Issue: Volume 34 Issue 6: (June/July 2011)

Poetry In Motion

By: Karen Moltenbrey
Dreams assume many shapes and forms. Sometimes the imagery is vivid, other times obscure, fleeting. What seems real one moment can suddenly become obtuse the next. One shape morphs into another…

These words also can be used to describe “ShapeShifter,” a recent project by Charlex, a creative design studio in New York. The animation, which runs over two minutes, is, on one level, an attempt by the facility to visually describe a dream world. On another level, the intention is more concrete, with the resulting animation serving as a calling card for the boutique studio, to show off the skills and artistic range of its artists.

The animation opens as a dark car speeds through the night on a winding mountain road. The scene could easily be live action, but it’s not. The next scene, however, shatters that reality, as the car bursts into a new dimension—a dimension of dreams—in a supernova-like explosion. The car then disintegrates into countless tiny pieces that plunge into the depths of space. The black, crystal shards rain down on the surface of a strange, stark landscape and re-form into fleeting stylized creatures representing the car’s soul: a jaguar, a trio of sprinting antelope, a school of fish that melds into a pair, only to re-form into a bird of prey, and, eventually, back into the car (and, it seems, back to reality). As the camera follows each creature’s evolutionary progress, the ground beneath them sprouts to life with colorful grasses, trees, flora, and, in the water, magnificent swaying corals.

The film is accompanied by a haunting musical composition and a prose poem, called “Dreams,” performed by Gabriel Byrne, in an equally haunting voice.

Initially upon watching the piece, viewers may believe they are watching a car commercial—albeit one that is steeped in artistic style. But it’s not. Nor is it a CG short film. In fact, it’s rather difficult to put a label on “ShapeShifter.” Many adjectives come to mind—beautiful, intriguing, mesmerizing—when describing it. But when explaining the story, the words are difficult to find. That’s because there is no story, at least not in the traditional sense of a definitive plot.

“It has a sense of story, but it is illusive,” says Charlex founder Alex Weil, who directed the project. “It’s kind of difficult to label; it doesn’t fit a specific category. A visual poem is the best way to describe it.”

Poetic License

It was not Weil’s intention to create a visual poem; rather, the project evolved into this art form—one that is not typically addressed within the medium of computer graphics.

The film—which was conceived, created, and finished entirely at Charlex—began as a vehicle to showcase the studio’s creative and story­telling abilities to potential clients. It began when Weil asked some in-house designers to imagine a project of their choice. “Our original intent simply was to have an unfettered creative outlet for the many talented people who are part of our company,” he says.

Charlex president Chris Byrnes describes the challenge in artistic terms: “We started with an empty canvas and the mandate to make something great, with no limitation to our artists when submitting their creative ideas and treatments.” As a result, Weil and Byrnes were presented with a wide range of concepts from the artists, who—no longer bound by the needs of a particular assignment—had a creative outlet whereby they would be free to experiment and explore.

According to Weil, Charlex originally tried to produce the project with just visuals and music, “but it felt like too many other things in the world.” He then recalled a beat poetry piece that a friend had done for a commercial years ago, and thought that adding such an element would be “interesting.”

“[The poem] gave the project that extra dimension it now has,” says Weil, noting that with the imagery, the music, and the poem, the “story” becomes clearer. “It’s about dreams and imagination,” he adds.

This is not the first time that Weil issued such a challenge to his staff. Several years ago, under his supervision, the crew made a 10-minute 3D animated film-noir short called “One Rat Short” (see “Oh Rats!,” May 2006), which won Best in Show at SIGGRAPH. “One Rat Short” is a love story between two repulsive creatures—rats—told via a dark, gritty, realistic style of animation and without the benefit of dialog so that the audience is forced to use their imagination to fill in story gaps.


“ShapeShifter,” a unique project from Charlex, takes viewers into a CG dream world. The animated poem was created in-house as a promotional piece for the studio and the artists there.

“That was a great experience and challenging because the intent was to tell a story for no other purpose than to tell a story,” says Weil. “Our newer project was a design exploration, and was more amorphous. It was cool, but I realized that I was going to have to give it a sense of story in order for people to be engaged by it.” The poetry reading did just that.

Between Two Worlds

Over the course of production, 20 to 25 people, all Charlex employees or frequent freelancers, worked on the project during a two-year period (from concept to final lighting). The artists worked in teams—from as small as three to as many as 15—tackling the work whenever they could between client projects. “We kept it moving and flowing, but it was like a puzzle that we were putting together,” says Weil. “When we needed lighting done, for instance, we had to wait until we had lighters available.”

The original design that ultimately became “ShapeShifter” came from co-director Diana Park, whose concept was chosen following Weil’s design competition among the staff. “I wanted to try something different,” Park says. “My inspiration was crafting the image of a machine creating nature. Usually it’s the other way around, but conceptually and aesthetically, I thought it would be fun and challenging to mix the two.”

It then fell to Weil to create a sense of story and continuity to what was initially a string of loosely connected ideas. “My contribution was to cobble together the designs into what seems like a story,” he says. “I kind of wrote the visuals after I saw the design for the visuals.”

According to Weil, Park’s visuals were a series of design frames that “were beautiful.” “However, they needed to be hammered into something that felt as if you were watching a film, something you could follow,” he adds. “Pure design didn’t do that.”

Once the concept was fleshed out, the group began working. Rather than using animatics or storyboards, they followed what Weil describes as “a stream-of-consciousness creativity.” “We had ideas and started to animate, and then would say, ‘You know what, let’s throw out everything and start again. This is what we need.’ And then we’d do that again and again,” says Weil. “It is a fun and luxurious way to work, and it is a very pure way to work. I love it.”

The project began evolving from a tale of shape-shifting to an epic exploration of the car’s spirit and soul. It also evolved from a pure fantasy piece to an evolutionary journey from real, to fantasy, back to real. “I feel that good fantasy must begin or be grounded somehow in reality,” Weil notes.

Weil likens the overall process to that of putting a puzzle together. “We started with the finished puzzle and then had to figure out how it should be put together naturally in front of everyone’s eyes,” he explains. “Now it looks great and makes total sense, but it was hard getting there.” Technical hurdles aside, Weil had his hands full making sure that each image sequence transitioned logically into the next.

Making Dreams Come True

“ShapeShifter” contains different models of varying styles—from the seeming live- action vehicle, to the mechanical-like jaguar, gazelles, fish, and bird, to the realistic-looking plants and coral. To create the images, the crew used a range of software, including Autodesk’s Maya for modeling and texturing, along with Autodesk’s Mudbox for the 3D painting. Maya was also used for animation and for general lighting passes. Rendering was done with Mental Images’ Mental Ray, while Autodesk’s Flame, Adobe’s After Effects, and Eyeon’s Digital Fusion were used for compositing. The scenes also contain a great deal of caustics and atmospheric effects, generated in Side Effects’ Houdini. In addition, the crew integrated particle dynamics, fluid dynamics, and more using various software, including Next Limit’s RealFlow.

While these tools may be standard fare when it comes to creating professional CGI, the main hero characters are hardly typical. “They are made up of these tiny individual shards that had to break apart,” points out Keith McCabe, CG supervisor. “From a technical standpoint, that was a lot of data—hundreds of individual pieces of geometry that make up the jaguar and the other characters.”

Of all the characters, the jaguar contained the greatest number of slivers. According to McCabe, that character had approximately 1000 hand-animated shards along with thousands of small dynamic chunks that were simulated.


The character models break apart into shards and re-form into new ones, challenging the modelers and animators, who had to move many of the pieces by hand.

Not only do the shards break off from one character and re-form the next, but there are other pieces that are shed in the creature’s wake. And many of those shards had to be animated by hand. “Weil wanted the character animators to manipulate and move the shards by hand, rather than through rigid-body dynamics or other types of simulation,” says McCabe. “He wanted to have the control of hand animation.”

So, the artists created each model based on how it looked as a solid shape, all the while thinking ahead as to how it would break apart. That created some technical issues, says McCabe, that required the team to devise new tools. Among them were scripts that enabled the artists to easily transfer between Maya, which the character modelers were using, and Houdini, which the effects artists were using, in order to break up the models into the shards.

“It was an organic process,” McCabe notes. “These pieces don’t just break apart into an overall shape. Once they impact, they break apart even further, and all those fractures had to be taken into account when we created the geometry, adding an extra layer of complexity to the way we animate characters.”

Shards aside, the team wanted realistic motion for the animals and fish. To this end, Steve Mann, the lead character technical director, devised the models so they could be animated as a collective unit; secondary animation was added to each shard as well. The models were rigged like a typical model, and as the project progressed, the group figured out where in the scene the character would break apart and/or collect shards.

“The animators would get to a position that was very close to where they thought the shard breakup would be, and we would take that geometry out and run it through a Houdini pipeline and shatter it into many pieces. We would take that same pose and embed those pieces back into the character rig,” Mann explains. “Then we would deform [the shattered geometry] a bit and move the shards individually with the main character rig, to change the tone slightly without having to reshadow the character too much. Then they could flip back and forth between the unshattered and shattered versions of that character.” Each piece, then, would follow along with the main character, but the animator could also select the pieces individually and animate them however they wanted, as they would a typical object.

In addition to rigging the characters, the artists had to rig the flowers, trees, rocks… everything in the scenes that grew. Some of that was done with hand animation, some with dynamics. “We were switching back and forth, depending on what the shot called for,” adds Mann.

Creating Atmosphere

Throughout the film, the artists used a number of matte-painting projections, integrating whatever process lent itself best to a particular environment. In some instances, that meant texture-painting in UV space, like in traditional look development, while other times that meant projecting photos of real elements (rocks, trees, backgrounds, skies, and so forth).

Unlike the environment, the main character models sported shiny metallic textures. And in certain environments, this presented additional challenges. “Some underwater environments with diffuse lighting don’t always show off the metallic nature of the chrome and metal, so we had to have a version of the environment reflected,” says Salar Saleh, lead lighter. “It looked similar to the actual environment but had a little more contrast in it—something you would do more in a car commercial or product spot to show off the nature of the plastic, metal, and chrome but still have it live in the environment and make it feel like it was still in the same world as everything else.”

For Saleh, the biggest challenge he faced was selling the scope and complexity of the imagery. “We had forests and underwater worlds, and there were a lot of things that we had to do to be able to handle that amount of geometric density and texture information, and still be able to run the cameras through such a large environmental area,” he says. This required the crew to write multiple scripts that would break up the files—which were gigabytes in size—so that the artists could interact with them.

There’s no question that lighting and caustics played a big role in the project, particularly in the forest and underwater. And it was mainly up to compositing, led by Jesse Newman, to do this heavy lifting. As Newman points out, he and Saleh would often go back and forth, with Saleh giving him elements that he could work into a scene so that the lights would hit the characters just right.

“The elements were gorgeous, and it was my job to interpret Diana’s boards and some of her style frames and bring them to life,” says Newman. “The passes I got from the lighters were beautiful, but it was a challenge to give [the underwater environment] its watery feel. There was some subtle distortion going on, and some hints of chromatic separations that would occur here and there. You could feel it but not really see it.”

Just as challenging for Newman was the nebula explosion at the beginning. The scene required particle elements trailing behind the car, but the real scene-stealer was the explosion itself. For that, he downloaded a number of high-res images of real nebula from NASA and warped them to get a subtle rippling that projected outward. He then placed them in Z space so as they grew, they had a sense of volume. To this imagery, Newman introduced live-action smoke and particles, which “added subtle variations that you can’t replicate digitally.”

While the project was all-CG, the team did integrate filmed elements that were heavily manipulated throughout. For example, in the end, when the bird transitions into the car, the compositors overlaid an extreme close-up shot of dripping honey from a honeycomb, taken from a previous Charlex shoot.

“There is a lot of that kind of thing in here, where we tweaked and warped the element to the point where you cannot determine what the source of that image was,” Newman points out. “I tried to not limit myself to simply what was in the Flame; instead I tried to use whatever I could find that would work in a scene.”

While most of the water is CG or a combination of CG/live action, there are some instances when it, too, is an element from a previous Charlex shoot, such as when the fish is emerging from the ocean.

A Dream Deconstructed



While the visuals in “ShapeShifter” started off as individual designs, over time they evolved into their own story line, thanks to the efforts of Charlex founder Alex Weil, who directed the project. But when it came to adding the otherelements—music and poetic narrative—Weil thought it best for those elements to also tell their own story.

“I wanted the musical composition to be completely unrelated to the pictures,” Weil says. “I was looking for a completely different emotion to come from the music, rather than have it scored like a chase.”

So when it came to providing direction to Stimmung’s Peter Lauridsen, who composed the musical track, Weil was a bit vague with the instruction: the rise and fall of a hero, and his resurrection. “It was an entirely separate story line for the audiences that would be a counterpart to the visual story line,” explains Weil. “But when we put those two together, we didn’t have quite enough of a feeling.”

That’s when the third element was added. Charlex tapped Fitzgerald Scott, a writer, author, and poet who had worked with Weil in the past, to pen the powerful prose poem “Dreams” that accompanies the animation. The intended effect is that of being in a beautiful but disquieting dream.

Gabriel Byrne did the voice acting. As Weil explains, Scott’s evocative words helped the team convey the idea of the dream, while Byrne read the part as though he himself were in a dream state, giving the piece an entirely new life. “It was a great experience and a wonderful example of the collaborative and additive nature of the creative process in filmmaking,” says Weil.

In fact, the various ingredients for “ShapeShifter” are potent and effective, but were never meant to be mixed together. However, when they were, it was like a wonderful dream. –Karen Moltenbrey

Continuing the Experience

Charlex is now entering “ShapeShifter” in various festivals with the hope that it shares the same success as its predecessor, “One Rat Short.” According to Weil, public reaction to this new endeavor has been exceedingly positive. “I didn’t really expect that,” he says. “I thought we were just building something for our reel, and in a matter of weeks [after finishing it], we had numerous views on our Web site. It’s great to have the work well received after putting so much into it.”

After working on “ShapeShifter” for more than two years, Weil still has difficulty describing the animation in concrete terms. “It appears to have shape, yet somehow alludes having shape. It appears to mean something, yet it somehow eludes meaning. It seems to have a story, but you can’t really recount that story. It is purely a filmic experience without reason,” he says of the piece.

Indeed, “ShapeShifter” may not be a lot of things, but there is one thing that it is—a unique work of art.

Karen Moltenbrey is the chief editor of Computer Graphics World.
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