65 Things We Learned On The Set Of Marvel's 'Ant-Man'

On October 9 2014 I visited my first Marvel set. The film was Ant-Man, Marvel Studios' latest gamble and the final film in Phase Two of the company's influential and uber-successful Marvel Cinematic Universe. I mention it was my first Marvel set visit because, like me, Ant-Man represents many firsts for Marvel. It's the first time they've hired a director, Peyton Reed, just weeks before shooting. It's the first time their central hero, Scott Lang (played by Paul Rudd), has a family. It's the first time we'll see a man shrink down to ride on ant. Those are just the tip of the iceberg.

Below, read 65 things we learned over two days — days 37 and 38 of the 74-day shoot — on the Atlanta set of Ant-Man. There's also info from a day spent at ILM on June 15, 2015.

Yellowjacket Ant-Man

1. It's the first film to shoot at Pinewood Atlanta Studios – Remember I said there were a lot of firsts? This is one of the most basic. Ant-Man took up every stage of Pinewood Atlanta Studios, a brand new movie studio in Fayetteville Georgia, about 30 miles outside Atlanta. It's where Captain America: Civil War is currently shooting.

2. Codename: Bigfoot – Marvel films are so big and secret, there's always a code name. Ant-Man's codename was Bigfoot. I mention it because that's the title on almost everything on set: the security passes, call sheet, cameras, the slate. The one place it didn't say "Bigfoot" was on the back of the director's chairs for the big stars. That said "Ant-Man."

3. Scene 197 Part 1: Helicopter battle – Walking onto the stage, we immediately see a large blue screen surrounding the cabin of a very, very plush helicopter. This is the helicopter owned by Darren Cross (Corey Stoll), the villain of the film. He's shooting his gun at something and screams "Did you think you could stop the future with a heist?" Then a voice yells back at him off camera. It's Ant-Man, played by Paul Rudd. "It was never a heist! It was a demolition!" Cross then connects the dots and looks behind him at what we can only imagine is some kind of explosion.

4. Scene 197 Part 2: Previsualization -This helicopter scene is what the crew will be shooting all day while we're on set. To give us a better idea of what we're looking at, Marvel Studios president Kevin Feige gives a little presentation. Feige explains this scene takes places at the beginning of the third act and is the start of the big action finale. Stoll is trying to escape and Ant-Man is going after him. But what's it all going to look like? Feige shows us the entire scene in pre-viz.

Cross is shooting his gun, aiming all over the copter at Ant-Man. The hero is small, jumping around the interior of the helicopter and beating up a bunch of henchmen. Cross's gunfire kills one of the henchmen, and shoots a hole in the window. The air begins rushing out of the cabin, sucking Ant-Man out with it. To keep from flying away, he quickly switches back to full size and grabs a seatbelt still attached to the interior. Ant-Man pulls his way back in. By the time he's back inside, Cross is Yellowjacket (above), a full CG costume with four tentacles that looks like Doc Ock meets Ripley's Powerloader in Aliens. They fight; Yellowjacket can shrink too. The two bang around and end up in a suitcase. The suitcase closes and flies out the window. End of previz.

Feige then explains that the scene continues in the briefcase, as it's falling down to Earth. More on this scene in a bit.

5. Hank Pym links to S.H.I.E.L.D – Speaking with us, Feige explains that Hank Pym, the original Ant-Man played by Michael Douglas, was a spy for S.H.I.E.L.D from the 1960s through the Cold War. And there will be a flashback about it at the beginning of the film.

6. The Wasp is in the Movie – Everyone on set was vague about it but Feige confirmed Wasp is in the movie in some form and we might even see her in a suit. We don't know if it's the original comics version, Janet van Dyne, or Hope van Dyne, played in the film by Evangeline Lilly.

Ant-Man Hank Pym Michael Douglas

7. TimeframeAnt-Man is set a few months after Avengers: Age of Ultron and the events in that film have some effect on this one. As with most of the other movies, Feige says the original release date is a rough estimation of how much time has passed between movies.

8. The Pym Particle has been invented – When Ant-Man starts, Hank Pym has already been Ant-Man. We don't see his origin story and invention, however. The story picks up years later when he's stopped being the hero, the company has passed to his former protégé Cross and his daughter Hope, and he's given the suit to Scott Lang for some specific reasons.

9. The mentor/mentee relationship is important in the film – The relationships between Pym and Cross, as well as Pym and Lang, are crucial to the movie. It's almost a fatherly love triangle as each fights for the approval of their mentor.

10. The first Marvel hero with a family – Thor has brothers, Tony Stark has Jarvis, and now we know more about Hawkeye, but so far in the MCU no main character has really had a family. Scott Lang does. He's got a 6-year-old daughter and an ex-wife (Judy Greer) who is remarried to a cop (Bobby Cannavale). The Lang father/daughter relationship, as well as the one between Hank and Hope, is another big thematic center of the movie.

11. Hank Pym doesn't like superheroes – Maybe it's because he was one, maybe he's cocky, but Hank Pym does not like superheroes in Ant-Man. That disdain is one of the biggest connections in the film to The Avengers. At least, that we were allowed to know about while on set. "Iron Man is silly compared to what's going on in the real world," says Douglas about Pym's attitude.

12. Lang's Ant-Man suit is the same one Pym used – There is only one Ant-Man suit, at least in the world of the movie. (More about the real world in a bit.) In the film, Lang has to break the suit out of a safe so he can use it to help Pym fight Cross.

13. Hank Pym means exposition – Feige joked that Michael Douglas delivers a lot of the film's exposition and explanations of how and why things are in this world, and he would joke with the producers about it.

Ant-Man Ants Marching

14. Scott Lang has been in prison – Early in the movie, Lang has been in prison for 4 or 5 years. When asked what that means for his knowledge of the Avengers, Rudd jokes, "We should probably write that into the movie." Director Peyton Reed later confirmed that the film does answer that question.

15. The most unique finale yet – Every Marvel movie is known for its big action packed finale and Ant-Man will be no different. However, instead of destroying another city Feige said this was their most unique one yet because the whole thing takes place in a girl's bedroom — presumably that of Lang's daughter. Normal objects inside the room will shrink and be enlarged to crazy effect.

16. The ants are this film's Rocket and Groot – Ant-Man, both the movie and the character, has a lot of ants. In the film, hundreds of thousands of CG ants will be at the beck and call of Pym and then Lang. (Real ones were used for reference, nothing more.) Some of those ants will have personalities and become their own characters. One in particular is Lang's "noble steed," the flying ant he calls Ant-Anee (As in "Anthony"). Also, there will be lots of cool visuals using their group mentality including one with wallpaper in Pym's house. Reed says this film will answer in a definitive way that ants are cool and thinks they are way more crucial and interesting than the shrinking aspect of the character.

17. Not all the ants will look real – When researching ants, Feige said they realized up close, they were just a bit too gross and scary. So some of the hair on their bodies has been cut down and the legs made smaller to make them more friendly looking and less menacing.

18. Macrophotography is everything – Unlike Honey I Shrunk the Kids or something like that, Ant-Man isn't using scaled sets. There are no big telephones or plants to make Ant-Man look small. Instead, a full stage at Pinewood was dedicated to macrophotography, another first for a Marvel film. Full crews took specialized cameras, lenses and filmed super super close to real household objects for footage that'll later be used as plates for shots with Ant-Man inserted. More on this soon.

19. Paul Rudd is writing – After Edgar Wright left the film, the script went through many changes. One of the big ones involved Adam McKay coming on board. McKay, a huge comic fan, is best known for comedies like Anchorman, which also starred Rudd. So Rudd joined McKay in sculpting the script and continued to write all the way through shooting. "That was certainly not initially part of the whole thing, for him to write," Douglas said. "I did raise my hand a little bit, because I didn't know Paul that well. I said, 'Excuse me, but the leading actor writing the script? [They said] 'No, no we're watching.' Alright fine."

20. Adventures Through Inner Space homage – Kevin Feige revealed the film would have an homage to the old Disneyland attraction Adventures Through Inner Space. Peyton Reed seemed to hint it would be auditory.

Paul Rudd in Ant-Man

21. Lots of costumes, lots of pieces – Over in the costume department, we're told the team made 13 different Ant-Man suits, and 17 different Ant-Man helmets for the film, each of which consisted of 54 pieces.

22. Scott Lang will make enhancements to the suit – While no one would be specific, the costume team and Paul Rudd confirmed that, as the film goes on, Scott will make some improvements to the suit.

23. Quick changes – It takes Rudd and a team of up to four people less than 15 minutes to put on or take off the suit. Men literally stand next to him with screwdrivers. Corey Stoll, on the other hand, doesn't have to worry about that. His suit is fully CG so it doesn't exist in the real world. It will move much differently than Ant-Man's.

24. Digital lenses – One of the main differences in those 17 helmets is that some have lenses and others don't. For a lot of the film, Rudd will shoot without the lenses in the helmet; they'll be digitally added in later.

25. The suit is fully functional – Though it may look weird, the Ant-Man suit was designed to be a totally working thing. Everything on the mask, belt and back serves a purpose. It also all lights up when a powerpack is added to the back, both in the movie and in real life.

26. Specific shot, specific costume – Over the course of the film, some shots required the costume designers to improvise. If Ant-Man was being dragged, they had to design a belt without a front so one wouldn't get totally messed up. If he was being thrown into a wall, the powerpack had to be remade in rubber, but look like it's metal. Sometimes, they'd have literally minutes to complete such tasks.

Ant-Man dirt

27. 3D printing – Almost everything on the costumes that wasn't fabric was built in a 3D printer, then finished to look real. The team would design something in CAD on their computer, break it into pieces, then print those out and assemble them.

28. The hardest thing Rudd has to do on set was... "Stay away from the craft services table." The actor got in great shape for the role and, as usual, catering on a movie like this is pretty impressive.

29. A vacuum cleaner is a set – Down at the Macro department, we were shown a video of some of the footage shot with their impressive lenses. The footage consisted of ultra closeups of a record player, a bathtub, clothes and more. As stated above, these cameras are shooting on a whole stage of sets, some big, some small. Sometimes, they can get seconds of footage by shooting just 6 inches of a surface. Other times it's more complicated, like when the crew had to shoot a scene which will take place inside a vacuum cleaner. These are digital effects, yes, but practical in a way too. When ants march up to a coffee cup, they actually shot a real coffee cup. It wasn't created in the computer. "Macro is crucial," says Reed. There are "insane calculations" to make sure the lighting, sound and movement are just right and that everything in these shots looks real and tactile.

30. Scene 197 Part 3: The eyes – We're back watching the helicopter scene and now we see Rudd hanging from that aforementioned seatbelt. He's making his eyes almost uncomfortably wide and we hear later its because this is the first time in the movie we'll see his eyes through the lenses.

31. Red button means small – The trigger to make Ant-Man ant sized is a nickel-sized red button at the base of his left pointer finger. It's perfectly accessible by a thumb.

32. Scene 197 Part 4: The big reveal – After seeing Rudd's wide eyes, the team turns to the reverse shot. Here we see Corey Stoll in full mo-cap suit (which is incidentally, black with yellow designs on it making him look like his character). We were told this is the first time the audience will see the full Yellowjacket costume in all its glory. It's also the first time Scott Lang sees it. "It's a big moment," says Reed.

Peyton Reed Ant-Man

33. The spine of the script is the same – Peyton Reed (above) explained that while the "spine" of the script written by Edgar Wright and Joe Cornish is there, this version has a different tone.

34. Age of Ultron fallout – Reed said the only real effect of the fallout at the end of Age of Ultron is how it enforces Pym's bad feelings about superheroes. However, we found out later there is more. (No spoilers here, though.)

35. The old-fashioned style of Hank Pym – Production designer Shepherd Frankel explains that the design of Hank Pym, from his clothes to his home and offices, are all old-school and drawn from another era.

36. Pym Technoligies is Atlanta for San Francisco – Our second day on set wasn't at Pinewood. It was on location at the Georgia Archives Building on Capital Ave. in Atlanta. The look of the building –no windows, very dated – made it a prime place to shoot Pym Technologies. However, in the film, Pym Tech will be located on Treasure Island in San Francisco with a beautiful view of the Bay Bridge.

37. Aerial footage combination - The production shot lots of exterior aerial footage of Treasure Island so that in the final film, the Atlanta location will seamlessly appear to be in San Francisco.

38. Pym Tech exteriors are plentiful – Finkel explains that several scenes, including some action scenes, take place outside Pym Tech so they had to completely redesign the exterior space. They brought in huge molecule sculptures. They put the logo on the street (photos of which, incidentally, hit the Internet the same day we were on set), unwired a bunch of street lamps that were in front to create more space, then added in more lights of their own. The production also added railings, a pool, a full guardhouse complete with gate, office supplies and more. Overall it took about three weeks to get to this point and work will continue for a few more days.

39. Pym Tech or Cross Tech – Though Hank Pym is old school, Darren Cross is not. Concept art of the complete Pym Tech building reveals a Helipad and many modern touches. This is because Cross is the head of the company now, and Pym isn't really involved.

Ant-Man Douglas Stoll

40. A blank slate – The Archives building hasn't been occupied for years, which is why it made a great space for the film. Reed even said it was slowly sinking into the ground and would be demolished in the next few years.

41. The Lobby set – Most of day two's filming takes place in the lobby of Pym Tech (above), which so happens to be the lobby of the Archives building. The design team went nuts in here, adding metal fixtures all over, and huge green granite extensions above some of the doors. There's a massive hand-painted portrait of Hank Pym at one end, a full security desk, and logos everywhere.

42. Scene 100: Part 1 – The scene shot on day 38 (October 10, 2014) was scene 100 of the film, which we heard was near the end of act one, beginning of act two. The scenes featured Corey Stoll in a shiny black suit, Evangeline Lilly sporting an ear-length bob, and Michael Douglas in a sharp maroon suit. A mysterious character played by Martin Donovan was also also in the crowd.

43. Scene 100: Part 2 – Darren Cross has an announcement. After being introduced as the "visionary chairman and CEO," he comes out. "My fellow visionaries, today I'm going to introduce a technology so revolutionary, so monumental, that it'll etch Pym technologies into history. And maybe, you as well." He then shakes hands with a bunch of people in the crowd and the extras follow him deeper into the lobby.

In the back of the lobby stands Hank Pym. His daughter, Hope, walks up. "Hope, I haven't seen you in a long time." "I'm sure Darren will be pleased you're here," she retorts. Just then, Cross makes his way to them. "'Pleased' isn't the word. 'Thrilled' is more like it." "I was surprised to get an invitation from you Darren, what's the occasion?" You'll see, won't he Hope." A beat, "They're ready for you inside," she says. "Ouch," says Cross. I guess old wounds die hard. Don't worry, she's in good hands," he says to Pym.

44. Subtle improv – In later takes of this scene, Stoll's performance will get larger and more comical. He'll add lines such as "Do you hear that? That's the sound of history." Rudd said there was room for improv on the film and this is a good example. Reed got lots of takes of Cross being everything from menacing to charming and even kind of doofish.

45. Martin Donovan – Days before this scene was shot, news broke of Martin Donovan being cast in the film in a crucial role. He's in this scene and it's obvious he has a problem with the whole scenario. He's shooting daggers at Pym as he talks to Cross. Unfortunately, no one would confirm who he was playing. He's important though because one of the next set ups on the above scene perfectly frames his character over the left shoulder of Cross.

46. The 10 Rings – While it may not be visible in the final film, one of the characters in this scene – maybe even a disciple of Donovan's character – has a "10 Rings of the Mandarin" tattoo on the left side of his neck. This raises some big questions, and Hank Pym's "be careful" line to Cross suggests maybe he's just one of several groups angling for this huge advance in technology.

Ant-Man Evangeline Lilly

47. Lilly got more Hope into the movie – Talking to Evangeline Lilly, she reveals once the script was in flux, she met with Paul Rudd in NY and made some suggestions to beef up her character. They were taken into consideration by Rudd, Marvel and others and then implemented into the film.

48. Daddy issues – Hope is a senior lead scientist at Pym Tech. She's on the board of directors and has lots of influence. In fact, it was her vote that ousted Pym from the company several years ago. It's one of the big issues between the two and is part of what she loves abou the character. You never know if she's good or bad. (Though, later footage reveals that may just be the public persona of the character.)

49. Is she Wasp? – Lilly wouldn't say if Hope becomes the Wasp by the end of the film, but she said that "Marvel made her physically capable" and that "almost" all of her action was based in reality, not on green screen. She didn't say "all" of it. But she did say she signed a multi-picture deal.

50. The film has political undertones – A political science buff, Lilly loves how the Marvel Movies have a lot of political subtext. In this film, she believes it explores the notion of absolute power.

51. There's no love triangle – Hope is not happy Hank chose Scott instead of her to be the new Ant-Man and it creates a ton of animosity between them. She said there really isn't a lot of romance in the film, but hinted there was at least a little. Which is odd considering she described her character as "dour and horrible."

52. Cross wants one thing – "He just wants Pym to tell him he's proud of him," says Corey Stoll. That's the reason for everything.

Ant-Man Hank Michael Douglas

53. Cross is aware what he's getting into... – ...with the 10 Rings, Martin Donovan's character and whomever else sitting there. Stoll confirmes his character is well aware what he's doing isn't exactly moral.

54. "How's Your Face" – The line of the day, and maybe the movie, goes to Hank Pym. As he and Cross walk away, he's stopped by Martin Donovan's character. "Long time no see Dr Pym, how's retirement?" "How's your face?" Pym asks him as they shake hands and he walks away. Douglas would later explain. "He insulted my deceased wife in an office [flashback] scene, and it calls for a punch."

55. Michael Douglas plays himself in flashback – Though they hadn't shot it yet, Douglas was looking forward to shooting the aforementioned flashback where he played himself from several decades ago. He wasn't allowed to give specifics but the above Donovan punch was going to be part of it, as would him shaving his beard and goatee. Months later, we'd find out this is the opening scene of the film.

56. Using the Ant-Man suit isn't good for you – The reason Hank gave up being Ant-Man is the constant shrinking and growing isn't good for the human body and it has messed him up.

ILM Stuff

(8 Months Later, Disney flew us to Industrial Light and Magic to meet with Peyton Reed again. There we saw a bunch of footage from the movie, and asked more questions about it.)

57. "Tip Moments" – In the film, Michael Pena plays Scott Lang's former cell mate and current best friend. We saw him in multiple scene and his humor steals the movie. Several of these scenes are "Tip Moments" where he explains how he heard about a particular tip on a crime to be committed. They're very fast edited scenes where Pena's voice over comes out of the mouths of the characters he's describing. It's incredibly funny.

58. Trial by Water – The first time Scott tries on the Ant-Man suit, Hank Pym gives him what he calls a "trial by water." I won't spoil exactly what that means, or what happens in the scene after that, but let's just say Scott's first time in the world of the small is about as disorientating and visually exciting as you'd expect.

Ant-Man Pena TI

59. Old school Disney reference – Another funny Michael Pena moment is when he's helping Scott do a job and decides to whistle a tune. The tune he whistles is "It's a Small World," the theme song to the Disney ride, which is funny for obvious reasons. Reed said many songs were discussed for the character to whistle including songs by Adam Ant.

60. A concert attended by Peyton Reed comes into play – Remember way back in #4, the scene described in the helicopter which then went into a briefcase? Well, we saw the full final scene. It's pretty much as described above but we finally saw what happened when Yellowjacket and Ant-Man end up in the case. There are a lot of familiar gadgets and items you'd expect, including an iPhone. That iPhone is accidentally made to play a song: the live version of Disintegration by The Cure from a 1992 concert at the Rose Bowl. Reed was at that concert and suggested maybe that's why this song was chosen.

61. There are way more Avengers connections than you're expecting – We've seen the TV spots featuring Scott mentioning the Avengers, and we've read the quotes about the role Ant-Man has to play in the overall Marvel Cinematic Universe and the fact he's in Captain America: Civil War. All that said, there's a very cool, very surprising MCU scene in the film we saw but were not allowed to spoil. Suffice to say, it's wonderful and fans are going to freak.

62. Dust is important – To make Ant-Man seem small, the animators and director had to regularly place him on or next to regular-sized objects for points of references. One that was used quite frequently, but probably most invisibly, was dust particles. Peyton Reed called him "their friends."

63. Smaller Than a Muscle Man – When dealing with the effects teams, Reed and his crew would often use common action figures as a frame of reference as to how big Ant-Man looked in a scene, and how different he should look. In earlier iterations, sometimes he looked like a G.I. Joe, a Kenner Star Wars figure, or old school Mego figure. But he had to be smaller. The phrase used was, "smaller than a M.U.S.C.L.E. man."

64. There is a credits sequence – While no one would go into specifics, Reed did confirm there's a credits sequence that may tie into the other films.

65. Ant-Man 2 – Marvel loves their sequels and though there aren't yet plans for a sequel to Ant-Man, Peyton Reed said he hopes that happens and he would absolutely love to come back. Like James Gunn and the Guardians, he feels a certain attachment to the characters, which even lead to a little jealousy when he talked to the Russo Brothers about using Ant-Man in Captain America: Civil War.

Ant-Man fight

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Ant-Man is directed by Peyton Reed, written by Edgar Wright & Joe Cornish and Adam McKay & Paul Rudd. It stars Paul Rudd, Evangeline Lilly, Corey Stoll, Bobby Cannavale, Michael Peña, Tip "T.I." Harris, Wood Harris, Judy Greer, David Dastmalchian and Michael Douglas. The film opens July 17.