Life is good for Scott Lang (Paul Rudd).  After helping the Avengers undo The Blip and defeat Thanos, everyone loves Ant-Man.  The movie’s funniest bit is when it shows Lang walking carefree around San Francisco to the chorus of “Welcome Back” graciously accepting free coffee and meals because people confuse him with Spider-Man.  (I would have chosen “Believe It or Not”, the theme song from “Greatest American Hero”.)  Aside from his heroic exploits, Scott  is just an all around good guy.  Problem is, he doesn’t know what to do with himself in this post-Endgame world.  As his daughter Cassie helpfully points out, he’s been content to rest on his laurels instead of choosing to engage with the world’s numerous problems.  Fortunately (or unfortunately) for Scott, he lives in the MCU.  Defeating one existential threat only means that an even bigger and badder one is on the way.

In what has become an annoying trend with Marvel movies, Scott’s daughter Cassie (Katheryn Newton) is a prodigy.  She managed to create a Quantum Satellite after reading the  journals of Scott’s mentor, Hank Pym (Michael Douglas).  After she turns it on and explains how she can use it to explore that realm from the comfort of home, Janet Van Dyne (Michelle Pfieffer) nervously tells her to turn it off.  Too late.  Scott, Hank, Janet, Hope Van Dyne (Evangeline Lilly) and Cassie are whisked off into the quantum realm.  Because the quantum realm is unpredictable, Scott and Cassie are separated from the other three.

The quantum realm is a kooky place, a World Unlike Anything You’ve Ever Imagined, unless you’ve seen Disney’s Strange World.  It’s also surprisingly like Star Wars.  Scott and Cassie meet up with the Rebel Alliance–sorry, the Freedom Fighters, a rag-tag group of misfits that include a woman dressed like an Aztec warrior, a life-sized squishy toy and a being with a flaming tin can for a head.  The fighters are battling the evil Darth Vader–sorry, Kang, who rules the quantum realm with an iron fist and his Stormtroopers–eh, his fearsome army.  Scott just wants to get Cassie home safe and sound, but she’s an activist at heart and naturally wants to help the cause.

Elsewhere in the quantum realm, Hank, Janet and Hope head to Axia, where they will meet up with Janet’s friend, the fun-loving and free-wheeling Lord Krylar (Bill Murray) at a bar that looks suspiciously like the Mos Eisley Cantina.  (Bonus points if you pegged Krylar for Lando Calrissian.)  Krylar and Janet had “fun” fighting Kang while she was in the quantum realm until she was brought back to Earth.  Krylar still has a thing for Janet, but that doesn’t stop him from turning them over to Kang.  He’s eaten by an octopus in the laser shoot-out that ensues.  (This won’t be the last time Murray will appear in the movie, but if it were it would be fitting, given how many people hate him these days.)

The Freedom Fighters are attacked and Scott and Cassie are captured by M.O.D.O.K, an acronym for Mechanized Organism Designed Only for Killing.  (I won’t spoil who the character represents, but I will say that he is one of the few original and fun things in this movie.)  MODOK works for Kang, who wants Scott to retrieve his Multiversal Power Core from the Probability Storm.  Kang needs the power core to leave the quantum realm, a place he was sent to by his other selves for reasons never really explained.  If Scott refuses, Kang will Cassie.  If there’s one thing Scott is sure of, is that he loves his daughter very much and would never let anyone harm her.  Scott does as asked, and then must undo it because as Janet explains, Kang is a Conqueror who cannot be allowed to leave the quantum realm.  This sets up an epic conflict where some of the new supporting characters are killed, ants march and Scott faces his toughest battle yet.  Does everything turn out for the better?  Well, yes and no.

Quantumania certainly has ambition.  I liked the idea of the story taking Scott out of his comfort zone and dropping him into the quantum realm for a change of pace.  Sure, the movie is an obvious Star-Wars knock-off, but those movies can still be stupid, silly fun.  (See Battle Beyond the Stars for a great example of Eighties sci-fi goofiness.)  The problem with Quantumania is one of focus.  The movie curiously dismisses what made Ant-Man movies (mildly) entertaining in the first place: Rudd’s goofy charm and a light, irreverent tone.  In their place the filmmakers decided to give Lang a grimdark character arc that just doesn’t feel right.  

Anyone who follows the MCU already knows that Scott Lang is the accidental superhero, a fact that Rudd emphasized with his “aw shucks, who me?” take on the character.  Forcing gravitas upon Scott feels like a decision made because Quantumania is responsible for introducing the MCU’s next Big Bad.  We can’t have a goofball be the first person to face off against Kang–let’s go dark.  The approach is misguided and makes the movie a joyless experience for long stretches.  As Marvel villains go, Kang is as dull as they come.  (Ronan the Accuser can now breathe easy.)  How Marvel managed to turn a charismatic actor like Majors into an irritable grump is a feat to behold.  (Watch Devotion for ample evidence to the contrary.)   Little effort is made to explain who Kang is or what motivates him to do anything.  Veterans Douglass and Pfeiffer turn in surprisingly blase performances.  Quantumania is a busy movie where not much of consequence seems to happen, the cinematic equivalent of performance anxiety.  Not Recommended.

Analysis

I remember the exact moment when Ant-Man 3 lost my interest.  It was when the movie stopped being about Scott Lang/Ant-Man and All About Kang.  I’ll explain in a minute, but please indulge me as I provide some context.

As someone who has seen nearly all of the MCU movies and Disney+ shows, I knew that Kang would be the Big Bad in Quantumania.  He was briefly introduced at the tail-end of the Loki series, where he warned the Loki’s that if they killed him, they would unleash his variants upon the Multiverse (or something like that).  He was then curiously absent from every movie and television series afterwards.  Not to worry, the message from Marvel was that Kang would be the main villain in Phase Five of the MCU and that Quantumania would give him a proper introduction.  This was a decidedly different approach that the studio had done with Thanos, where his character was built up via credit sequences in several movies before he finally appeared in Avengers: Infinity War.  Marvel has been an incredibly successful studio for years, and if they want to try something different, who am I to argue?

With all of that in mind, Kang doesn’t show up at the beginning of Quantumania.  I think he first appears around thirty minutes into the movie.  My guess is that the filmmakers wanted to build some anticipation and suspense for Kang’s grand entrance.  The problem is that before that moment arrived, Quantumania had been a moderately enjoyable Star Wars clone.  Not perfect,, but at least the movie was making some interesting choices with where to take the Ant-Man character and his series.

In the previous two Ant-Man movies, the action was limited to San Francisco.  In Quantumania, Scott Lang and the rest of his family–Dr. Hank Pym, Janet Van Dyne, Hope Van Dyne and Scott’s daughter Cassie duked it out with local villains like Yellowjacket, Sonny Burch and the Ghost.  As far as MCU movies go, the Ant-Man series has been low-stakes stuff.  The previous movies coasted on Paul Rudd’s charm, creepy ant visuals and a general laid-back, humorous atmosphere helped set them apart from the rest of the MCU.  Unfortunately, those movies also  suffered from weak dialog and flimsy plots, both of which made Ant-Man’s adventures feel trivial and tossed-off.  Needless to say that I was happy to hear about the expanded scope of Quantumania.

The difference in scope between Quantumania and the prior two Ant-Man movies is startling.  Our heroic quintet is sucked into the quantum realm, a world very different from anything I’ve seen in a MCU movie.  The sky is decorated with colorful lights, the air teems with blobby floating things and the surface is littered with objects that could be plants, rocks or some combination of both.  (The quantum realm looks eerily similar to Disney’s Strange World.  The idea of Disney demanding Marvel to do a tie-in with one of their least successful animated films ever makes me laugh.)

The overall aesthetic of Quantumania reminded me of the Star Wars knock-off movies from the Eighties.  I distinctly remember seeing Battle Beyond the Stars, Star Crash and Battlestar back then, and Quantumania is clearly of a similar mindset.  Those earlier movies were goofy science fiction adventures with cheesy special effects that were fun to watch because they never took themselves seriously.  Given the average budget of an MCU movie, Quantumania might be the most expensive Star Wars knock-off ever made.  Be that as it may, I could care less about how much money was spent on a movie like this so long as it’s entertaining.  And for a little while, this one is.

Before Kang takes over the movie, Scott and Cassie are intercepted by a group of people known as the Freedom Fighters.  Among the group are several interesting characters like Quaz, whose forehead glows when he hears other people’s thoughts.  Jentorra is a fierce warrior-woman who is the leader of the group.  She sports the best costume in the movie.  Veb is a super-sized red squishy toy who is very happy to meet everyone.  Xolum has a fiery tin can for a head.  These new characters are quirky and fun, like the Guardians of the Galaxy.  Meanwhile, Janet, Hank and Hope head over to the quantum realm’s equivalent of the Mos Eisley Cantina.  Janet’s plan is to meet Lord Krylar and ask him to help them get out of dodge before something (or someone) bad happens to them.  She refused to say who or what that is because, well, there is no good reason.  The backstory of “When Kang Met Janet” lasts only a couple minutes, so why she couldn’t talk about it beforehand makes no sense.  But I digress.

If you’ve seen the initial trailer, you know that Bill Murray is in the movie.  (He was not in the subsequent trailer.)  Before too long, Bill Murray/Lord Krylar arrives and they sit down and chat.  He intimates that he and Janet were intimate, and for some reason I found the idea of Murray and Pfeiffer ever having sex hilarious.  Krylar then orders a round of drinks, each of which has a small octopus-like creature in it.  Krylar gulps and chews his drink, and I thought, this movie isn’t much, but at least it is confidently weird.  Any movie where Bill Murray eats a squid and brags about shagging Pfeiffer deserves my attention.  Alas, Kang happens.

Kang’s army shows up to take Hank, Hope and Janet captive.  Krylar is a traitor and he turned them in because he’s afraid of Kang.  In the scuffle that ensues Krylar ends up getting eaten by a drink-octopus, and all of the humor in the movie dies with him.  I realize that everyone hates Bill Murray these days, but he brought energy that is never replaced.  The movie replaces Murray with MODUK, and he’s funny, but he has a small role in the plot.  (If MODUK were the main villain of this movie it would be so much better.)

When Hank, Hope and Janet are en route to see Kang, Janet finally tells them what she did for those thirty years she spent in the quantum realm.  It has to be one of the most boring backstories ever told.  Shortly after landing in the quantum realm, she met Kang who had crashed there.  He was banished to the quantum realm for reasons that are never made clear.  The two castaways proceed to work together to jumpstart the Multiversal Power Core, an orb that power’s Kang’s “time chair”.  As the movie shows, that’s all they do for a very long time.  Fiddle with Kang’s orb.  (Double-entendre not intended, but it’s funny.)  You would think they would play “never have I ever”, or she would teach him Texas Hold’em.  Anything.  But no, all they did was work.  Then, when Janet finally gets the orb to work, she sees that Kang is really a conqueror who has bad plans for everyone.  She destroys the orb and forms the resistance (sorry, freedom fighters), who battle Kang until she is returned to Earth in Ant-Man 2.

When Hank, Janet and Hope are brought before Kang, the movie takes a decidedly serious tone.  This Kang (not the one we met in Loki) is basically an irritable grump.  He doesn’t say anything funny, charming or memorable.  He’s peevish, which is understandable since Janet destroyed his chance to leave the quantum realm.  But aside from being annoyed, Kang doesn’t have any personality to speak of.  This shocked me because after seeing Jonathan Majors in Devotion, I was ready for him to break out the same level of charisma and take over this move.  It never happens, though.  Kang’s monologue for why he is the way he is was a major (sorry) letdown.  His spiel is nothing more than generic “I’ve been wronged and want revenge” blather.  Quantumania never explains why Kang is so set on conquering, why his variants put him in the quantum realm, or anything significant about Kang at all.  Perhaps that is why he’s an irritable mope.  He just is what he is, a bland bad guy who is mad and wants to take his frustrations out on the Multiverse.  

Kang in Quantumania is the latest in a line of dull MCU villains that includes Ronan the Accuser and Malekith the Dark Elf.  I shouldn’t be surprised by this, given how Marvel was able to make charismatic actors like Lee Pace (Ronan) and Christopher Eccleston (Malekith) uninteresting.  However, Ronan and Malekith were one-and-done villains.  Kang should have more of a personality than being edgy.  For a villain of his significance, Kang has none of the presence of Thanos.  I know the two villains are not on the same level, but Thanos was a compelling villain.  Kang just seems like he wants to kill people because he’s irritated.

Kang says he needs Scott to retrieve his orb because Scott is a thief and can get small.  (Pardon the Steve Martin reference.)  I wondered why Kang, who is so powerful he can turn Darren’s head into a killing machine, couldn’t create a small robot to do the job.  The man has created an entire army of thousands, but he can’t find a way to do this one thing?  For that matter, the movie never bothers to show or even explain how Kang created that army or the entire imperial city he calls home using only the power of his suit.  I know I’m asking an Ant-Man movie for logic, but heck, Marvel couldn’t afford to do a couple of quick montages to show us how Kang did all he did with just a super suit?

As Kang struts around flexing his biceps, I wondered if the reason why the character was so irritated was that it was really Majors’ personality coming through.  Majors is a terrific actor who willingly signed up for years of Marvel movies, and I don’t think he has the slightest clue as to what motivates his character.  Kang is more than willing to kill people to get what he wants, but that’s not really a character trait per se.  The frustrating thing about Quantumania is that the question of who Kang is is not answered.  He’s a powerful, angry dude, but that’s it.

Quantumania also makes a curious and fatal mistake by pivoting away from the one thing that I looked forward to in an Ant-Man movie: Paul Rudd’s charm.  Instead of emphasizing Scott’s goofiness and having him fight Kang in an off-beat way, the filmmakers turn him into a grimdark superhero.  Maybe the filmmakers thought this was necessary, given how the movie had the responsibility of introducing the villain who will wreak havoc in Phase Five and Phase Six.  Perhaps they decided that since Scott is the first Avenger to face Kang, the stakes must be higher than Scott has ever faced before.  The threat that he and his family might die must be real.  I suppose I can understand the reasoning behind the narrative choices they made, but watching Scott grapple with his own self doubt and then get beaten to a pulp by Kang just felt wrong.  Grimdark is the domain of superheroes like Batman, not Ant-Man.

The last issue I had with Quantumania is how uninspired the performances by Pfeiffer and Douglass were.  Pfeiffer has the spotlight on her for a significant portion of the movie, and she doesn’t do anything with it.  I could blame her performance on the script giving her nothing interesting to say, but Pfeiffer has always given the audience something, even in her lesser movies.  Douglass doesn’t offer much either.  Most of the time he stands there looking disinterested.  There’s a brief moment when he’s pissed at the revelation that Janet shaked up with Kylar, but after that, nothing.  The two have acted in probably fifty movies combined.  Maybe even seventy-five.  I don’t begrudge them for taking a nice paycheck.  I am surprised that neither of them saw a way to add even a little something to their characters.

Katheryn Newton managed to emerge from this experience for the better.  Newton, who was great in Freaky, adds a sense of excitement whenever she’s on screen.  She’s pretty and spunky and will make a fine addition to Marvel’s growing team of Fem-Avengers.  She’s the only one who is having fun on the set of this movie throughout.  Corey Stoll is pretty funny as Darren/MODUK, relishing every moment he gets to torment Scott.  Too bad Majors didn’t take notes.

With Bill Murray:

Without: