Tales to Astonish #38
Tales to Astonish #38 marks the debut of Egghead (Elihas Starr), who would grow from a mob-hired nuisance into Henry Pym's most persistent and personally destructive nemesis across two decades of Marvel Comics. The issue also delivers an early and surprisingly thoughtful statement about Ant-Man's relationship with his insect allies: the story makes explicit that Pym communicates with ants rather than commands them, meaning their loyalty is freely given — a character-defining distinction that the villain cannot comprehend. As only the fourth Ant-Man adventure in costume, the issue was the first to give the hero a recurring arch-enemy built specifically around the logic of his powers, a structural move that helped Tales to Astonish evolve from a sci-fi anthology format toward something resembling a genuine superhero serial.
In "Betrayed by the Ants!!," a skeptical art critic visits a sculptor only to be stunned when the man’s seemingly lifeless statues speak—revealing they’re not sculptures at all, but alien infiltrators posing as Earthlings. Written by Stan Lee and brought to life with eerie precision by Steve Ditko on pencils and inks, this 1962 tale blends surreal horror with a touch of cosmic irony. The cover by Jack Kirby and Sol Brodsky captures the moment of shock with bold, dynamic flair.
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The story 'Betrayed by the Ants!!' was produced under the Marvel bullpen's 'Marvel Method' workflow of the period: Stan Lee supplied the plot, his brother Larry Lieber scripted the full dialogue, and Jack Kirby penciled the Ant-Man lead story. The series was in only its fourth costumed-Ant-Man issue at the time of this story's September 11, 1962 on-sale date (cover-dated December 1962), meaning the creative team was still actively building Pym's rogues gallery from scratch. The rest of the anthology issue featured backup stories illustrated by Don Heck and Steve Ditko, also edited by Stan Lee, reflecting the era when Tales to Astonish was still straddling its sci-fi anthology roots and its new superhero identity.
Trivia · 8 facts
- First appearance of Egghead (real name Elihas Starr), the villain who would become Henry Pym's defining arch-nemesis across his Ant-Man, Giant-Man, and Yellowjacket careers.
- Egghead is depicted as a disgraced government atomic scientist fired by the U.S. Atomic Energy Board under espionage allegations, then recruited by organized crime to defeat Ant-Man.
- Created by Stan Lee (plot), Larry Lieber (script), and Jack Kirby (pencils); this was part of Lieber's run scripting the first nine costumed Ant-Man stories (Tales to Astonish #35–43).
- Cover date: December 1962; on-sale date: September 11, 1962. This is Henry Pym's 13th overall appearance and his 4th as the costumed Ant-Man.
- The lead story's title is 'Betrayed by the Ants!!' — the core dramatic irony being that the ants are never actually betrayed; they warn Ant-Man of Egghead's trap because they are his partners, not his slaves.
- Egghead's next appearance is Tales to Astonish #45 (July 1963), where he targets the newly introduced Wasp to lure Ant-Man into a second trap.
- The lead story has been reprinted multiple times in color: Giant-Size Avengers #4, Marvel Tales #3, Marvel Masterworks: Ant-Man/Giant-Man Vol. 1 (2006 and 2013 editions), and the Ant-Man/Giant-Man Epic Collection Vol. 1 (2015); and in black-and-white in Essential Ant-Man Vol. 1 (2002).
- Elihas Starr was adapted for the Marvel Cinematic Universe in Ant-Man and the Wasp (2018), portrayed by Michael Cerveris — though that version's backstory differs significantly from the comics original.
Cast · 4 characters
Full credits
Full plot ⚠ may contain spoilers
▸ Reveal full plot — may contain spoilers
An art critic visits a sculptor to give him his opinion of his work. He tells the crestfallen man that his statues appear lifeless. He faints when one of the statues calls him a fool. It turns out the 'statues' were aliens attempting to pose as Earthlings in order to infiltrate. They deposit the critic outside and depart Earth.
Plot details indexed by the Grand Comics Database (CC BY-SA).