Marvel Studios
When director Peyton Reed started outlining plans for his third Ant-Man movie, he decided to go big — by going very, very, very small.
With 2015’s Ant-Man and 2018’s Ant-Man and the Wasp, Reed carved out his own tiny, irreverent corner of the Marvel Cinematic Universe, introducing Paul Rudd as ex-con-turned-hero Scott Lang and Evangeline Lilly as the brilliant businesswoman Hope Van Dyne. As their fellow Avengers faced off against towering gods and monsters, Scott and Hope found their own charming, small-scale groove, operating in what Reed calls the “margins of the MCU.” (It’s certainly the only superhero franchise where the hero gets fired from Baskin Robbins, and the climactic final battle occurs on a kids’ train set.)
But with the third film, the trilogy-ender Quantumania, Reed decided he was tired of being Marvel’s “palate cleanser.” Instead, the director wanted to, ahem, up the ante.
“The worst sin you can commit for any movie, especially for Marvel movies, is to repeat what’s been done before,” Reed explains, speaking to EW at the Beverly Wilshire Hotel in Los Angeles, one day after the film’s premiere. “I wanted to make the third one as whacked-out and as insane as we could.”
The result is the decidedly whacked-out and insane Ant-Man and the Wasp: Quantumania (out Friday). The film follows Scott and Hope as they’re trapped in the Quantum Realm, the microscopic fantasy world that’s been teased throughout the franchise. Together with Scott’s now-adult daughter Cassie Lang (played by Freaky’s Kathryn Newton) and Hope’s parents, Hank Pym (Michael Douglas) and Janet Van Dyne (Michelle Pfeiffer), these tiny heroes have to find their way home, dodging otherworldly creatures and one particularly sinister villain. (More on him in a minute.)
Reed describes the film as a trippy odyssey, comparing it to Dorothy’s journey through Oz or Frodo’s trek through Middle-earth. “For me, I loved being able to paint on a bigger canvas and create this incredible world that didn’t owe to any other part of the Marvel Cinematic Universe,” the 58-year-old director explains.
“I heard Peyton say before we started, basically: ‘I want to finally go big like those other Marvel pictures,'” Douglas, 78, adds. “I’m thinking, ‘I don’t know, man.’ I thought he did a lot with the first and second ones with all these effects. But this was just spectacular.”
Marvel Studios Evangeline Lilly and Paul Rudd in ‘Quantumania’
The stakes have never been bigger — not just for Ant-Man but the wider Marvel universe, too. Quantumania is the first film in Phase 5, the terminology Marvel uses to categorize its ever-expanding library of movies and TV shows. (Quantumania, if you’re wondering, is film No. 31.) If Phase 4 was about resetting and introducing new characters after the shakeup of 2019’s Avengers: Endgame, Phase 5 is about looking forward.
Perhaps the biggest game-changer is how Quantumania officially introduces Kang the Conqueror, the notorious comic book baddie, played by Lovecraft Country’s Jonathan Majors. A variant of Kang popped up in the season 1 finale of Loki on Disney+, and now an even more malevolent version is here to make trouble in the Quantum Realm. He’ll also continue to cause mischief throughout the MCU, culminating with 2025’s Avengers: The Kang Dynasty and 2026’s Avengers: Secret Wars.
“For years, we’ve always had the inkling that Kang would be an amazing follow-up to Thanos,” teases Marvel Studios president Kevin Feige, who spoke at length about Phase 5 exclusively with EW. “He’s got that equal stature in the comics, but he’s a completely different villain.”
That’s big pressure for Marvel’s smallest heroes. Not only does Quantumania need to serve as a satisfying trilogy-ender for Ant-Man and Co., but it must also set up the next several years of storytelling, anchored by Majors’ nefarious, time-traveling villain. If all goes well, it won’t just be one small step for Ant-Man. It’ll be one giant leap for the entire MCU.
Speaking to EW in early February, Rudd can’t help but feel a little reflective. Even at the end of a long day of press after a late night celebrating the Quantumania world premiere, the 53-year-old actor is as cheery (and ageless) as ever. It’s been nearly a decade since he was first cast as the fast-talking, light-fingered Scott, who trades a career as a petty thief for life as a hero. At the time, Rudd was best known for roles in comedy classics like Clueless, Anchorman: The Legend of Ron Burgundy, and Wet Hot American Summer. Now, he notes, he’s forever associated with the Marvel pantheon — something he calls a “real honor” but also a bit of a “mind-bender.”
“I didn’t know when I started that we would be here, these many years later, talking about the third installment,” Rudd says with a slight sense of amazement. “It’s been a really cool ride.”
It felt like the fantasy of what you imagine it’s like to make a movie when you’re a little child came true on that set.
—Evangeline Lilly
Over the course of headlining two movies and multiple appearances in other Marvel flicks, Rudd has evolved Scott from awkward cat burglar to bona fide superhero. When Quantumania begins, he’s still reveling in his newfound celebrity as an Avenger. Scott has also written a memoir about how he and the team defeated Thanos, with a blurb by Bruce Banner. (It’s a real book, complete with plenty of insect-related puns, and it’s available to preorder on Amazon.)
His partner, Wasp, has also experienced some major growth: “She has gone from being an isolated, cold, detached businesswoman to having healed her relationship with her father, reunited with her long-lost mother, fallen in love, become a stepmother, and become the head of a multi-conglomerate company that’s saving the world,” notes Lilly, 43. “And she became an Avenger who saved the world from Thanos. There’s been a lot of change in this woman’s life in six hours of entertainment!”
Much of the film focuses on Scott and Hope’s relationship with Cassie, who’s grown into a young adult while her father was AWOL for most of her teenage years. (Thanks, Thanos.) Even with all the psychedelic visuals and tripped-out shenanigans of the Quantum Realm, Reed wanted to anchor Quantumania as a story of family, following Scott and Cassie as they try to make up for lost time.
Jay Maidment/Marvel Studios Kathryn Newton and Paul Rudd in ‘Quantumania’
Newton is best known for her roles in Big Little Lies, Blockers, and Detective Pikachu. The 26-year-old is also an athlete and expert-level golfer: At one point, she was set to compete in the 2012 U.S. Women’s Open, before landing a breakout role in Paranormal Activity 4. While her golf skills didn’t prove useful in the Quantum Realm, Newton jumped at the chance to do as many of her own stunts as possible. (Except the shrinking, she notes, sadly. That required CGI.) Like Cassie, Newton has wanted to be a superhero for years, and she brought the same sense of wide-eyed enthusiasm to set. But she says the similarities stop there. “I’m a little more shy than Cassie,” Newton says with a laugh. “People don’t think I’m shy because of the outfits I wear, but that’s just because I’m from Miami.”
Newton says she quickly fit into the Ant family and fondly recalls shooting an early dinner scene with Rudd, Lilly, Douglas, and Pfeiffer, where the five of them traded jokes over Pym Particle-enhanced pizza. “You can feel that we all like each other,” Newton explains. “They were all making me laugh, and I made them laugh, too. That was a great thing. It’s definitely a win when you can make Paul Rudd laugh. He’s the master of not breaking.”
Jay Maidment/Marvel Studios Michael Douglas, Michelle Pfeiffer, and Evangeline Lilly in ‘Quantumania’
But it doesn’t take long for Quantumania to take a turn as the newly reunited family is sucked into the Quantum Realm, a development that allows Pfeiffer, 64, to take on an expanded role. Her Janet Van Dyne spent three decades stranded in the subatomic dimension, and while she’s not too happy to be trapped again, she proves to be an invaluable source of information, helping her family navigate the hostile landscape — handily taking out dozens of Kang’s minions.
“I love doing that kind of thing, and I worked with the stunt coordinators quite a bit,” says Pfeiffer, who, as a former Catwoman, is no stranger to superhero stunts. “You have your stunt doubles, but it’s really fun to be able to do as much of it on your own as you can. It’s exhausting, though.”
Plus, she also got to pick up some new skills. “I’ve never cut anyone’s arm off in a film before,” Pfeiffer deadpans.
“Your kick was so good,” Douglas says, turning to her. “A high kicker!”
“It was vicious,” Pfeiffer says with a smile.
One of Reed’s goals for Quantumania was to up the action across the board. In one trippy scene, Scott gets trapped in a literal anthill of other Scotts. In another, he and Kang face off in a brutal fistfight. “One of the things that was new was just a straight-up brawl,” Rudd says. “That hasn’t really happened in the Ant-Man movies. You’ve seen a lot of shrinking and growing and stomping on stuff, but I hadn’t really seen Ant-Man just get into a straight-up fight.”
He adds, “And, I got to get into a fight with a pretty bad man.”
Marvel Studios Jonathan Majors as Kang in ‘Quantumania’
Let’s talk about that bad man. Majors stars as Kang the Conqueror, a notorious villain (or should we say ant-agonist?) from Marvel comics. An Emmy winner for Lovecraft Country, the 33-year-old Majors made his surprise MCU debut at the end of Loki season 1, meddling with time and multiverses as the cryptic He Who Remains. Here, he stars as an alternate universe version who’s been trapped in the Quantum Realm for years — and he’s desperate to get out.
Reed was an early advocate for casting Majors, citing his standout performances in indie films like Hostiles and The Last Black Man in San Francisco. The actor says he was immediately intrigued by the idea of playing multiple versions of the villain, and when he accepted the role(s), he pored over decades of Kang’s comic book appearances for insight.
“‘What’s a Kang?’ was a question that I asked myself early on,” says Majors, “especially when starting the second one, Kang the Conqueror, after He Who Remains. ‘What is it that makes these variants? What are they variants of?’ That became the question. And I’m continuing to explore that and refine it more and more.”
In person, Majors is charmingly warm and irreverent, greeting this EW reporter like an old friend he hasn’t seen for years. (“It’s you! You came all this way!” he says with a grin, as if he’s seated in the Quantum Realm and not at a hotel minutes from home.) But on screen as Kang, there’s an unsettling weight to his performance. Sometimes he rants and rages; other moments he’s disarmingly quiet and still. Even when compared to iconic Marvel baddies like Thanos or Loki, there’s something disturbing and a little chaotic about Kang. “For me, it was all about one’s relationship with time,” Majors says. “How would you move if you really had all the time in the world? How would you speak? Would you think faster or slower?”
Jay Maidment/Marvel Studios Jonathan Majors in ‘Quantumania’
Even in a film with physics-defying visual effects, Feige says Majors is essentially “his own effect,” the kind you can’t tear your eyes from. The actor also got into supervillain shape: Not only did he bulk up, but he studied footage of Alvin Ailey dance choreography for movement inspiration. (Majors’ impressive physique can also be seen in his next two films: Creed III, in which he plays a boxer with a past and a chip on his shoulder, and Magazine Dreams, a total transformation into a bodybuilder slowly slipping into rage issues.)
“There’s a gravitas to Jonathan,” Rudd says, recalling his first day shooting with the actor, a scene in which Scott and Kang first meet. “He knew exactly what he wanted to do, and he had his own rhythm and his own cadence. He was so rooted into the ground. It was interesting because I’m meeting him in the scene, and he’s deliberate in his speech. Scott is a little fast-talking. He’s a little jokey, and this is the way he deals with people. And it’s not gonna work with Kang. It made the rhythms of the scene feel different. It wasn’t terra firma as usual.”
Majors adds that playing Kang was a unique creative challenge, and he rebuffs any notion that superhero movies are somehow a lesser form of art.
“I think the biggest prejudice toward the MCU films is that [some critics] say, ‘Oh, it’s a comic book movie,'” Majors explains. “That actually really hurts your feelings, you know? As an artist, you go, ‘Well, what does that mean?’ I think it’s a mean thing to say. There’s this idea that there’s a certain way you have to act in these movies and it’s not ‘real acting.’ But I’ve watched all of them, and I know it’s real acting. There’s a certain style to it, like anything: Shakespeare, Chekhov, August Wilson, Katori Hall. There’s a certain style to it, of course, but the flesh-and-blood element, the talking and listening element is extremely there.”
For years, we’ve always had the inkling that Kang would be an amazing follow-up to Thanos. He’s got that equal stature in the comics, but he’s a completely different villain.
—Marvel Studios president Kevin Feige
Staking a franchise on a villain audiences have barely met may seem like a gamble, but Marvel is going all in on Kang, setting him up as a major foe through at least 2025’s Avengers: The Kang Dynasty, also written by Quantumania‘s Jeff Loveness. Though that gamble is already looking more like a safe bet: Even in early test screenings, Feige says Majors’ performance “started to pop in a big way,” and the Marvel boss calls him “the highest-testing villain we’ve ever had.”
“People really seem to be on board for Kang,” Feige adds. “People are chanting, ‘Kang!’ when Jonathan goes on talk shows, and they haven’t even seen him in the movie yet.”
Jay Maidment/MARVEL William Jackson Harper as Quaz in ‘Quantumania’
If the first two Ant-Man films were more down to earth (or at least as down to earth as you can be when your microscopic heroes ride on giant ants), then Quantumania goes full sci-fi psychedelia. Reed relished designing every corner of the Quantum Realm, from blobby alien creatures to hallucinatory landscapes inspired by old Heavy Metal magazine covers. Production utilized the Volume, the cutting-edge visual effects backdrop technology first popularized by shows like The Mandalorian. Instead of filming opposite a blue screen, the actors were surrounded by the Volume’s massive LED screens — which meant they could experience much of the Quantum Realm in person. Lilly remembers wandering around Pinewood Studios in London in awe, asking extras dressed like broccoli people if she could take pictures with them. (She notes that between Lost and the Hobbit movies, she’s no stranger to effects-heavy projects — but Quantumania was on a whole other level.)
“I could see Krylar’s ship descending from the quantum heavens,” the actress recalls. “I could witness quantum waterfalls. I saw all these creatures with prosthetics and all of this amazing stuff. I felt like a little kid! It felt like the fantasy of what you imagine it’s like to make a movie when you’re a little child came true on that set.”
“Just going into that world, my mouth was on the floor the whole time,” says The Good Place actor William Jackson Harper, who joins the cast as Quantum Realm resident Quaz, a grumpy telepath with a light-up forehead. “It’s just legions of people working to make that world feel as vibrant and full as they can. Walking on, I was like, ‘Wow, you don’t have to fake much.'”
And that sense of reality extended beyond the Volume’s screens: In one key scene, Scott and Cassie encounter a village of Quantum Realm freedom fighters. To help construct the village layout, the crew ordered a truck full of dirt for delivery. There was only one problem. “The people who were supposed to deliver the dirt accidentally delivered dirt with manure in it,” Reed explains. “So, when we showed up to shoot on that set, it’s like, ‘Okay, everybody we’re going to… Oh, God, the smell!'”
“It was pretty bleak,” Rudd adds with a laugh. “The glamorous side of moviemaking!”
It’s a ridiculous memory, but Reed and Rudd recount it with glee — like they still can’t believe they got to make this movie in the first place, manure mishaps included. After all, they’ve spent nearly a decade together, forming a close-knit super squad of their own. And they’ve certainly come a long way from the “margins of the MCU.”
“We’ve been doing this together for eight or nine years now, and we’re family,” Reed adds. “As we’re telling this story of a generational superhero family, we’re kind of living it. We’ve all grown up together.”
And shrunk together, too.
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