Avengers: Age of Ultron was Marvel’s biggest movie to date, but for the next entry in their cinematic universe, the scope is a little bit smaller. Quite literally. However, the size of the superhero is the only diminutive thing about Ant-Man. Though he is a longtime staple of the Marvel Universe and a founding member of the Avengers in the comics, Ant-Man seems like an odd choice to some as the next spandex-clad badass to join the ranks of the MCU. However, director Peyton Reed and his all-star cast have plenty of surprises in store. Trust me — I’ve seen them in action and I’ve had to keep quiet about it for the better part of a year.

Last year, I traveled to Atlanta, Georgia in order to visit the set of Ant-Man, the inaugural film that was made at the newly constructed Pinewood Studios just outside the city. Within the sprawling complex and at the makeshift home of Pym Labs/Cross Technologies, we watched Ant-Man in action and had the chance to sit down with stars Paul Rudd, Evangeline Lilly, Corey Stoll, Michael Douglas, and director Peyton Reed. Witnessing fight scenes, verbal sparring, pre-visualization for the film’s final sequences, and the breathtaking micro-photography array for the film’s shrunken-down moments, we practically needed Pym Particles of our own to shrink all of this information into a digestible portion. So, with that in mind, here’s a sampling of what we learned.

• With Paul Rudd starring, Peyton Reed directing, and Adam McKay brought on to do rewrites, many think Ant-Man is going to be more of a comedy. Not so fast, according to Reed. “I personally would not sort of call it an action comedy,” the director said. “It’s a Marvel movie — there are a lot of laughs in it, but we’re not joking it up in a way that it’s only jokes. It’s situational.”
• “You would think that it would be a very silly kind of a lot of joke heavy movie, and it’s really not,” said Rudd, who also did some rewrites on the script. “But there are moments of levity, I mean, we are dealing with ants here after all.”
• So what kind of movie is it? “It’s a heist movie,” Reed explained. “And it is sort of the passing the torch from Hank to Scott. It’s this kind of bent mentor, pupil story.”
• “No more origin stories” seems to be the name of the game for Marvel. “It’s not about the trial and error of inventing the Pym Particle,” said Kevin Feige. “The Pym Particle is invented. [Hank Pym] has been on adventures as Ant-Man, as we’ll see in this movie beforehand. This is more about…the character stuff instead of the science stuff.”
• Family plays a big part in the motivating the actions of both Hank Pym (Michael Douglas) and Scott Lang (Paul Rudd). “It’s sort of this parallel story of these guys who sort of have their daughters and they’ve made some choices in their lives that have not been good in trying to sort of find redemption in that,” said Reed. “And it’s gonna be very ponderous slow-moving family drama,” he added jokingly.
• For example, Scott Lang is an ex-con who is begrudgingly coaxed back into a life of crime in order to make enough money to pay child support for his young daughter. This is something that Pym plays on in order to get him to help with the heist.
• Pym’s relationship with his daughter (Evangeline Lilly) is slightly more complicated. “She’s chairman of [Pym Industries], and as chairman she was a deciding vote to oust me a while ago,” Douglas explained. Why? “Because of personal reasons involving her mom and the family,” he elaborated.
• Though extensive rewrites were done on the project, Reed says that the work that Edgar Wright and Joe Cornish did is “still the spine of the movie.”
• CGI will play a large part in the film, but Peyton Reed wanted to make sure that the transition was not too jarring. For example, they shot with live ants for reference during macro-photography in order to create a more photorealistic version in micro-photography. “You don’t want to have a compelling story and then go into that world and then suddenly be an Antz or something,” Reed joked.
• Since they used real ants, that meant there was indeed an ant wrangler on set at certain points. Let those two words sink in. Swirl them around your mouth for a minute. “Ant wrangler.”
• Between having created Ultron, physically assaulted his wife, and suffered from mental illness, Hank Pym is one of the most controversial characters in the comics. Don’t expect all of his checkered past to seep into the Marvel Cinematic Universe though. Much like Iron Man’s alcoholism was only hinted at in Iron Man 2, Pym’s problems won’t be explicitly explored. “You’ll see a really conflicted character in this movie,” said Reed. “There’s a lot of stuff that he really needs to make right in his life and I think there’s a certain amount of guilt that motivates him.” Kevin Feige clarified the matter further: “He is not a wife-beater in this movie, and I doubt he will ever be [in the MCU].”
• Speaking of Pym’s estranged wife, we will indeed see The Wasp, a.k.a. Janet Van Dyne, in this film. The Wasp originally played a major role in Joss Whedon’s first Avengers script but was cut due to structural issues. In Ant-Man, we will see her during flashbacks to Hank Pym’s days as a S.H.I.E.L.D. agent.

• Janet isn’t the only badass Van Dyne woman in this film; Evangeline Lilly plays Hope Van Dyne, Hank and Janet’s daughter. In the comics, this character grows up to become the villainous Red Queen. In the movie, however, her role is that of a person who is torn between her past and her present. According to Reed, “She just rises above…and she shows a lot of colors in this movie. The movie is as much her journey as it’s Scott’s journey.”
• Though we likely won’t see Hope suit up in the film, she still gets to dole out some punishment of her own. “She gets some physical stuff that she didn’t originally have,” Evangeline Lilly revealed. “That was one of the additions that came through me making suggestions and then Marvel coming back and going, ‘Oh wait wait, wait till you see what we did.’ [laughs] And they’ve made her a pretty physically capable character.”
• Working with Paul Rudd has made Evangeline Lilly realize comedy isn’t her strong suit. Not because she isn’t funny, but because she can’t keep it together. “This has been a great test for me,” she told Rudd. “Now I know I can never work in a comedy, because I can’t keep a goddamned straight face.”
• Hank Pym has a massive problem with S.H.I.E.L.D. (and, to a lesser extent, the costumed heroes that we know and love from the MCU), which leads him to be inherently distrustful of the organization. Could this be due to something that happened to Janet and him during his time there?
• And, yes, for those flashbacks Michael Douglas will be digitally aged down. Hopefully it won’t be as terrifying as Jeff Bridges in Tron: Legacy because that still haunts my dreams.
• Given that Pym was operating largely as a spy and a secret agent for S.H.I.E.L.D., the world is largely unaware of his existence.
• According to Michael Douglas, Hank Pym’s cynicism comes from a place of optimism. “He wants to make the world a better place,” said Douglas, “but in doing so I think he realizes just how dark it is.”
• Darren Cross (a.k.a. Yellowjacket) used to be Hank Pym’s protege, but pushed him out of his own company. Now, Cross appears to be using Pym’s technology for his own nefarious purposes, which is what prompts Pym to enlist Scott Lang for the heist of the century.
• Pym Tech is still technically in business, but “Hank Pym is not as involved as he would like to be,” said director Peyton Reed. “He’s a little on the outs.”

• The winged ant that Scott Lang rides has a name. “Scott begins to give him a nickname, which may or may not be Antony,” Kevin Feige confessed. A+ naming right there.
• Seventeen helmets were made over the course of the production. The stunt helmets were more rubbery and flexible whereas the hero helmets (the ones used for close-ups) are more durable and have more delicate parts.
• The Ant-Man suit is fully functional in terms of electronics and freedom of movmenet. Using small circuit boards, the suit can light up and generally makes you look like a badass. Pym Particles are sold separately.
• According to Rudd, the suit is exceedingly hot and not the easiest thing in the world to put on, but he wouldn’t trade it for Corey Stoll’s CGI suit. Putting it on makes him feel like a superhero. While on set, he had it on and kept trying to surprise us in it, only to find that we weren’t in the holding room where we did our interviews. When he finally reappeared with it on for us, that was attempt number three or four.
• Yellowjacket and Ant-Man have a brutal size-changing fight in a helicopter over the contents of a mysterious briefcase. Of course, once you start firing energy blasts in a confined space like that, pilots have a tendency to die…
• Speaking of that suitcase, Yellowjacket and Ant-Man may or may not find themselves trapped inside of it during their fight after it slides out of the helicopter.
• Just because Paul Rudd is a member of the Marvel Cinematic Universe doesn’t mean he feels like one of the gang. “I’ve met a couple of [the Avengers], and the only time I ever hung out with any of them, and it wasn’t even hanging out with them,” Rudd explained. “I was just in the same room with them was at Comic-Con and I was a wallflower. I just felt like I was walking around with the Beatles.”
• As for who has the best ant scene in the film? According to Evangeline Lilly, she does. “I have the best ant scene in the film,” she asserted, “and you can quote me on it.”

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Ant-Man opens in theaters on July 17, 2015.

IMAGE Credit: Marvel

Dan Casey is the senior editor of Nerdist and the author of 100 Things Avengers Fans Should Know & Do Before They Die. You can follow him on Twitter (@Osteoferocious).