Paul Rudd’s lovable take on a superhero, Ant-Man, has returned in the first film Marvel Studios has dubbed “Phase Five” of their shared Marvel Cinematic Universe continuity, Ant-Man and the Wasp: Quantumania. All involved have hyped up about how this film will be the first grand entry into what is going to be the next big story that Marvel will tell, ultimately culminating in Avengers: The Kang Dynasty on May 2nd, 2025.

For those unfamiliar, Ant-Man and its sequel Ant-Man and the Wasp, had a unique tone in the MCU. These films (each directed by Peyton Reed) were mirthful comedic heist flicks steeped in the family-friendly subject matter. The films were never too self-serious, and the jovial atmosphere coupled with star Paul Rudd’s endless charisma made them a lovely little island nestled amidst the much more severe or dark fair that other Marvel films had to delve into. These films were the place to come to enjoy the dynamics but primarily be entertained. They also each featured a secret weapon in the scene-stealing Luis (Michael Pena), who would rattle off rapid-fire stories that seemingly meandered in a million directions.

This third installment of the Ant-Man films almost wholly abandons the joyful, comedic tone in favor of a sci-fi rebellion story. It’s almost as if it’s a comedy sandwich. There are about five minutes of the film at its opening that feels like Ant-Man 1 and 2, and then about five minutes in the end that do as well, but everything else in between is almost tonally wholly divorced from what made the first two films special. That’s not to say there aren’t laughs, but most of them come from a new character Veb played by David Dastmalchian (who also played one of Scott Lang’s partners Kurt in the first two films). No, not even Bill Murray, who has an oddly chosen supporting role in the story as a crime boss/governor of sorts named Krylar is all that funny in this film. Instead, the focus here is fully unfurling the long-teased Quantum Realm and what goes on down there, and of course, the looming presence of the next big bad guy in the MCU, Kang the Conqueror (Jonathan Majors).

Thankfully—whereas most MCU films are hard to write about without spoiling significant developments—the trailers for Quantumania give enough of the story that detailed analysis is possible. An experiment created by Lang’s daughter Cassie Lang (Kathryn Newton) goes awry almost instantly, sucking all the principal characters (including Michael Douglas’ Hank Pym and Michelle Pfeiffer’s Janet van Dyne) into the Quantum Realm and even possibly beneath it into a microscopic realm beyond time itself where whole civilizations exist.

The story is hinged on two major threads. One: how Janet Van Dyne kept her entire thirty-year period trapped in this realm completely a secret and why. And two: introducing Kang the Conqueror, his motivations, origins, and almost unstoppable abilities. The first is tied up for so long when Michelle Pfeiffer finally explains her reasoning, it’s almost hard to swallow that justification is enough to warrant hiding a villain so powerful he’s capable of destroying whole timeliness (never mind whole worlds or realities).

The second is going to be why people either love this film or find themselves disinterested in it. Majors’ performance as Kang is supremely impressive. He holds nothing back when rendering someone who would kill anyone to subjugate any particular place that needed to be in quest of controlling the multiverse. He’s physically dominating and mentally fearsome. So much of Quantumania becomes a Star Wars-esque sci-fi saga all framed around Kang’s potential threat. As a singular villain, it’s far more than enough, and even his current state is presented as if it’s all but unstoppable.

The challenge is the events of the Disney+ series Loki set this character up. In that series, Loki and Sylvie confront a version of Kang that goes by the moniker “He Who Remains” at the end of existence. That version of Kang indicates he’s literally keeping the entire multiverse in alignment by not allowing other versions of himself to exist in other realities. He indicates that if he’s dead and gone, everything everywhere will ultimately spin into a full multiversal war. So that is what is just being started here in this film. That’s a lot to ask for a movie fan to engage with conceptually, not just one BBG, but one villain with an endless array of different versions of that same villain, all incredibly powerful and crazy. It’s a lot to comprehend, much like the depiction of The Matrix’s Agent Smith in The Matrix: Reloaded, where Neo fights over 100 copies of Smith simultaneously. The question for everything that comes next in the MCU is whether the fans find that prospect thrilling and worth the time commitment of these following many films and shows. If they do, it will be a wild and daunting ride. If they don’t, it might get head scratching-ly tough to follow.

While this mega baddie is being brought forth in a stunning display, the excellent Michael Douglas and Evangeline Lilly’s parts don’t leave much for them to chew on. Douglas himself shows in a few brief moments just how skilled he is as an actor, but Lilly’s role in the story almost feels like an afterthought. There are comments on marital infidelity that are played out as if they’re no big deal, and Kathryn Newton gives a super cute and plucky rendering of Cassie. Still, it never jumps off the page to cement her motivations as a character through a crazy series of events.

On the positive side, the film is, all in all, still fun and worth watching. The Quantum Realm is a gorgeous slice of imagination, featuring settings, characters, and even buildings that fans will remember for years. It has an inkling of what viewers described as their first experience seeing Star Wars in the ‘70s, marveling at the colorful characters, creativity, and costume design. Rudd admirably holds the mantle and all that a very different approach to his Scott Lang character called for. And, of course, at the end of the piece, everything does make sense and is not left in a muddled mess.

Score: 3 out of 5

Ant-Man and the Wasp: Quantumania is super worthy to see if you’re already a fully immersed fan of the Marvel Cinematic Universe, but it’s hard not to miss the more ebullient tone of the first two films. Also, everything hinges on how you feel about Kang the Conqueror. If this treatment of the character does it for you, you will be thrilled at what’s coming. Otherwise, it’s hard not to have wanted a little more in the story to bring this stellar team of characters to life with the detail they all deserve.