A Marvelous Tale Told in the Mighty Marvel Manner!

The Coming of Ant-Man!

September 1st, 1962

London, England

The sky was a blurry gray as the rains assaulted the city streets. Drivers made their way to and fro with little regard for the water that was displaced by their car's passing.

One such car was a nondescript black sedan that barreled down past the shops and intersections until it deftly made a sharp turn and continued its drive down an alley. If one had been a witnessed to this whole event, one might panic, as the car seemed to be hurtling towards a brick wall with no intention of slowing down.

Just as the car was almost within inches of the brick and mortar, the street before it opened up and the street swallowed up the car, leaving no trace that anything had ever been down there at all.

The car continued on its way, the driver heedless of any sort of change as the car moved down the tunnel and exited into a well-lit area. Coming to complete stop, the driver exited the car quickly and rushed to the rear door. Removing his chauffeur's hat, the man slipped a bright green mask over his face as he opened the door and thrust his right arm out in a military salute.

"Hail Hydra! Immortal Hydra! We Shall Never be Destroyed! Cut Off a Limb and Two More Shall Take Its Place!" he shouted as the green suited men in the area suddenly stopped their tasks and joined in, shouting the words as they held their fists high.

For several seconds, there was no sound. Then, almost as if time itself had slowed down, a gloved hand emerged from the backseat. A hand that was soon followed by an arm, and an arm that was followed by tall bald man in a finely tailored suit; the men in the area fell to their knees with their arms still held high as the man slowly walked past them.

His name was Baron Wolfgang von Strucker. Prussian through and through, he marched forward, his black leather boots clicking on the polished floor. "How things have changed…" he mused to himself as his thoughts went back to an earlier time, a time when he wore a different uniform. Almost twenty years earlier, he had been a different man. He had been placed in charge of a very special unit dubbed 'Das Todkopfgruppe' by Hitler himself, although that honor would be snatched from him as an American commando team wiped out his squad. Snarling at the memory, Strucker removed his silk shirt to revel a green costume undernenth. Similar to the uniforms the men were wearing, save for a large symbol over his chest. Inside a circle was a Hydra, the mythical creature. Dusting himself off as he walked, he ignored the legion of followers as he strode past them. Strucker admired his reflection upon the walls as he made his way deeper into the complex. His baldhead almost gave off a shine as he polished his monocle with a silk handkerchief. Holding it up to inspect it for flaws (and giving a curt nod when finding none) he placed it back over his eye, his fingers lightly brushing against a thick scar which went over his left eye, a scar which brought back fond memories of the War as he stepped into a private elevator. Pushing the button, he stood at attention as elevator began its descent.

Walking (and returning the salute of his men) down a hallway as soon as the elevator stopped, Strucker entered the lone room at the end as a dozen men, all of them dressed in green uniforms and masks which hid their faces, saluted him and recited the pledge which now been uttered by every man in the facility.

"Number 8, what do you have to report?" Strucker demanded to a random underling. The man, despite his face being hidden by the same green masks that everyone else, appeared nervous as he stood up and saluted.

"Supreme Hydra, our agents have made a most remarkable discovery in America." 8 said as he moved near the wall. Punching a few buttons, a section of the wall slid away to revel a blank screen.

Clearing his throat, 8 began to speak as the lights dimmed and a film began to play on the screen. "Eight months ago in the American Southwest, one of our deep cover agents discovered the research of an American chemist named Henry Pym who is employed by Van Dyne Industries." He said as the black and white image of a young man in a lab coat appeared on screen. "Pym calmed to have discovered a way to shrink an object. This was dismissed by his peers, but thanks in part to our agent before his capture, we now know this is in fact the truth."

The film showed Pym standing in his lab. Talking into the camera (although there wasn't any sound) 8 heard several gasps in the dark as they saw Pym pour a beaker of chemicals over himself and then seemingly vanish.

"However, Pym then denounced his own work and retired from chemistry. He then focused his studies on myrmecology-the study of ants."

"Impressive, but how do you know this footage is real?" Strucker asked. 8 visibly gulped as he answered.

"Our agent swore that the footage was authentic Sir."

"I'm sure he would, but tell me, why wait so long to announce this discovery?" Strucker asked, his tone even and firm, although 8 harbored no illusions about his fate if he gave an unsatisfactory answer.

"We had to make sure the information was accurate Sir. We have also discovered that Dr. Pym and his wife," the image on the screen then switched to an attractive woman, "former freedom fighter Maria Trovaya, are on their way to Paris this week to rendezvous with Dr. Trovaya for reasons we are unaware of."

"Trovaya, you say?" Strucker asked. "This reminds me…" he trailed off, lost in thought. "Instruct our agents on the continent: Bring the wife to Headquarters Delta. It must be made to look like the Communists have kidnapped her though. While the East and West are busy trying to sort it out, we ransom her for the formula. With Pym's serum in our hands, we will be unstoppable!" Strucker gave a cruel laugh as the film was shut off.

Just outside Le Bourget airport, near Le Bourget, France

The traffic bustled around the airport. "Almost like ants in a hill" mused a baggae handler, causing a thin academic man with think blond to stiffle a laugh as a gorgous redhead looked on, puzzled.

"Hank Pym, what is the matter with you?" Maria Pym, formerly Maria Trovaya asked her husband as he stooped low to grab the errant luggage.

"Nothing dear, just a small joke" Pym smiled as he grabbed his bags and his wife's few belongings.

"Well, I wish you would let me in on it Mr. Pym" she scolded, although there was goodnatured quality about it.

"I will darling, but later. We are on our honeymoon after all."

Maria smirked as she took her solitary bag from her husband's hands. "That is a fact. Where shall we wonder first? The Eiffel Tower? The Arc de Triomphe? Or should we just vist my father first?"

"How about the hotel? We're still a few miles from Paris itself you know." Pym grunted as he waved for a taxi, all the while unaware of the pair of suited men staring at them. Maria, her senes honed while fighting the might of the Soviet Empire, noticed the pair as they left the terminal. A taxi pulled up to Hank's summoning as the pair of men just stoof there in their black suits.

"Darling, do you notice anything odd about those two?' Maria asked quietly as they loaded their luggage into the trunk of the cab.

"Who, those jokers?" Hank quipped as he stared straight ahead to where the men had been a few seconds before…but they had now vanished.

"Nevermind, I must be seeing things." Maria dissmissed her fears as they got into the taxi.

As the taxi pulled out into traffic, Maria couldn't help but glance over her shoulder as a black sedan pulled out at the same time.

Several miles outside of Paris

"Hank, I think we're being followed" Maria said at length as the black sedan had not disappeared the entire time they had been on the road.

"Are you sure?" Hank asked, any sense of humor in his voice long gone.

"Positive. Look!" she pointed at the black car. Hank paled as he saw the car and its occupants.

"Driver, take us to the police!" Hank spoke in rapid French.

"Yes sir" the cabbie spoke in broken English as the black car suddenly let go with a burst of speed and was so close Hank could see the pearly white teeth of the driver.


The sedan slammed into their trunk. The cabbie tried in vain to keep the taxi on the road, but the sedan simply barrled by and slammed into the driver's side. The cabbie responded in kind, although Hank could only compare it to a housecat trying to takedown a lion. The sedan barely moved as the taxi was forced off into a ditch.

Hank slowly opened his eyes. His mouth tasted like it had been stuffed with cooper as he looked around. The car had slammed into a tree and folded like an acordian. The driver was slumped over the steering wheel. Maria was not in the car and the door was forced open.

"Maria" he gasped as he tried to move. Pain shot up both legs as he crawled outside in time to see Maria's limp form being pushed into the back of the black car. "Maria!" he shouted, the anger giving him a second wind. Scrambling to his feet, he dashed to the men and shoulder tackled the nearest one.

"Not so fast American!" the man shrugged Hank off as if he was no more botersome than a fly, "We have your wife. If you want to see her in one piece, give us what we want" the man said in a heavily accented English as Hank jumped back up swinging.

"You won't get away with this!" Hank roared as his fist connected with the taller man's groin. The man let out a howl of pain as he crumpled to the ground. The second man, not expecting such an attack as he got into the driver side, fumbled inside his coat as Hank slammed the car door on him. He slumped to the ground in pain as Hank looked into the backseat.

"Maria!" Hank shouted as his wife regained conscious.

"Hank!" Maria shouted back as she struggled to her feet. Sliding out of the back, she staggered to her feet as Hank grabbed her wrist and ran.

"We have to go!" Hank panted as they took off. Running off the road, they were scrambling into the French countryside when they heard the first shot. A tree branch overhead suddenly fell away with a loud crack. The dirt around their feet kicked up as they heard more shots.

"Should we split up?" Maria asked as Hank suddenly cried out in pain. A dark stain appeared on his knee as he slumped to the ground. "Hank!"

"Keep going Maria!" Hank said through gritted teeth. "Here!" he said as he thrust a small vial into her hands. "Keep this safe!" he said as he lurched to his feet.

"Hank, wait, what are you doing?" Maria pleaded as her husband stumbled on one foot deeper into the countryside.

"They're after me, I know it. Keep that formula safe Maria!" Hank shouted as he disappeared behind the thicket.

Maria looked down at the small vial. Slipping it into her pocket, she kicked off her heels and ran as fast as she could into the direction away from Hank. She heard men shouting and gunfire, but that spurred her on even faster.

Running for what seemed like hours, she fell to the ground after tripping over a gnarled branch. Dirty, her face streaked with tears and sweat, she lay in the dirt and soft grass until the sound of men approaching set off her survival instincts. Scrambling to her feet, she started to run again but the cocking of a pistol made her stop.

"You would be wise to stay still Mrs. Pym." Came a gruff voice as the two men from before stepped into view.

"Who are you, and what have you done with my husband?" Maria stood proudly before the pair. Refusing to show fear, she stared the men directly in the eye.

"We ask the questions." The second man wheezed as he gasped for breath. Reaching into his back pocket, he pulled out a small transceiver. Pushing a button, the men smiled as several men in green uniforms seemingly appeared out from the trees.

"Excellent job." One of the closer men said as Maria struck from behind and fell to the ground. As she lost conscious, the last words she heard stayed with her. "Hydra will be pleased."

Several hours later

Hank had run as fast as he could, but in the end blood loss was his undoing. Falling to the ground in a dead heap, he lay there for an untold amount of time before a passing farmer spotted him in his field.

From there he had been rushed to a local hospital; from there he had been taken to the American Embassy, where he was presently sitting before a cluttered desk.

"Dr. Pym, do you have any idea why these men would be after your wife?" Lee Kearns, a medium built man with a thinning hairline, asked as he poured over notes and papers.

"I met her during my doctorate program at Oxford. She said she had been involved in fighting the Reds in Hungary with her father" Hank explained as he rubbed his bandage leg.

"Dr. Trovaya, yes, we've already contacted him about his daughter's disappearance." Kearns injected as he slipped his now cold cup of coffee. "Dr. Pym, we have reason to believe that your wife was kidnapped by the Russians in revenge for her defecting and for her actions against them."

This news did little to soothe his nerves. "Alright, but what are you going to do?" Pym asked, trying to keep his voice from breaking.

"We have our best agents on the case Doctor." Kearns tried to reassure him as Pym fidgeted in his seat. The intercom on his desk buzzed as he picked up the phone. Listening to the other end, he hung it back up and rose from his chair. "Your father-in-law has arrived at the gate Dr. Pym." Walking to the door, Kearns shot a look at the scientist before he left the room. "Just let us handle this." He said, although Hank could tell there was an undercurrent of menace in the man's voice.


Maria woke up to find herself being dragged by two armed men down a long corridor. The captors were both dressed in the same green uniform with matching masks. They stopped before a large iron door.

"Get in there!" one of the men ordered as the other one opened the massive door. Shoving her in, Maria fell to the floor as the heavy door clanged shut.

Sitting up, Maria felt a pain in her leg. Looking down, she saw that in her fall she had landed on the strange vial that Hank had given her. Feeling down, she was shocked when her fingers came back bloody. "The vial must have broken," she thought before panic set in. "What was in it? I don't think it could be poisonous, Hank would have warned me, but then why do I feel so strange?" Maria thought to herself as her wedding band slipped off her finger and rattled on the ground.

At that same time

Hank fidgeted in his chair as his father in-law entered the small room. Kearns had ushered him into a small office when Dr. Trovaya raised all manners of hell at the gate. There had been no word from the kidnappers. The Embassy had offered them a place to stay for the night, but Hank had hardly moved from his spot. Dr. Trovaya paced back and forth, muttering to himself.

"Hank" the aged scientist spoke suddenly, "Those men, do you think they were Red agents?"

"Hmm, it would make since I suppose, but there was something about them that just doesn't add up. They seemed to want me. When we were being chased, I overheard them talking"

Thinking back, Hank remembered stumbling through the brush as he overheard the men's voices.

"I think he's this way". One of them said.

"Look, orders are orders. We get the wife. Worry about him later." The other one argued.

"Easy for you to say, he didn't punch you in the balls!" the first one groused.

"Alright, let's just get that dame first. Supreme Leader will have both out heads if we fail to follow orders."

"And that was it. If they had wanted to find me, they would have." Hank mused.

"Then perhaps my daughter was not the intended target." The older scientist said aloud. "Hank, I want to show you something I have been working on." He spoke as he moved over to a small box he had carried with him. "When you changed your area of study from chemistry to the study of ants, I thought you were just trying to honor me. But you had a different reason, didn't you?"

Reaching into the box, Hank was surprised when he pulled out a gleaming metal helmet and a garish red and blue costume out of his briefcase. "What's that sir?"

"Hank, I know you found a way to shrink things…don't deny it boy I read the papers. It stands to reason that someone else might have found out also. They are using my daughter as a bargaining chip Hank. I fled my home because life was cheap. I will not stand by and let my daughter be harmed by a bunch of thugs! This suit was meant to aid me in my research, and along with your shrinking formula, this could have been a great boon to the scientific world."

"I'm with you sir, but Maria has part of the compound." Hank paled as the image of him shoving the vial into her hands came rushing back to him. "If whoever those goons are have it, then the whole world may be in danger!"

Maria paced about her cell. Her watch had been broken in her scuffle, so she was unaware of how long she had been there. Feeling dizzy, she lifted her hand to her brow, only to discover her watch had somehow stretched out enough to slide down her forearm. "What's going on?" she wondered as she put her down. Her reward for such an action was seeing her watch slide right off her arm and shatter onto the pavement below. "Am I hallucinating?" she tried to walk forward towards the door, but quickly tripped on something unseen and pitched face first to the ground. Lifting up her skirt (which had gone down well past her knees) she gasped when she saw what had tripped her.

Her shoes

Her own footwear had somehow enlarged. Her feet, by comparison, looked like an infant's next to the massive things. "I've got to get out of here!" she panicked as she struggled to her feet. Her dress had grown so large that wrapped around her arms and legs like a straightjacket.

Walking forward as the door seemed to grow bigger by the second, Maria tripped once again and pitched forward, sliding out of her dress through the collar. Trying desperately to keep her underwear on, she ran towards the door. "Somebody! Anybody!" she shouted as she slammed her fists on the cold steel frame. She reached up for the knob, but as her hand went up the metal knob shot straight up and away from her reach.

"How small am I going to get?" she wondered as she simply let go of her bra. The now gargantuan garment slipped off her body and puddle around her feet, where her panties quickly joined it.

Feeling dizzy, she fell backwards into the soft cotton undergarments as her mind tried to digest what had happened. "I've shrunk." She said flatly as she gazed around the cell. The room seemed tiny before, but now it was as if she had been tossed inside Carlsbad Caverns. Minute cracks seemed big enough to shallow her whole as she rose to her feet. Cobwebs were now larger than most houses as she shrugged off her now useless underwear and walked around the cell.

"At my height, I could easily slip under the door and no one would notice" she thought as she dashed over to her now massive dress. The distance before was only a few feet, yet to Maria it seemed as if she was running the length of a football field.

Panting for breath, she collapsed into the fabric while she thought of a plan of escape. "I need clothes." She realized as she felt the cool air blowing from a formerly small vent high overhead.

Ripping large chunks from her collar, Maria smiled with pride as she turned the scraps into a makeshift outfit. "I'll also need a weapon, but what I use at this height?" she wondered as she looked around. Anything useful was either too far or too large. Looking over her personal items, she hit upon an idea when she spied her broken watch.

"I think that will do!" she thought as she jogged towards the ruined timepiece. Sidestepping the jagged bits of broken glass, she saw what she needed.

The second hand

Gripping it firmly in both hands, she pulled with all her strength as the slim bit of metal gave way and snapped off in her hands. "It may not be much," she thought as she swung the metal rod around, testing its strength and sharpness. "But it will have to do."

And so, with her weapon at the ready, Maria moved carefully under the door and outside to the hall. She gasped in shock at what she saw:

Plush carpet and wood paneling greeted her eyes. Looking up, and craning her neck in the process, she stared at the portraits of American presidents that were adorning the walls, their names etched in bronze plagues under the pictures. "Where am I?" she wondered as she crept down the hall, keeping close to the wall as she could.

She walked for what seemed hours, yet she barely passed the first portrait she was under. As she leaned against the polished (and dusty, at least from her perspective) wall, she was almost knocked on her backside as a deep rumbling came down the hall. Men's voices, deep booming cries that made her head throb, roared down the hall as men dressed in the same green attire that she had seen before rushed down the hall with their weapons drawn.

Looking up at her surroundings, and at the stampede of men that had just passed her by, Maria got a sinking feeling in her gut as she realized where she might be.


"Hank" Dr. Trovaya asked as he quickly placed the red and blue costume back. He still held the helmet as he talked. "Take this. We don't know who the enemy is, but they can't get their hands on this." He said as he shoved the helmet into Hank's hands.

No sooner had the words left his mouth than over a dozen men in green uniforms kick down the door. "Freeze!" several of them said as they all drew various automatic weapons.

"I'll take that helmet!" the apparent leader said as he snatched the helmet from Hank's hands.

A bloodied body was dumped inside the room. Hank gasped as he recognized the man. "Kearns? What's going on here?"

The leader of the group spoke before Kearns could open his busted lips. "We are taking our place as rightful rulers of the world Dr. Pym. We thank you for giving us the means to do so." He smiled sardonically as Kearns was dumped at their feet. Turning to a lackey, he holstered his gun. "Kill them all. With the wife in custody, we don't need him anymore."

Another solider, and from his uniform he was of a lower rank, rushed forward and whispered into the commander's ear. The commander's face paled, and then turned a bright red. "She what? How?" he said through clenched teeth. The lower ranked officer shrugged his shoulders.

"Belay that order!" he shouted just the rest of the men had their guns trained on their captives. "Dr. Pym, it seems that you just became indispensable to us."

Maria panted as she ran. She was now almost three feet down the hall, and the end was nowhere in sight. "There has to be a better way!" she thought as she heard more rumbling coming from behind her. "And I think I just found it."

Crouching and holding her spear at the ready, she waited until she saw the stampede of boots coming her way. "Here goes nothing!"

Gripping the second hand tight and right out in front of her, she ran with as much speed as she could muster. As she neared the carpet, she thrust down with the second hand. As she hoped, the second hand acted as a pole. Vaulting her up and over the carpet and onto the back of the nearest boot.

She cursed slightly as the second hand was lost back on the carpet, but her attention was brought back to the present when her ride stopped. Looking around, she almost screamed when she saw where she was.

Towering over her were Hank and her father. Their words were too loud for her to clearly understand. Dropping down, she scurried as fast she could behind a potted planet.

"You were the ones who kidnapped my wife?" Hank raged, but the constant reminder of the guard's guns kept him from acting on his impulses.

"Yes, but it looks like she no longer with us." The commander spat as he turned to a subordinate. "Take them all to the lab."

Maria tied to signal her husband or her father, but she was too far away to them to see. Letting go of the guard's boot, she fell to the carpet and rolled off to the side. Crouching behind a potted plant, she waited until her husband and father were being moved out of the room before she acted.

Seeing Hank's shoelace flop over the side of his shoe, she ran as fast as she could and reached for the mess of cotton lines like a lifesaver offered at sea. The looming bodies overhead shielded her from detection, but she gripped the leather tongue of the shoe with all her worth, least Hank think she was a bug and try to scratch.

Hank felt cold as he was prodded down the hall. His father-in-law said nothing as he was lead on, and Agent Kearns looked livid as he trailed behind him. Maria…gone? The thought seemed so alien to him that he couldn't even comprehend it.

Shuffling past barded doors, he and his father in-law were shoved into a small room filled with laboratory equipment. Kearns was led away as the commander stepped inside with them.

"Dr. Trovaya, Dr. Pym, you will work here." He said as he tossed the helmet he had snatched to the floor. One of the antennae broke off and skittered away as it landed on the hard pavement. "I want that formula, Dr. Pym, and I will not tolerate any foolishness on your part."

Trovaya moved to take the helmet off of the floor, when the commander turned on him and fired. The elderly scientist staggered as the commander gave a small smile. "I need your work Dr. Pym, not his. Work hard, or that will be your fate."

Hank stood motionless as the commander slipped out into the hall. "Give me a working batch of the formula with the hour, or you'll be joining him." The commander threatened as the heavy door slammed shut. Hank rushed to the older man's side.

Pym was a chemist, but even he could tell the old man's injuries were fatal. Holding the dying man's head up, he tried to think as Dr. Trovaya suddenly reached out towards his stomach and smiled. "Maria, I knew it would work." He gasped. Grabbing Hank's hand, he directed to a small speck that seemed to be moving over his shirt.

Shaking his hand free, Hank ran to the table and grabbed a magnifying glass. Dashing back, he peered through the lens at what the dying man was trying to make him see.

Below, standing on the blood soaked material, was Maria. "Holy Hannah!" he gasped as he stepped back. His joy at seeing his wife alive was short-lived as Dr. Trovaya struggled to speak.

"Hank, you must stop them. Use my helmet, use your formula before it is too late!" he gasped as his head slowly sunk forward.

Trying to clear his grief, Hank grabbed a glass slide off the table and placed it near the tiny speck that was his wife. "I have some work to do." He grimly thought as he placed the slide on the table.

Reaching into his pocket, he pulled out a similar vial that he gave Maria. Stepping back, he opened it up and poured the contents over the small speck.

Maria was busy waving at her husband as she saw him pull out a massive tube (like the one he have her). "Hank, what are you doing?" she shouted, although her voice was too faint for him to hear. She saw him fiddle around the top before a cascade of liquid began its descent towards her. "Oh no" she realized too late the reasons behind his actions.

Unable to move, she was caught in the downpour. The chemical brew washed over her, knocking her off the slide and sending her sliding towards the end of the table. Struggling to grab hold of something, she failed to notice that the slide was now as big as her foot.

"I'm getting bigger!" she thought as the room was still spinning. Her slid towards the edge of the desk slowed down as her size increased. Within seconds she was almost a foot in height and getting bigger. The strange chemical that was reversing her condition evaporated into the air, as she grew taller by the second.

Now tall enough to see the floor, she hopped down before her astonished husband and shakily made her way over to her father. The room spun wildly as she tried to cover the distance, but her legs felt like they had been made from rubber as she tried to move. Seeing the floor falling away from her didn't improve anything.

Now standing at and even two feet, she slipped on the floor. Looking up at her father, she felt something tear inside. Hot tears started to run down her face as she forced herself to her feet. Her eyes blurred, she all but grabbed her own ankles and moved them herself as she collapsed near her father. "Poppa!" she cried in Hungarian. Holding his head in her growing arms, she sobbed as the old man looked up at his glossy eyes.

"Maria, Maria" he said so faintly that Maria was the only one to hear it. "You look so much like your mother." Taking her hand in his, he squeezed it. "You have a responsibility now. You must stop these evil men before they use our work for their own selfish goals." He leaned in close to whisper something else. Maria, now at four feet, nodded as he spoke.

The old man coughed up blood as he finished. Maria leaned down and closed his eyelids. "He's gone." She said.

Hank stared silently at the scene. His wife, now at her normal height, was saying nothing as she stared down at her dead father. She slowly turned around. "I thought I left this when I came to America. I've gotten sick of burying family Hank." She said as her anger build. "We have to stop these monsters!"

"Couldn't agree with you more, and I think I know how to do it." He said as he eyed the broken helmet and the chemicals.

The work was hard. With her father there to guide her, Maria was unsure of how to fix the helmet. Hank brew up what he called 'the Pym particles' as the clock ticked away their final hour.

"You have to give these butchers some credit, they managed to reproduce just about everything I have in lab back in the States." Hank mused as he adjusted the control on the Bunsen burner.

Wiping the sweat from her eyes, Maria looked down at her work as she placed the tools off to the side. "But they're not going to enjoy the fruits of your labor." She smiled grimly as she held the silver helmet up. "I've repaired the damage the best I can, but we still don't know how the whole system will work."

"There's only one way to find out." Hank said as he grabbed the formula and the suit. "I'll try it first. You keep the antidote ready in case something goes wrong." He tried to sound glib, but the words sounded wrong. Slipping the suit over his clothes, Hank gave his wife a quick kiss before placing the helmet over his head.

"Here goes nothing," he thought. Dousing himself with the strange elixir, he closed his eyes as the world around him suddenly enlarged. "Amazing" he whistled as he opened his eyes to see his wife's bare toes staring back at him.

"Let's see if this still works," he muttered as he reached around and touched the control panel on the side of the helmet. Flicking switches, Hank stopped when the antennae sprung up and started to wave around. "Incredible!" Hank whispered as thought began to enter his head. Strange alien thoughts and feelings surged through his mind as he tried to process what was happening.

"The ants! I can feel them in my mind!" He fell to his knees as he tried to sort the new sensations. "It's like nothing ever recorded before!" he shouted as he noticed a line of ants that were mulling about the base of the wall.

Thoughts, feelings that he could even begin to describe went through his mind as the ants approached. "Are you talking to me?" he thought, trying to signal the insects.

The lead ant stopped and stared at Hank. Its antenna twitched rapidly, sending out signals that were in turn picked up by the helmet. Hank, for lack of a better term, FELT the ant talking to him. Not with direct thoughts, but he could sense through the helmet that the ants were curious. "Am I controlling them, or are they listening?" he thought as he remembered Dr. Trovaya's work. "Ants communicate through pheromones, but they do think. So I should be able to control them," He thought as he adjusted the controls on the helmet. "Amazing! I never would have thought my work would be used in such a way. I really could have used this helmet when I first shrank myself." Hank thought back to the first time he experimented with the shrinking formula. In his rush to test it, he had shrunk himself out of reach of the antidote, but not the ants that had come in through an open window. Being trapped inside an anthill was an eye opening experience, but he remembered the ant's actions. They communicated through their pheromones and antenna. Lacking one but not the other, Hank tried to compensate by increasing the power.

More and more ants poured out from the cracks in the wall, but they stood motionless. Gesturing to the table, Hank blinked the sweat out of his eyes as the ants moved en mass towards the structure. "I'm controlling their minds!"

Maria stared at the speech on the floor that was once her husband. She was scared to move. Fearing that one misplaced toe could kill him, she stood as still as she could.

Seeing the tiny dot move, she gasped as she saw hundreds of ants moving out from the wall and surrounding her husband. Grabbing the magnifying glass, she peered through the lens and gasped as she saw her husband.

Ants surrounded Hank, but he didn't seem to be in any danger. Seeing him gesturing, she bent down lower and placed the glass near him. Hank nimbly leapt from the ground to the offered tool as the ants continued to pile into the room.

Setting him down on the table, Maria watched in amazement as Hank ran over to a pencil and broke off the tip. Running back over to a notepad, he began to scribble notes.

"M" she began to read softly as Hank ran down the length of the paper.

"Bringing ants

Will free Kearns

Take antidote with you

Get help"

Maria looked down at her husband. "Hank, what are you planning to do?" she asked as the small red and blue dot dashed over the side of the table. Before she could catch him, she saw hundreds of ants rushing to the end of the table and form a living hill. Hank neatly tumbled into the living pile and vanished as the ants began to swarm out under the door.

"Commander, what are you planning to do with the Americans?" a lower ranked solider asked as the Hydra commander sipped on his tea.

"Kill the agent. Once we have the formula, we will no longer need him. Has anyone seen the wife?"

"Negative sir. There was no way she could have escaped"

"Her absence implies that a way exists number 14. Find her, and kill her. We can't afford any mistakes." The commander said, in a tone that made number 14 remember what happened to number 13. The thought made him wince.


Kearns rubbed the bump that had formed on the back on his head as he paced the cell. "Rotten thugs" he grumbled as he continued to walk. "They infiltrated us down to the janitors as I didn't even suspect a thing!" he fumed as he turned around.

Around the base of the door was something that made Kearns's skin crawl.


Thousands and thousands of ants

"Now we have bugs in here too?" he shouted as he took off his jacket and wrapped it around his fist, hoping to crush as many of the pests as possible. Something strayed his hand though as he approached the black horde.

The ants were climbing up the door and there was one weird looking red and blue ant in particular that crawled from the swarm and entered the lock. The sound of the tumblers moving made Kearns step back as the door slowly creaked open.

"Well I'll be damned!" he whistled as the ants left the room.

Sneaking out into the hall, Kearns stopped in his tracks when he saw a guard standing at attention with his back to him.

Creeping up slowly, he reached out with his jacket and wrapped it around the guard's neck. Dragging the protesting man backwards, he slammed the guard's head into the wall. The man crumpled to the ground with no sound.

Grabbing the guard's gun and keys, Kearns stared wide-eyed as he looked up. On the wall before him was a giant arrow…made by the ants. "I guess I should take your advice," He thought as he made his way down the hall. "You got me this far."

Seeing the ants forming a line to another cell, Kearns nodded as he took out the keys. "One of these must be it," he thought as he tried several keys in succession before getting the right one. "This must be where they're hiding those scientists".

Maria gasped the cell door opened. The bruised and bloody man stepped in and grinned as he saw her. "Mrs. Pym I presume?" he tried to sound caviler about it, even though the sight of her father's body did make him pale a little.

Trying to ignore the corpse (and the fact that the gorgeous woman before him was only wearing a few scraps of cloth), Kearns gestured towards the door. "Come on, these goons are likely to notice us missing."

"Where are we going?" Maria asked as she took one last look at her father.

"Access tunnel to the outside. It's to be used in emergencies, and I think this counts."

Back upstairs

"I think it is time I checked on our American friend and saw if his labors have born fruit." The commander said to number 14. Just as he set his teacup down, the door to his office flew open and a panicked agent scrambled inside.

The man's uniform was a mess, with sections of it torn away and blood seeping out. Struggling to his feet, the agent ran his gloveless hands over his shoulders as he stood up. "We're under attack!" he shouted as he began to scratch himself vigorously, tearing away bits of his uniform and drawing more blood.

"What? Impossible!" the commander raged as he drew his pistol. "Where are they coming from?" he demanded.

"Everywhere! Ants, ants crawling on me!" the agent screamed as he fell to the floor and started to writhe.

"Must be some kind of chemical," the commander thought aloud as he walked over to a control panel and started to speak into the building's PA. "Invaders. Initiate Attack Plan Delta" he ordered as he pressed a red button on the wall. "Number 14, secure the American's work and met with the group at the assigned rendezvous point. Hail Hydra" he saluted as a section of the wall slid away reveling a secret elevator. Saluting, he stepped inside as number 14 was left to gawk at the chaos and confusion that was now spilling into the room.

Agents were running wildly in the halls. Number 14 felt a shiver of revulsion as he saw the hordes of ants that were crawling over almost every surface (and agents). Trying to reestablish order, he grabbed the nearest agent and shook the man. "You. Go set off the sprinkler system. We'll drown these pests!" he shouted over the din as men rushed by screaming as their flesh was being devouring by the living horde.

Not waiting to see if his order were understood, 14 rushed by the panicking men. "Pym is responsible for this mess, I know it!" he seethed as he drew his pistol.


"All right Mrs. Pym, the tunnel should be right around this corner." Kearns whispered as he carefully glanced past the concrete. Two Hydra guards were standing at attention with automatic rifles. Checking his pistol, Kearns was dismayed when he found only one bullet in the chamber and an empty clip. "Of all the guards I take down, I get stuck with Don Knotts's cousin."

Reloading and saying a silent prayer, Kearns gripped the pistol in both hands as he prepared to fire…. just as an alarm klaxon began to sound.

Glancing around the corner, Kearns and Maria gave a sigh of relief when they saw both guards had left their post.

"Somebody up there likes us" Kearns joked as he walked towards the door.

"Perhaps" Maria answered softly as Kearns entered the combination and opened the door. As he swung the massive steel door around, Maria kicked him squarely in the back. As he fell forward she slammed the door behind him. The lock tumbled back into place, sealing her out. "Sorry Mr. Kearns, but I can't leave without my husband."


14 ran as fast as he could towards the source of his problems. The ants that had invaded the building had all come from the cell area, so it stood to reason that the scientist had unleashed them.

Stomping his boots to clear them of the living rug, 14 kicked down the door to Pym's cell. Instead of seeing the panicked scientist though, all he saw was the late Dr. Trovaya and more ants.

"First the wife now him? Where did he go?" he raged as he overturned a nearby table, sending various chemicals scattering across the floor. The klaxon increased as a countdown began in French. 14 smiled as he exited the room. "It doesn't matter now. When this place goes, everyone here is a goner" he chuckled as closed before, but as he turned, he let out a scream as he felt something piece his boot and enter his foot.

Falling down, 14 looked around wildly as he fired his gun down the hall. Looking down, he saw that a nail had somehow been shoved into his boot. "Who did this?" he wondered as scrambled to his feet.

"I did it"

Whipping around, 14 emptied his gun down the hall. "Who said that?" he shouted.

"Dr. Pym, you murdering coward" came the same voice, which seemed to be coming just behind him.

"Pym? Where are you?" 14 asked as he limped down the hall.

"Right here, where else would I be?" the same voice answered again.

A cold bolt of panic settled in 14's stomach as he realized something. "You shrank yourself, didn't you?"

"That's right. Tell me where your boss is and you might get out of this in one piece."

14 gave a panic-filled laugh as he looked down at his gun. Spitting out the empty clip, he popped in a fresh one.

"That won't work" Pym's voice warned.

"Yes it will." 14 said calmly. "Hail Hydra. Cut off one limb and two more shall take its place!" he shouted as he raised the gun to his temple.

"No you fool, don't!" Pym shouted as the gun went off.

Pym rolled off of the dead man's shoulder in agony. Yanking the helmet off, he grabbed his ringing ears as he tried to stand to his feet. "Coward!" he shouted, although he could no longer hear his own voice.

A sudden vibration knocked him off his feet. "They must have some kind of self destruct sequence. I've got to find Maria!" he thought he ignored the throbbing in his head and the ringing in his ears as he put the helmet back on.

Concentrating, Hank forced himself to stand as the ants swarmed over the body of the Hydra agent and came to a stop at his feet. Hank gritted his teeth in concentration. The ants responded by moving towards him, with one of them scuttling up like a many legged horse. "I suppose calling you Silver would be out of the question?" he tried to joke as he vision became blurred. Forcing himself to stay awake, He slumped down on his ride as the ant carried him away from the carnage.

Maria rushed through the halls as the countdown continued. Avoiding the ants as best she could, she stopped suddenly when she saw a red and blue dot leading a massive army of the insects.

"Hank!" she whispered as she gripped the antidote in her hand. Reaching down and popping the top of the vial off, she held her hand out as the miniscule man flopped down into her palm.

"I hope this is enough!" she prayed as she poured the contents over her husband.

Hank was unmoving as the liquid splashed over him and the strange effects began to reverse themselves. Putting him down, Maria stood back as the tiny figure quickly grew into the larger version of the man she loved.

"Hank!" she shouted as he groggily took the helmet off.

"I can't hear." He said as he tried to stand up.

"No time to explain, we have to leave!" Maria said as she grabbed an overturned chair and heaved it against a nearby window. The glass cracked and fell away in the frame.

Hank hastily removed the costume and wrapped it around the helmet. Smashing the remaining glass, he toppled out of the window and landed with a thud in the bushes below. Maria climbed out (and did her best to maintain her dignity) as the police and firefighters showed up.

Running like two banshees, Maria half pushed/half dragged her husband away as flames erupted from within the building and hungrily lapped up the structure as the firefighters tried to put the fire out.

"Pym!" shouted Kearns as he limped over from ambulance. "How did you escape?" he asked as the medics tried to get him to sit back down.

Hank looked at the agent and shrugged. "I had some help," he said as his hearing slowly returned. Looking back, he smiled as he witnessed the ants leaving the burning building. "From some good friends" he added silently.


The commander straightened his mask as he leaned back. The escape elevator had taken him to a secret tunnel that lead across the Channel. Sitting comfortably in the specially designed pod, he flicked on the communicator to the Hydra Headquarters.

Before he could begin with the customary salute, the face of Baron Strucker greeted him. "Supreme Leader, I wasn't expecting you!" he said nervously.

"No, I suspect you were not. You lost our French Base, exposed us to the world, and now you have the audacity to come crawling back here?" Strucker said an even tone.

"But sir, we were overrun! That American, he must have used some kind of gas!" the commander babbled, his cool evaporating as Strucker continued to stare him down.

"No excuses, and no failures." Strucker spat.

The commander didn't even have time to scream as vents opened from all angles and flooded the pod with gas.

"Hail Hydra" Strucker said as he watched the man choke on his last breath.

Back in France

Hank sighed as he leaned back in the hospital bed. His ears had been checked out, and he was told his hearing would come back. Rubbing the gauze, he was still annoyed with the whole procedure.

A feminine form at the door took his attention away from his injures.

"Maria!" he said as he sat back up.

"Hank" She said sadly as she entered the room and sat down on the bed. "I thought I left this insanity behind when I came to your country."

"I know Maria, I know." Hank softly spoke as his gaze wondered over to the small bundle of clothes and the strange helmet. "Maria, such injustice can't go on for ever. Maybe… maybe someone needs to fight this evil."

Maria looked at her husband as if she was just seeing him for the first time. "Hank, darling, what are you saying? That you want to become, what is the word, a hero?"

"Something like that. I'm a scientist first, but after this I think my discovery and your father's invention could be put to a better use."

"Yes, yes it could!" she said as she stood up. "We can both use this as a way to strike back at those who would threaten the world!" she spoke as she held the costume up.

"We will be like the ants. We will work hard to remove the scourge of evil!" Maria swore as she held the battered helmet high.

Hank looked on at his wife with a look of respect and fear. "Maria, this could be dangerous. I couldn't risk losing you."

"You won't Hank, you won't. I'll always be right at your side."

The two shared a passionate embrace as she placed the helmet in her husband's hands. Hank looked down at the slightly bent antenna and almost chuckled. "Honey, I think I have the perfect name. Ant-Man"

"Ant-Man?" Maria spoke slowly, as if trying out the word herself. "I like it."

The end

Notes to Astonish

What a long strange trip it has been. This story is original, although I was inspired by several stories. The first was "The Man in the Anthill", which was published in Tales to Astonish #27 (January 1962) and is credited to Stan Lee (plot), Larry Lieber (script), Jack Kirby (pencils), Dick Ayers (inks), and John Duffy (letters). That was the first appearance of Hank Pym and the amazing 'Pym Particles'.

The next story was "The Return of the Ant-Man", which was published in Tales to Astonish #35 (September 1962). It had the same creative staff as #27, and was the first appearance of Ant-Man (in which he battled some Communist spies).

The next and final story was "The Creature from Kosmos", which was published in Tales to Astonish #44 (June 1963), and is credited to Stan Lee (plot), H.E. Huntley (script), Jack Kirby (pencils), Don Heck (ink), and Art Simek (letter). That story was not only the first appearance of Janet Van Dyne (AKA the Wasp), it was also the first; and last, unless you count a few issues of West Coast Avengers, of Maria Trovaya and her father.

Yes, Hank was married before he met Janet. The couple, on their honeymoon, decided to head to the same Eastern Block country that Maria and her father had escaped from, which always seemed rather dumb in my opinion. The expected results happen, and Hank is left a widow. Which was also a major factor in his relationship with Janet Van Dyne for most of the early run.

My take on the series is going to be different. As you have read, Maria is alive and well and I do have some plans for her. Big plans….

Ah, but what of Janet? Will she be in the series?

Well…all I am going to say on that is keep an eye out for the next issue. It's going to be a blast when Ant-Man meets Comrade X!

See you soon True Believer!

Other issues to look for:

Journey Into Mystery #3-See Lady Thor battle Loki!

Sensational Comics #3-The Hulk goes on a rampage against the Circus of Crime!