From above, the top of the Protector’s head is clear, as is a desk fan on the nearby workbench.

“You do what you can to turn that thing on… I’ll take the big guy”, he says to Amelia Anthart. Then he leaps off of the flying ant with a swan dive, growing in size, and crashing down on the brute in the smoke.

Meanwhile, Amelia Anthart flies down to the fan, and with a few other ants knocks a pencil over to hit the power switch on the fan. The smoke clears out and Ant-Man is on top of the Protector, pinning him.

“Let’s see who we got here!”

He pulls off the goggles and hat to reveal the white haired, white mustached, shop owner, Gerald Marsh.

“Mr. Marsh!? Your neighbours are going to be so disappointed in you!”

Ant-Man quickly ties up Marsh to a leg of the work bench before turning to head out the room. As he does, he begins talking into a communicator device, back to Luis.

“Hey Luis! Got ‘im!” You won’t guess who it was!”

“Uh… was it the old man who owns the place?”

“Oh, yeah, you guessed it first try... Nice!! Hey, I guess you can say the case was crystal clear!”

“Nice one Scotty! Yeah, I think that old diamond’s been under a lot of pressure lately!”

“Yeah, he had his own extortion ring goin–”, Scott is cut off just as he was leaving the back, as he slips on the spilt pearl beads he forgot about, landing flat on his back with a thud.



Scott rolls around a bit, holding his back. The door chimes and we hear footsteps as Luis finds his way to Scott.

“Oh no! Ant-Man! I’ll save you!” Luis reaches down and grabs Ant-Man by the wrist and begins to pull him up.

We smash cut away to a security guard, Marian.

“Wait, so the old man was running an extortion gig on the local businesses, and robbed his own place to divert suspicion?”

She’s talking to Luis. “Yeah!!! Crazy, eh? He wore platform shoes and mechanically controlled rods and springs to perform his feats of strength! But did you catch the part about me saving Ant-Man??”

“Oh, I caught that”, she says with a smile.

“Oh but, like, everyone’s names were changed for their protection, right? Like none of those names were real. You got that, right?” Luis fumbles.

“Ohh…. so that wasn’t Scotty – Mr. Lang – or Ms. van Dyne??? And your name’s not really Luis!”, Marian says facetiously.

“Oh, no, yeah, my name’s Luis!” Luis says with a stupid smile.


“I got you this, too!” He holds up a necklace. She smiles and sweetly and accepts it as we close out.

  • In the comics, Mirian Pouncy was an on-again-off-again criminal who joined Pym Labs as a bodyguard, as a way to redeem herself.
  • The stories about Harry Fiske and the Star Raiders were two stand-alone showcases ("Afraid to Dream!" and "The Star Raiders") that appeared in Tales to Astonish Vol 1 37, after Ant-Man's story (Trapped by the Protector!") that the one-shot is based off of.
  • The story that Scott and Luis make up about John Brett to try and fool Thor comes from a showcase ("I Was a Decoy for Pildorr the Plunderer from Outer Space!") from Strange Tales Vol 1 94.
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