Building a Better Mousetrap for 'Despereaux'

It's hard enough making a stylish animated feature with dark undertones, let alone starting from scratch with the launch of a new studio. But that's exactly what Framestore did in taking on The Tale of Despereaux (opening today) in partnership with Universal Pictures. London-based Framestore has certainly received acclaim for its CG creatures. Think of the Oscar-winning polar bears from last year's The Golden Compass, Aslan from this year's Prince Caspian or the hippogriff from Harry Potter and the Prisoner of Azkaban. But feature animation is quite different from visual effects, requiring a more robust and unified pipeline, along with different skill sets, among other things. And Despereaux, adapted from Kate DiCamillo's Newberry Medal -winning novel about a heroic mouse (Matthew Broderick) a conflicted rat (Dustin Hoffman) and a dispirited princess (Emily Watson) posed a host of artistic and technical challenges.

Drawing from a largely European talent base, the Framestore Animation team was led by Exec Producer David Lipman (Shrek 2), with Despereaux boasting a color palette and lighting scheme inspired from the Flemish school of painting epitomized by Vermeer and Bruegel.

"Building a feature animation arm is a ton of work," Lipman admits." It's very different from a visual effects division in the number of shots and how you track assets and deal with managing a show. First time pipes are really tough but we got there in the end. And visually the show is like nothing you've ever seen. It was challenging to do a kid's storybook come to life: it's very painterly and unbelievably detailed and the directors [Sam Fell and Robert Stevenhagen] allowed us to go really dark. There are a lot of blacks and things falling off into nothing. It's stunningly beautiful."

"Animation is a space we've always wanted to be in," adds Framestore co-CEO William Sargent, who also serves as an exec producer on Despereaux. "The thing about the company is, because it's private, the shape of it has been based on our aspirations and not on some sophisticated business plan. And feature animation is something we really, desperately, had a passion for but we couldn't find the right project for four or five years that had the criteria that I was looking for. At one end, I wanted it to be a major studio-backed one because I wanted to know that it was important to the studio and so the care and support would be there for the film and at the other end, the right script and people and character and all of that. I probably turned down at least 10 projects before the stars were in alignment, as they say.

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"We had the experience of making very large vfx things, but we were very clear from the beginning that we didn't take for granted that you merely transition from one heavy duty pipeline to another. We started with a very humble position and that this is a different creative process. And also the dynamics of the technology are different. I think where we've ended up is richer for the texture of it."

Framestore took advantage of a basic Maya/RenderMan pipeline on top of which they built a data management system courtesy of Shotgun, along with proprietary Framestore plug-ins to make it unique. "We maxed out at a crew of about 278," Lipman states. "We had some CG talent from Framestore, including the software and tools group. And a lot of imports: Australia, New Zealand, the States, France, Germany and Spain." They even recruited some recent graduates, including from the prestigious Gobelins, rounding out a team of CG, 2D and stop motion artists. "Part of my attraction for coming here was you could get a ton of European talent with no visa issues."

Lipman suggests that despite a first-time experience with animation, producer/screenwriter Gary Ross (Seabiscuit, Pleasantville) held the creative vision. "It was always easy to go to Gary to get grounded and centered. He brought a live-action sensibility and in terms of the cinematography it looks like a very traditional, beautifully shot movie. We used traditional camera lenses and mimicked depth of field. As far as lighting for animation, we mimicked real lighting on a real set. I think it made a big difference."

Ross believes that the startup experience of Framestore merely enhanced the excitement for him. "Obviously there were some bumps along the road, as there would be, and they handled them wonderfully. They'd done the character of Aslan in Narnia and that was one of things that gave me confidence as far as handling these CG characters. And they're very good at creating these universes in Potter and others with a lot of scope. But the mutual commitment was the biggest thing. They were really excited about this project to launch as an animation studio. Obviously they had the size and the scope and the infrastructure."

Of course, it didn't help that Despereaux went through three sets of directors. First, there was Sylvain Chomet (The Triplets of Belleville), who contributed early character designs before being dismissed. After recently contesting his lack of acknowledgment, though, Chomet and production designer Evgeni Tomov (Triplets) do indeed receive screen credit for initial character designs. Mike Johnson (Corpse Bride) briefly spelled Chomet before Fell (Flushed Away) and Stevenhagen (a story artist from The Periwig-Maker, The Road to El Dorado and Sinbad: Legend of the Seven Seas) stepped in for the heavy lifting.

Despereaux went through three sets of directors: Sylvain Chomet and then Mike Johnson before Sam Fell and Robert Stevenhagen stepped in for the heavy lifting.

"The first two times had the least impact because they were early days," Lipman offers. "The third time we had started production and story and characters got tuned again and it's hard to weather that but we got through it. We leveraged off the very high quality that Framestore is used to delivering in live-action features. For Framestore, it was a chance to show our stuff in terms of acting. We're characters and not creatures anymore and we can really go to town on acting. And the great thing was that Gary didn't want something cartoony. He wanted heartfelt, real emotion. And the mantra was 'less is more' and he was pulling back the animators. And it helped having really great voice talent. Stylistically, the performances are very restrained. In the beginning, the character animators were like, 'What the f... ' But then they were totally into it because it was about nuance and minutiae. "

Ross maintains that he learned a great deal about animation not only from the directors but also from everyone else involved. "I think one of the biggest things is that you can keep tweaking performance. It's not like you shoot and it's over: you can alter the nuance. And that's a liberating experience. I learned about the process of animatics, which is an invaluable tool for me previsually in whatever I do. It's like shooting a virtual movie. You're doing all the same things as in live action but it doesn't exist tangibly anywhere. We had very copious lighting plans about where the actual source was. Diagramatically we would lay out where the lights had to be and where the sources were and making sure that everyone was sitting in the same universe. The hardest thing was diffusion. I don't think there was a time when we asked for less diffusion."

"We were lucky," Fell says. "For a while, it was sort of terrifying. But because the script was solid and it was shot listed, we were that much further ahead and you could start talking about everything you could do with filmmaking during the storyboard stage."

The filmmakers tried to put in as much information as possible in the storyboards including the intentions of the shots, the kind of lenses to use, composition and performance notes.

According to Stevenhagen, they tried to put in as much information as possible in the boards, "not just in terms of the intentions of the shots, but sometimes what kind of lenses we were using and composition already, and also to get some kind of performances from the characters out of the emotional beats in the boards and in the animatic. And the great thing was we had a story team that was primarily comprised of traditional 2D animators. That helped because these guys are all used to acting with a pencil and so that allowed us to give the acting quite a bit of detail. Of course, that had to be followed through."

"The three of us, and [cinematographer] Brad Blackbourn, and sometimes our editor [Mark Solomon], would sit and shot list the entire movie," Ross adds. "We would sit at my computer and shot list the way I would live action. And that's very unique for animation. Usually you turn the story department loose and everybody makes an independent kind of movie. [Shot listing] also made the movie affordable [at $60 million]. Whether we were right or wrong, we committed to a script and we committed to a shot list and made a lot of decisions early instead of trying to find the movie later.In this particular case, all of us sat together and came up with one vision for how we wanted to shoot it, and that's one of the reasons why the shot design and composition and cutting patterns are different here."

That's not to say problems didn't come up. "I remember we had to alter Roscuro's model one day [the rat that is given a heroic character arc by Ross in the movie]," Ross continues. "And Sam called me up and said, 'You may think you know what you're getting in these boards, but I'm telling you this model will not do that.' We had fallen in love with the way Rob had been expressing Roscuro's emotional life. And Sam told us we're kidding ourselves."

"The shape of his face was too ratty and you would never feel any warmth for him," Fell explains.

"It was a certain setback," Ross admits. "We were already in production at that point and we had to modify the model. But these are the calls that directors have to make when you know that an act of denial will kill you later on."

In a setback Roscuro's model had to be altered during production because his face was too ratty, which prevented viewers from feeling any warmth from him.

Ross, who oversaw the voice performances, insisted on a large ADR stage with boom mikes so the actors could move around and interact with one another. It didn't matter that the dialogue overlapped."There were times when I had Kevin Kline [as Andre the chef] and Stanley Tucci [as Boldo the vegetable creature] throwing food at each other or when Ciarian Hinds [as the villainous rat Botticelli] sees the light at the end, I took a huge spotlight and shined it in his eyes because what I'm gonna get from an actor at that moment with real light in his eyes would be better."

Gabriele Zucchelli (AVP: Alien vs. Predator, Spirit: Stallion of the Cimarron), who served as animation supervisor, oversaw around 60 animators divided into seven teams. Pre-production began in 2006.

"It's been an interesting experience since from the beginning it's been similar to live action, particularly for the animation. A lot of comparisons were drawn to the way a live-action movie is shot in terms of cinematography, the environment and the goals. From my perspective, the intent from the beginning was to create a world that had to feel believable. We didn't want to viscerally capture reality. And we didn't want to telegraph any emotion that the characters needed to deliver. We wanted to keep it more subtle. And really more interesting because the film is a fairy tale that has moments of humor and drama. The pace is gentle: there is peril, there is action, but it is not always on the nose. And you're supposed to feel for these characters. The best part of the process for me allowed us to discuss the scene and really focus on the best way to communicate a piece of dialogue or action or reaction or moment. And that triggered a lot of interesting conversations."

Tim Watts (Corpse Bride, Sinbad: Legend of the Seven Seas), an animation lead, says he started in design and storyboard and later on moved over to animation. "On my team we did quite a bit of Roscuro and Despereaux. We did quite a number of important sequences involving Roscuro coming back to the princess to apologize for causing her mother's demise. And this required us to concentrate on Roscuro coming to terms with his conscience. It was very emotionally charged. I think Roscuro was Gary's favorite character and he was concerned that a lot of the weight of the film rested with him. He was extremely picky.

Framestore’s benchmarks on Despereaux included 40,089 individual assets with 25 hero characters that were modeled, surfaced and textured, as well as 12 secondary characters. In the end, 1,726 final shots were delivered.

"Midway through, Gary said we shouldn't be using Dustin Hoffman quite so literally and offered up Walter Matthau. I think what he was getting at was that Hoffman's movements are quicker and often more alert and that Roscuro should have a little bit more of a lazy and relaxed quality, especially in the banquet hall when he first comes across this soup. He equated it to Matthau's love of life in The Odd Couple."

Meanwhile, Barry Armour, the visual effects supervisor with previous live-action experience at ILM (Minority Report and The Phantom Menace), was quite at home with Ross' approach.

"One of the major aspects of this show that is different from most other animation pieces is there is an immense number of assets," Armour explains. "So there was a lot of surfacing, texturing and modeling that had to work in many different environments."

The environments are divided between the kingdom of Dor, the Mouse World and the Rat World, each posing challenges of scale for humans, mice and rats. "The idea was to reuse as much as possible, so that's where the variance comes in," Armour suggests. "What's interesting from a surfacing point of view is dealing with the scale of the bump: it needs to be adjusted in easy and consistent fashion so that an old piece of leather used as book binding in the human world and reused as the back of a chair in mouse world should look like a chair and not book binding. And then making sure that all the models react properly to myriad lighting situations from broad daylight to very soft interior lights to rat world, which is all point sources: little matches that serve as torches."

Here are a few Framestore benchmarks on Despereaux:

• 40,089 individual assets
• 25 hero characters were modeled, surfaced and textured, as well as 12 secondary characters
• 60 hero environments were modeled, surfaced and textured
• 413,138 hairs on Despereaux's head
• 1,726 final shots delivered
• 126,248 final frames: the biggest delivery in one week was 335 shots, with 1,200 shots delivered during the last month of production

In addition, creating a muted palette that pays homage to the Flemish masters was frustrating because of the lack of a decent computer model, according to Armour. "The north facing studio window, the Vermeer look, is what we were going for in a lot of the show. It has very, very soft lighting and as much as possible all of it is motivated. You put a movie light if you need to for separation of backgrounds, the sort of things you would normally do in live action. But the lighting approach was: First, what would the room be lit by? Where are the windows? What kind of day is it outside? And weather is a very important story point: going from a very bright, salutary beginning to a grim, very gray, monotonous feeling in the middle of the film, going into a storm, which clears to, again, a bright, sunny, positive scene. And all the interiors of mouse world are lit indirectly from windows. And rat world is sort of lit like a city at night with local sources.

Creating a muted palette that pays homage to the Flemish masters was frustrating because of the lack of a decent computer model.

"One of the first things I looked at after coming up with new surfacing tools was more image-based lighting models to reflect the environment more. It didn't start out that way: it was more like a vfx project where the background plate was supplied in one sense and you had to light the characters separately. And the only way I could see getting through this was to light the characters with the same lights as the ones used for the sets.

"Coming from a photographic background, I start out trying to emulate the same ratios of brightness that you'd encounter on a real set. So, if there's a window light, whatever's out there would look bright enough to light the interior of the set: 5 stops up from a gray sphere in the back of the room. So we would start out doing some indirect diffuse lighting setups and then from that derive one or more reasonable environment maps. And the room lighting would fall together pretty well just from the indirect diffuse and the derived environment map. And then the individual character lighting would be done by generating local environment maps where the characters were. If they were moving around a lot, we had to come up with alternatives. And there might have to be an array of lights to get soft enough shadows.

Dan Smiczek (Night at the Museum, The Chronicles of Narnia: The Lion, the Witch and the Wardrobe) served as effects supervisor and also got his first taste of animation on this movie. " I started out with a small but mixed team. We were split between Maya and Houdini. We took advantage of Houdini 9's fluid simulator instead of Realflow. We did fountains, soup sims, an ocean, piles of potatoes being cut up and sliced. For smoke and steam, we took advantage of Framestore's in-house tool, whisper, an interface with Houdini's volumetric renderer. The biggest R&D was the ocean made of generic water surface shaders because it had to be stylized enough to fit in with the matte paintings. It's a very interesting look: a moody color palette that you don't see in most animated movies. Using Houdini brings the effects up a notch in animation. You can get much more technical and it adds a realistic look."

Smiczek, who has quite a bit of experience with Massive, was instrumental in using the AI-based software for the crowd sequences involving thousands or hundreds of rats in the Coliseum. For more intimate shots of 10-20, Framestore came up with an in-house solution of playing back animation clips."

Now that Framestore has completed its first animated feature, what next? " "We've got a couple of pictures in development that Framestore is trying to do on their own," Lipman offers, "but I think the door is going to open up once people see the picture and understand what we've delivered."

Bill Desowitz is senior editor of VFXWorld and AWN.

Bill Desowitz, former editor of VFXWorld, is currently the Crafts Editor of IndieWire.