Paul Rudd's 'Ant-Man' Transformation and 9 Other Things We Saw on the Superhero Set

Paul Rudd in ‘Ant-Man’ (Disney/Marvel)

Ant-Man has had a long, strange, and occasionally bumpy journey to the big screen, but it felt like just another movie shoot when Yahoo Movies crashed the film’s rural Atlanta set late last summer. There, the production was making a small slice of film history by being the first film to shoot at Pinewood Atlanta Studios, the stateside sister to the famed London lot that has housed the likes of Star Wars and James Bond for nearly a century.

Of course, this wasn’t just any movie shoot. These were days 30 and 31 of a 78-day shoot on the newest film in the Marvel Cinematic Universe, which also includes The Avengers and Guardians of the Galaxy. Like the Guardians, Ant-Man is considered a lesser character in the Marvel Comics canon. That alone posed a challenge for Marvel, but then, just prior to production, Ant-Man faced real turmoil when fan-favorite director Edgar Wright left the project.

Marvel acted quickly and replaced Wright with hit comedy director Peyton Reed, who brought an undeniably sunshiney approach. There were smiles all over the set; Abby Ryder Forston, the young actress who plays Ant-Man’s daughter held a count-the-Goldfish-cracker contest, and stars Paul Rudd (as the titular shrinking superhero) and Corey Stoll (as the villain Yellowjacket) sang the ubiquitous Frozen song “Let It Go” in between takes.

Beyond the snacks and sing-alongs, here are 10 things we learned from the set of Ant-Man, starting with how a shirtless Paul Rudd might just be this summer’s shirtless Chris Pratt (one of many comparisons to be made between Ant-Man and Guardians of the Galaxy):

1. This is a new Paul Rudd you’ll be seeing.

Though Paul Rudd’s diverse, two-decade movie career extends far beyond comedy, we’ve never seen the affable star quite like this. “The way we first meet him in the movie, he’s in prison. He’s a master thief,” Peyton Reed noted. “It’s a different thing for him. And that’s one of the great thrills on this movie is getting to introduce that Paul Rudd to the movie-going audience.” As Marvel producer Brad Winderbaum notes, “He feels like a weighty leading man.”

The 46-year-old actor is also in physical peak form. “I just exercised and ate well — it’s part of the deal,” Rudd, who worked with a trainer, said about his preparation for the part. “Proteins, and not really any carbs, no sugars, that kind of stuff. I was on a schedule with specific foods at specific times.” (Though the proud Royals fan still notes he could get away with some Kansas City ribs if he wanted to, but probably not with much BBQ sauce.)

“I think people will be a bit surprised to see him with a six-pack,” Evangeline Lilly (Hope Van Dyne) said with a grin. “He’s known as that burger-eating, beer-guzzling all-American Average Joe, and people love him for that. But this will be new for people, and the ladies are going to love that.” Like Judy Greer, who plays Scott’s ex-wife, Maggie: “I know everyone was geeked out by [Guardians star] Chris Pratt, but watch out,” she said. “Just saying: Paul looks fine.”

Rudd in an ‘Ant-Man’ teaser; Chris Pratt in ‘Guardians of the Galaxy’

2. The film’s shrinking technology is groundbreaking.

Unlike shrinking movies of the past, there were no giant props created for Ant-Man, which constantly alternates between actual-sized and micro landscapes. Instead the filmmakers used cutting-edge macro-photography and motion-capture technology, spending upwards of 45 days to film the scenes where the superhero shrinks down to insect size. “So if Ant-Man was running over this tape recorder right now, we wouldn’t build a giant tape recorder,” Winderbaum explained. “We would actually shoot this tape recorder with the proper camera moves [using high-powered cameras and lenses] and everything else and then shoot a mo-cap Ant-Man on a stage in front of a blue screen and marry the two together.”

The shrinking technology was another big draw for Reed: “It’s really immersive. It’s tactile. It’s going to feel photo-realistic,” he said. “And that was something I really pushed in there. It can’t feel realistic in the real world and then when you go in that small environment suddenly feel like an animated movie.”

In other words, don’t expect to see the same cereal-swimming look as Honey, I Shrunk the Kids, which incidentally marked the directorial debut of Marvel’s Captain America: The First Avenger helmer Joe Johnston. (In fact, Marvel’s Stan Lee first pitched an Ant-Man movie in the 1980s but could not get it greenlit because of Disney’s then-pending release of Honey.) But Winderbaum and Reed acknowledged they look at many previous shrinking movies of the past for cues. And Corey Stoll (Darren Cross/Yellowjacket) even admitted to describing the film to people as “Honey, I Shrunk the Kids meets Ocean’s 11,” adding, “Who wouldn’t want to see that movie?”

3. The film still has Edgar Wright’s prints on it.

After eight years of developing the film with Marvel, director Edgar Wright (Shaun of the Dead, Hot Fuzz) exited the project in May 2014 following creative differences with the studio. It was a highly publicized split that left Wright’s fan army feeling spurned, which the cast and filmmakers firmly acknowledged. “I think people were disappointed, no one moreso than me,” Rudd said. “I’m here because of Edgar. I was excited about working on Edgar Wright movie. And Edgar is a friend of mine.” Lilly, who fell ill during our set visit but whom we caught up with afterwards in Los Angeles, put off signing her contract when she heard of the director’s departure. “I think the fans were right to be upset, and right to be nervous,” she said. “But I can say having now filmed the movie, that I can waylay those fears. It’s going to be incredible, and it’s going to be everything they want to be.”

Wright penned the original screenplay with Joe Cornish (Attack the Block), and the general framework stayed intact despite rewrites from Rudd and his Anchorman director, Adam McKay. In his trailer, Stoll picked up a thick script whose rainbow colors denoted the various versions (Marvel’s modus operandi is to have rewrites throughout the course of production): “According to the front page, they’re still the first two names on the script, and that seems right to me,” he said. As Reed put it, “I think it’s safe to say they’re wouldn’t be an Ant-Man movie at all if it weren’t for Edgar and Joe originally coming in, and Edgar originally pitching it [to Marvel].” Reed, who said he wanted to honor Wright and Cornish’s vision while still making it his own. The film’s structure as both a heist caper and torch-passing origin story (with original Ant-Man Hank Pym recruiting Rudd’s Scott Lang to take over the super-suit) is based on Wright and Cornish’s idea. And Winderbaum (who called the split with Wright “amicable”) left the door open for the studio to collaborate with the filmmaker again: “Who knows what the future brings?”

4. Peyton Reed has the perfect pedigree, and brings the laughs, too.

You wouldn’t know it from Reed’s résumé, which mostly consists of comedies like Bring It On and The Break-Up, but he’s a hardcore fanboy. “He is the ultimate comic book geek,” said Lilly, adding, “He came into such an awkward, uncomfortable situation, but came in with so much positivity and so much courage and so much confidence.” Prior to beating out other names mentioned in the mix like Ruben Fleischer (Zombieland), and Nicholas Stoller (Neighbors) to take over for Wright, Reed pitched on both 2005’s Fantastic Four and last year’s Marvel sensation Guardians of the Galaxy. “I’ve always wanted to do one of these movies,” said Reed, whose ideas on what he could do with Scott Lang and company won him the gig from Marvel Studios boss Kevin Feige. “Peyton was really great at pinpointing what the essential themes of the film were, and telling us ways that could really exploit those themes for maximum drama in the movie,” Winderbaum explained. “When Peyton came aboard, he brought with him a vision and a direction that we hadn’t really thought about.”

Reed admitted to having a “pretty accelerated prep process on the movie” — he came in on June, and production began in August — but said he was put at ease by the Marvel approach. “There’s just this creative hunger to not repeat yourself and try something different. When [the press] writes about these types of movies, you guys talk about, ‘Oh superhero fatigue, what’s the breaking point of how many superhero movies there can be?’ And I think no one is more aware of that than Marvel.”

Peyton Reed directing 'Ant-Man’ (Disney/Marvel)

Marvel’s continually successful process is serious business, but Reed (who maintains an improvisational directing style, often yelling out lines on the fly for his actors to try) brought plenty of levity — and laughter. The day we were on set, he cracked up on numerous occasions after yelling, “Cut!” “Peyton is a big laugher,” Rudd said. “He keeps a light-hearted feel on set, which is key… I like working on things where people are making it fun. Because it should be. We’re making a movie about a guy who shrinks down to the size of an ant, for f–k’s sake.”

Related: Peyton Reed on Making ‘Ant-Man’ His Own and Loving the Underdog Status

5. The project draws parallels to both Iron Man and Guardians of the Galaxy.

Ant-Man’s comparisons to Guardians of the Galaxy seem most obvious and freshest in mind. Like with Guardians, the studio is crafting a summer blockbuster around more relatively obscure characters from the comic book canon. Both are genre extensions of normal superhero fare, Guardians playing like a space opera and Ant-Man a caper. And both feature lovable leading men most well known for their humor who buffed up to bring the justice. “They both have a strong comedic element,” Reed says of the tonal comparisons between the two films, “but it’s a different style of comedy.”

But Ant-Man also drew a lot of on-set comparisons to the film that launched the Marvel Cinematic Universe as we know it, 2008’s Iron Man. That film didn’t have the smoothest road to the big screen. The project was in development at various studios for a total of 17 years before it went into production, and a Marvel producer once said that about 30 writers passed on scripting it. As Winderbaum reminded us, before Jon Favreau and Robert Downey Jr. made him a sensation, Iron Man wasn’t a top-tier superhero, either. “People don’t remember that when we announced Iron Man, the headlines read, 'Marvel’s rolling out the C-team,’” the producer said.

While Winderbaum said all of the Marvel movies incorporate action, drama, and comedy in equal measure, most of the Ant-Man cast and crew said the film’s humorous sensibilities more align with Guardians and Iron Man than Captain America or Thor. “That’s why I love doing Marvel movies,” Lilly said. “I find those big blockbuster, popcorn-munching movies obnoxious if they take themselves too seriously.” Still, Rudd cautioned that “It’s not a straight comedy,” he said. “It’s not not funny. But it’s not Anchorman, either.”

Watch the latest trailer for ‘Ant-Man’:

6. The surprise success of Guardians emboldened them.

Reed remembered telling Feige that Guardians was a “bold swing” when pitching the studio to direct it. “At the time it came out it felt like a Marvel stab at, 'Let’s do a Star Wars rip-off, in the comics realm,’” the director said. “So for Marvel to be doing that as this giant Marvel Cinematic Universe movie, and tonally also, it was as a wild swing.”

Long before she was cast in Ant-Man, Lilly thought Guardians “could be the beginning of the end for Marvel. Every sweetheart has to have its fall, and I thought maybe this is the jumping-the-shark moment. Maybe this is when Marvel is going to start to fall from grace. And I could not have been more wrong.” Now, $774 million later, 2014’s box-office winner Guardians feels “like a fait accompli,” said Reed. “But then it felt like, if Marvel is willing to do something weird and cool on such a grand scale, then on Ant-Man they’re probably up for anything.”

He continued: “I guarantee you, outside a handful of comic nerds, no one knew who Peter Quill, Star Lord was before [Guardians]. It’s a really finite number of Marvel comic book fanatical people. And Hank Pym and Scott Lang and Ant-Man are better known than Peter Quill, but still the public at large doesn’t know that much about Ant-Man, beyond maybe that he shrinks down and flies around on an ant. And there’s something really liberating about that. You’re not doing Spider-Man, where the general public has a real strong knowledge and you’re having to reinvent it. You can just create it essentially from whole cloth and go any direction at all you want with it.”

Rudd in 'Ant-Man’ (Disney/Marvel)

7. The Ant-Man suit is the “Millennium Falcon of superhero costumes.”

“It’s our best practical suit since the Mark I armor,” Winderbaum said of Ant-Man’s red, black and gray threads, referencing the initial outfit worn by Downey Jr. in Iron Man. Yet despite its intricate design (costume designer Sammy Sheldon and team laced it with 250 parts, including 54 just in the helmet), the suit is decidedly retro. “In the context of the story it’s a suit that was built in the '60s or '70s [by Hank Pym, played by Michael Douglas], and it feels that way, it feels old,” Winderbaum said. “It kind of has a Millennium Falcon vibe to it, as Peyton has pointed out. Where it’s this badass thing that could break down at any moment and cause a lot of complexities for our hero.”

Reed added: “The suit feels like a throwback to another era. It’s a suit that has seen its day. It’s battle-scarred, it’s very analog.” It becomes a battle of old-school vs. new-school when Pym and Darren Cross (aka Yellowjacket) enters the picture. Having taken over this company and forced Pym to the curb, Cross has made huge advancements on his ex-mentor’s technology, and of course is not using it for the most noblest of causes. As Stoll puts it, “The original Ant-Man costume is this awesome, vintage-looking thing, and [Yellowjacket] is sort of like an Apple product.”

8. They recognize Ant-Man’s inherent silliness.

Reed was excited by the “weird” powers of the untraditional superhero, whose primary abilities are shrinking down and communicating with ants. “I always thought about if you’re just a normal person in a movie theater lobby and you see a poster for Ant-Man, your first Malcolm Gladwell Blink response is like, 'That looks ridiculous. How is that a cool power?’

“I love the idea that the movie answers that question about how it’s cool in such a bold way. It’s like, 'OK, it does seem silly. But we’re going to show you a version that is compelling and weird and different and cool.’”

9. Michael Douglas brought the gravitas.

Hank Pym was one of the original Avengers in the Marvel comics, but also one of the publisher’s darkest, most troubled characters. Given his various versions and permutations (which included Ant-Man, Giant Man, Goliath, and Yellowjacket), Reed described his comic-book character as “almost having a personality disorder.” His darkness is toned down in the movie version, but he still struggles with his own demons (“He’s working out his own s–t,” Reed said), making him the perfect new iteration for the hard-boiled, character-loving Michael Douglas. “Most of the characters he’s known for, they live in that gray area, they’re not necessarily good guys,” Reed said. “And that quality that he comes in with, the idea of Douglas playing Hank Pym was potentially iconic to me.”

Reed added later, “When you’re doing a movie that’s sort of a generational thing about the passing of the torch from one guy to another, you need a certain amount of gravitas, and you need a certain amount of humor, and he just brings everything.” And, according to Winderbaum, “It feels like [Douglas] was born to be in one of these movies. He’s super-dramatic but he’s also hilarious.”

10. There was an Ant-Man Dance.

On one of the days we visited the set, Reed yelled out to his lead actor to “Do the Ant-Man dance” in between takes. Rudd happily obliged, busting out a funky, hip-swaying number in full costume that had the crew in stitches. “The Ant-Man Dance, which you were one of the privileged few to witness — it’s like a Yeti sighting — is basically Paul Rudd using his incredible dance skills to blow off steam on the set,” Reed said. Sadly, it won’t make it into the actual movie, which is fine by Rudd. “It’s not a thing,” the actor said dismissively. “I really don’t think it would sweep the nation.”

Ant-Man opens July 17.