ByBenjamin Marlatt, writer at

Back in 1989, Dr. Hank Pym (Michael Douglas), the original Ant-Man, resigned from S.H.I.E.L.D. following a mission that resulted in the death of his wife and from learning that organization has been secretly attempting to duplicate the shrinking technology that powers his Ant-Man suit.

Now, in present day, several months after the Sokovia conflict from Avengers: Age of Ultron, Scott Lang (Paul Rudd) has been released from San Quentin State Prison after serving three years for stealing from his former employer. His transition on the outside isn’t as smooth as he’d like – he’s fired from his first post-incarceration job and his ex-wife Maggie (Judy Greer) and her new police officer husband Paxton (Bobby Cannavale) feel he’s not yet stable enough to have visitation rights with his daughter Cassie (Abby Ryder Fortson). After another robbery that leads to him getting arrested once again, Lang is offered a second chance when he’s approached by Pym, who’s been keeping tabs on him for some time, to take over the role of Ant-Man.

Believe it or not, Ant-Man creator Stan Lee was trying to develop a film adaptation as early as the ’80s. However, Disney, who’s now the head of Marvel Studios, got in the way with a similarly themed film of theirs they were developing: Honey, I Shrunk the Kids. Developing still began on an Ant-Man film, but nothing came of it.

Then, at the turn of the 21st century, Shaun of the Dead and Hot Fuzz writer/director Edgar Wright wrote an Ant-Man treatment with writing partner Joe Cornish for Artisan, but the project was turned down ’cause they were looking for something more family oriented. Finally, in 2006, Marvel Studios hired Wright to direct and write their standalone Ant-Man film, with Cornish also attached as a co-writer. After years of holdups and script revisions, the ball got to rolling on pre-production with key roles being cast, but come May of 2014, Marvel dropped a bomb when announcing that after years of involvement on the film, Edgar Wright was backing out as director over creative differences.

In Wright’s place, Marvel brought in Peyton Reed to assume directing duties.

Yes, the oh-so almighty Kevin Feige in his infinite wisdom brought in the director of Bring it On and Yes Man to direct.

To be fair, people felt the same amount of heavy skepticism over Marvel bringing on TV directing brothers Joe and Anthony Russo (Arrested Development, Community) to direct Captain America: The Winter Solider, and look how that turned turned out. Thankfully, Ant-Man also overcomes its low expectations and development hell obstacles.

As a big fan of Edgar Wright, I can only wonder what he would’ve brought to this film, and though Ant-Man is a worthy addition to Marvel, it does have the feel of too many cooks in the kitchen at times. Following Wright’s departure, Adam McKay, one of the last guys in the entire universe I’d consider to help with a Marvel film, was brought in to make some changes to the script, particularly some obligatory Marvel Cinematic Universe tie-ins that Wright wasn’t keen on doing. And that’s what the references, including an Avenger cameo which was McKay’s idea, feel like here – forced and obligatory (though one Avengers reference works like a charm simply ’cause of the smart-ass way Paul Rudd delivers it).

That said, Ant-Man doesn’t get too carried away with the tie-ins and setups for Marvel Phase Three. Given the second-tier status the character has compared to other Marvel Comics properties like Iron Man, Captain America, the Hulk, X-Men and Spider-Man (the latter two owned by Fox and Sony, respectively), that’s a misguided risk they could’ve taken in an effort to remind casual, non-fanboy moviegoers that it’s still part of the MCU that they wisely don’t take.

Even with the references it does have, there’s still an effectively self-contained feel to the film much like Captain America: The Winter Solider and Guardians of the Galaxy, two of the best Marvel films, had. Just like Captain America shook up the “been there, done that” vibe of the Marvel formula by working as a standalone political thriller within the universe, Ant-Man works as a standalone heist flick that has a fun, old school, escapist feel similar to The Rocketeer (the suit is obviously similar, but there are also relationship parallels between Michael Douglas/Paul Rudd and Alan Arkin/Bill Campbell).

It’s nowhere as large-scale as Captain America and Guardians of the Galaxay, but the small-scale scope of the film actually benefits Peyton Reed, who prior to this film only had experience directing rom-coms and cheesy teen flicks. Considering how the odds were undoubtedly stacked against him in following a fan and critic favorite like Edgar Wright, the lack of any broad appeal to the masses the character has and the number of rewrites this film went through, Reed does a fairly remarkable job of holding everything together. The action sequences are competently pieced together, and the visual choreographing of the title character’s size transitioning adds a little more fun and excitement to the proceedings. That, and this film just may earn the grand prize for the looniest climactic fight in the MCU, which involves of all things a toy Thomas and Friends train set.

And, yes, I very much mean that as a compliment.

Also doing their part in selling the little-known franchise to the masses is the talented cast, all of whom turn in standout work even if some don’t have the character richness of other more well-known Marvel properties. Paul Rudd, who always brings great everyman charm and charisma to any role he gets, might not seem like a good superhero fit on paper, but those worries go out the window once you see him in the role as the film is almost able to sit back and coast on just his charm and comic timing alone (most of the comic relief, though, belongs to Michael Pena and Tip “T.I.” Harris who provide just enough laughs without becoming annoying). It feels like forever that Michael Douglas has been on paycheck autopilot, but his performance here is the most fun and energized I’ve seen him in years, and he brings a gravitas to his role that, like other Marvel acting heavies such as Jeff Bridges, William Hurt, Ben Kingsley and Anthony Hopkins, gives the film an extra bit of dramatic punch.

SPOILER ALERTS: Evangeline Lilly and Corey Stoll make do with their parts, despite them being not that well-developed. Lilly benefits from someone as experienced as Douglas to do the heavy lifting with the relationship they share. To be fair, she isn’t a one-and-done deal, and will be back for future films (the post-credits scene will explain why), so hopefully from here on they build on her character.

Stoll is a fine actor and does fine work here, but his character once again exposes Marvel’s Achilles’ heel in creating memorable villains in contrast to the DC films who have assembled some of the most memorable onscreen comic book villains dating back to first two Superman films (Batman Forever and Batman & Robin, of course, notwithstanding). Stoll puts in the effort, but there’s not much for him to work with and a later reveal about Pym particles affecting his brain comes off like a cheap, quick fix that comes out of nowhere to explain his behavior and motives without developing that any further. Of course, Yellowjacket does get to take part in that exciting finale, but aside from that he’s really nothing more than a serviceable villain.

Ant-Man has its faults, but knowing the production issues it went through and what it was up against in terms of proving itself as a film worthy of continuing the Marvel Cinematic Universe timeline to both critics and audiences alike, not being a train wreck would still be considered a success for the film. But Ant-Man rises above being a train wreck avoiding mediocre success and proves itself to be a fun and exciting sci-fi/heist flick thanks to the surprisingly solid direction from Peyton Reed and the winning charm of the always likeable Paul Rudd. Though it may be the Little Engine That Could of the Marvel Universe, it still serves as a fitting bookend to Phase Two.

I give Ant-Man a B+ (★★★).

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