The story takes place in two separate time lines.

The first during Wolverine's Enemy of the State storyline. The second storyline just after the Civil War but right before the World War Hulk Storyline.

In the first, new S.H.I.E.L.D. agents Eric O'Grady and Chris McCarthy are asked to protect Hank Pym, while the other S.H.I.E.L.D. agents were sent to fight Wolverine. Eric and Chris, not used to guard duty, accidentally knocked out Pym and seizing the opportunity to live out a childhood dream, Chris puts on the Ant-Man Armor Pym had been working on. Chris vanishes. Eric seizes his day and uses the dissapearance of Chris to make moves on Chris' girlfriend Veronica.

Meanwhile the Post Civil War Eric, saves a girl from a mugger using the Ant-Man armor and while still in costume promptly asks the victim out on a date.