Universal Pictures’ first animated feature, The Tale of Despereaux, is a fairy tale, not a ’toon. A real fairy tale, with action and emotion, sweetness and horror—not a fractured, gag-filled, pop-culture satire of a fairy tale. It’s a drama about forgiveness and honor, and the consequences of mistakes and mistaken intentions. And, every inch of the CG film looks the part.
“I feel lucky we were able to tell an animated story with cinematic aspirations,” says writer and producer Gary Ross. “We were able to aspire to things visually that usually aren’t seen in the genre because of the dramatic intentions and themes in Kate’s book.”
“Kate” is Kate DiCamillo, the author of the books upon which The Tale of Despereaux is based: the stories of a rat and a beautiful princess who discover the power of forgiveness, and a mouse and a maid who long for things that those with more experience know they couldn’t possibly achieve. Thus, they do. As did the crew.
Ross knitted the separate stories into one screenplay that opens with the rat Roscuro (Dustin Hoffman) making a serious mistake that causes the happy Kingdom of Dor to become monotonously gray and gloomy. Soon after, we meet Pea, a beautiful princess (Emma Watson) who longs for something else, even rain; Miggery Sow, a homely maid (Tracey Ullman) who wants to be a princess; and Despereaux (Matthew Broderick), a heroic little mouse with enormous ears who lives with his timid brother and his fearful parents. Framestore debuted its new animation division by bringing all these CG characters to life.
Evgeni Tomov, who had been production designer for the 2D animated feature The Triplets of Belleville and has received an Annie nomination for Despereaux, worked initially with Triplets director Sylvain Chomet at Studio Django on concept art for the fairy tale’s environments and on character design. When Chomet left the project, the production moved to London. Tomov moved, too.
Despereaux was the first 3D film Tomov had worked on, and he welcomed the challenge. “There are limitations in 2D animation,” he says. “If you push the environment to a believable, immersive level, the characters look cutout because they’re flat and not affected by the lighting. But in 3D, especially with contemporary tools, you can create the immersive atmosphere that live-action films have. I hadn’t seen it in the animation world, but that was something I tried to implement, to make the audience feel like they’re part of the action and that they can walk between the characters.”
Despereaux, the bold little mouse with big ears (at right), stands out from the rest of the pack in mouse world (at left).
Tomov’s instinct blended well with Ross’s expertise as the Oscar-nominated writer, director, and producer of Seabiscuit and other live-action films. In many ways, Ross approached the making of his first animated feature as if it were a live-action film, and the result rippled through the production.
Shot List for an Animated Feature
When Despereaux moved to London, director Mike Johnson (Corpse Bride) replaced Chomet for a short time, and contributed additional concept art and early character development. In May 2006, animator Robert Stevenhagen came onboard as head of story. Then, after Johnson returned to Los Angeles, director Sam Fell (Flushed Away) joined the project, Stevenhagen moved into position as co-director, and the new team pushed the reset button. It was early 2007.
“We stopped everything,” Fell says. “We had a lot of visual stuff done by various people and some sequences. It didn’t hang together. We went back to Gary’s screenplay and worked with him as if we were starting afresh. We basically imagined the film together.” Also joining Ross, Fell, and Stevenhagen was Framestore’s cinematographer and head of layout Brad Blackbourn, who had served in those roles at DreamWorks for Flushed Away and as head of previs for that studio’s Kung Fu Panda. Working from Ross’s screenplay, the group met in London, Boston, and Los Angeles as they decided on the camera coverage and essentially edited the film theoretically.
“I shot-listed all of Seabiscuit, and I shared that process with the guys,” Ross says. “We shot-listed this entire movie from scratch with lens lengths, camera angles, shot movement, and cutting patterns.
Flemish cities influenced the Kingdom of Dor’s environments, while writer/producer Gary Ross influenced camera moves that mimicked live-action films and incorporated precise depth of field.
“There’s always a moment in any movie,” Ross adds, “when you have to commit to a decision. The question is, when? If you can commit to some creative decisions early, I think it creates certain clarity. The cinematic, artistic intentions become more specific, and the production becomes more efficient.” That efficiency resulted in both time and cost savings.
For Blackbourn, it was an exciting, new process. As they talked, all four of the men—Ross, Fell, Stevenhagen, and Blackbourn—plus Len Morganti, an artist who had worked with Ross in the past, would sketch thumbnails.
“We drove the staff of restaurants crazy ordering Japanese barbecue, tapas…whatever as we worked through the script,” Blackbourn says. “Len would quickly sketch out shots that Gary would describe with words and with his hands. ‘What if we put the camera lower and rake the angle so we can push the perspective? What if the leg of the chair comes across here? What if we’re shooting a small creature in the big world with a 12mm lens?’”
At the same time, Stevenhagen drew thumbnail sketches of the character performances. The combination gave the team the acting performances and the effect the camera had on the characters and the set around them. And that turned the typical animation process upside down.
“Usually in major, traditional studios, the films are storyboard-driven,” Blackbourn says. “But by the time we went to storyboarding, we already had the camera language for the film, and that’s never happened before in animated films. We had a bible that described every single frame in words like ‘long lens tracking medium shot of Despereaux as he moves through the crowd, blurry backlit characters buzzing in foreground extremely out of focus moving through pockets of overexposed cool light from above, other parts of the frame fall off to black.’”
Every shot in the 120-page script had notes on depth of field, camera apertures, and basic lighting elements. “Gary [Ross] thought in a film sense, not an animated sense,” Blackbourn says. “I’ve been trying to push 3D animated films to embrace more of the language of live-action filmmaking. This was the process I had been aiming for.”
That live-action sensibility changed the look of the film as well as the process by which the crew made the film. Ross surprised the layout team with lens choices and compositions rarely used in animation. “It was so strange for me to see a character, right in the middle of the frame, in animated films,” he says. “In live action, that’s anathema.”
Thus, in Despereaux, as in a live-action film, you will see a crowd that’s not perfectly in front of the camera, bits of characters in the corner of a scene, camera shake, and out-of-focus props in front of the camera. You’ll also see “Dutch angles,” which tilt the horizon, and other techniques borrowed from live-action cinematography.
To help accomplish this, Ross was a stickler for precise depth of field. “I fought early on for algorithms that accurately reflected depth of field at specific f-stops and lens lengths so the plane would fall off in a natural curve,” he explains. “I wanted to move through the 3D space as if it were a painting brought to life.”
At top: Riggers devised a system for generating hundreds of unique characters, including these mouse children. At bottom: A mask created for a universal face in each species helped the riggers quickly create animation tools for disparate characters.
When Ross moved the camera through so-called mouse world, he wanted to do so using a mouse-size camera. “Gary asked what the depth of field would be in mouse world if we were shooting with a mouse-size camera focused two centimeters from the lens,” Blackbourn says. “So, we built a mouse-size crane and dolly rigs. Then Gary would say, ‘The shot is beautiful, but it’s too perfect. I can feel the computer in this. What can we do?’ So we put grains of sand on the dolly track.” The sand was, in fact, bumps on the camera curves.
Keys to the Kingdom
Mouse world was one of many environments in Despereaux’s Kingdom of Dor designed by Tomov, all within an aesthetic he chose early in the film’s development. “Evgeni has been the consistent visual voice throughout the whole process,” says Fell.
For the environments, Tomov looked to such 15th and 16th century Flemish towns as Bruges, Belgium, and Amsterdam for inspiration. “The goal was to create a parallel, imagined world through textures and lighting,” he says. Tomov also referenced the Flemish painter Vermeer’s use of light and shadows to direct the viewer’s attention, especially in the human and mouse worlds.
“The human world is the least surprising,” Tomov says. “We tried to make it stylish and entertaining. The most amazing room is the huge kitchen in the castle where they create the annual soup.” For this, he designed a huge and complex, Rube Goldberg-like, wooden soup-making machine.
Tomov gave the mouse world, which is close to the kitchen, a different mood. “It’s a restrictive world where the mice are taught to be afraid. They celebrate the rules they live by: austerity, discipline, uniformity. So, it’s disturbingly neat and fastidious, and the colors are muted.”
A third world hides deep below the castle’s dungeon. This is the dark rat world, where the mouse council throws disobedient little mice. For this more chaotic world, Tomov moved from Vermeer to Hieronymus Bosch for inspiration. “This world has more extreme lighting,” he describes. “It’s more grotesque, a marriage aesthetically between the declining Roman empire and an anarchistic medieval look.” The rat world has an evil emperor and a coliseum with a nasty house cat chained inside a cage.
To realize Tomov’s designs, Framestore put 25 primary characters, 12 secondary characters, and crowds, most of them furry, in 60 complex environments.
“The environments range from the storerooms where the mice live, to a big banquet hall with beautiful pillars and staircases, to the rat world, to a farmyard,” says Ben Lambert, who supervised the 10 modelers at Framestore who created the characters and an inventory of props that mushroomed into the thousands. “We knew from the storyboard which models would be close up, and they had extra details, but most of the props people see in the movie are also subdivision surface models.” The modelers relied on Autodesk’s Maya, using Autodesk’s Mudbox and Pixologic’s ZBrush for final touches.
“One of our main challenges was being aware of the silhouette so that the props didn’t look overly CG,” Lambert says. “Everything you see has some wear and tear on it, like slightly cracked edges. What really helped us was putting a slight curve on the edge, a little bit of displacement mapping to break up the straight lines you get with CG models. We modeled as much of that detail as we could.”
Similarly, for the surfaces, Tomov asked for painted rather than photographic textures. “Evgeni didn’t want the surfaces to be photoreal,” says Xavier Bernasconi, surfacing and lighting supervisor at Framestore. “He wanted to use detailed textures, but he wanted us to lose the edge of the detail. So we had to brush away the high-frequency details on the textures but retain the color palette.” For this, the artists used Adobe’s Photoshop and Maxon’s BodyPaint 3D. Once completed, the textures moved through Maya into Pixar’s RenderMan.
At top, Despereaux (left) lands in rat world, where his rescuer, Roscuro (right), shows him the one shaft of light in the dark world that was designed to look more Hieronymus Bosch than Vermeer. At bottom, lighting artists first lit the sets, and then moved the characters in and out of the lights.
The challenge was in the quantity: The artists needed to surface 40,000-plus unique assets, including props and characters. “Everything in our sets was modeled,” Bernasconi says. “All the objects in mouse world are human objects. Houses are made of drawers, with drapes on top. We had little buttons and little ropes, and little needles and carpets. And then we had rat world and the human world. Honestly, when I saw rat world, I thought, ‘I’ll never finish this.’”
The artists couldn’t paint each surface, of course, so the team developed procedural methods to drag and drop patterns that automatically surfaced marble, stone, wood, rocks, and so forth with random variations. “Evgeni said, ‘Yeah, that’s nice, but it’s too clean,’” Bernasconi recalls. “So, Tom Mawbi wrote a shader that automatically created dirt in the corners and streaks of water when it rained.” The surfacing artists could place the dirt and streaks, and control the shader’s attributes. To speed rendering, the team baked the dirt map into point clouds.
Lighting the Way
Once surfacing was under control, Bernasconi moved on to lighting. Light, in fact, is a central theme of the film: Light going away, light coming back, and, of course, a little ray of emotional light called Despereaux. Tomov’s designs based on the Flemish painters called for rich lighting with large areas falling into soft shadows.
Barry Armour, who had worked at Industrial Light & Magic as a CG supervisor, joined the Despereaux crew in that role and later became visual effects supervisor for the project. “We used light very carefully,” he explains. “We paid homage to the type of lighting in Vermeer paintings. What we did isn’t groundbreaking technically, but it was a real pain to achieve with furry characters. The approach I used was to light the sets and pop in the characters using that lighting setup, and add fill lights when needed—and, hopefully, the first render out of the box would be decent. The characters would move in and out of the light and integrate into the scene.”
It would have been impossible to calculate ambient occlusion for every hair on a frame-by-frame basis for the mice and rats, so Armour devised a clever method to achieve the same result. “We’d do an ambient occlusion pass of the character’s skin without the fur,” he says. “And then, we’d multiply in the fur as a modulator of that overall ambient occlusion. That gave us enough detail to retain the soft look and still retain the shape.”
To light the sets, the artists shot an environment map from a central location and used it as the ambient map. “That produced some bounce light,” Armour says. “We also could do indirect diffuse lighting using bright objects, like windows, to light rooms and produce the soft light you see in the film. The challenge was to keep the light soft enough to look like a motivated light source for these characters.”
To avoid the cost of rendering physically accurate volumetric light for the environments, Bernasconi wrote a shader that simulated volumetric light by spraying RenderMan Ri curves. The technique also gave the artists specific control. “The Ri curve is a normal curve that RenderMan can draw as a ribbon,” Bernasconi explains. “So, I wrote a simple shader that allowed artists to change the shape to simulate a volumetric light, tapering at the source and falling off at the end.” Artists could control the shape using Maya curve ramps by, for example, moving a point to change the falloff, and then could see how the ray would behave across its length. Compositors added shadows for any objects crossing the rays.
“We could draw as many rays as we wanted,” Bernasconi says. “And we could animate them to make them pulse. It was a nice way to produce an artistic result.”
Early in the film, for example, there’s a scene with Pea and Despereaux. A bay window behind Pea lights the whole room. “It’s a huge light for Despereaux,” says Armour. “It helped us create Despereaux’s scale. It also creates a softer look, which pays homage to Vermeer.”
Populating the Kingdom
Each of the worlds in Despereaux had its own set of characters—a community of mice in mouse world, thousands of rats in rat world, and the castle inhabitants and villagers in the human world.
The sophisticated character designs, subtle lighting, soft textures, and live-action pacing caused directors Sam Fell and Robert Stevenhagen’s team of 70 animators to balance “simple and real” for such delicate characters as Princess Pea, shown at left with her mother and father, and at right, with Roscuro and Despereaux.
“Gary [Ross] had this amazing scope in the screenplay that we all loved,” says Fell, noting that because Ross didn’t know what was difficult in animation, he pushed the crew to do things they might not ordinarily try. For example, the sheer number of characters is double what you’d usually have in an animated film, Fell points out.
While Ross concentrated on camera and lighting, Fell and Stevenhagen concentrated on character animation. As he had done for Flushed Away, Fell created little biographies for each main character, with arc and diagrams to show range of motion.
For the five main characters, the modeling team worked from maquettes and drawings; for the rest, they used orthographic drawings. For the crowds, the rigging team morphed standard male, female, boy, and girl models into variations.
“We devised a system to generate over 200 unique crowd characters in different species and get diversity, particularly in their faces,” says rigging supervisor Nico Scapel. “We had as many people doing faces as anything else. Framestore hadn’t done a feature before, so they didn’t set many boundaries. They might have limited the variety if they had had more experience. But we managed to do it, and they got more than they expected. The care that went into each character, object, and environment is amazing.”
The riggers started with a universal face for each species, a mask they manipulated to create the various crowd characters. The mask could travel from one extreme face created by the modelers to another—an old face, perhaps, or a thin one. “We could then dial in regions of these different faces,” Scapel says. “And, we had controls to sculpt portions of the faces.”
The riggers generated so many faces that they created catalogs of characters, and invited the directors in for “kill or keep” sessions. At the end, the directors settled on 90 humans, 60 mice, and 50 rats with unique geometry that the texturing department varied further. Surfacing artists could show the directors in real time, using OpenGL renders, those variations—a moustache, a different colored shirt, short hair, and so forth. “It was like real-time costume designing for the crowds,” Bernasconi notes.
For facial animation, the riggers built tools around shapes based on FACS expressions, with a combination of deformers for sculpting controls. “Mostly, we used blendshapes that we applied to the universal mask so we could transfer them from character to character,” Scapel says.
For cloth and hair simulation, the riggers devised a hybrid system that combined rigging controls and simulation. “We’d take the result of a cloth sim and use that as a corrective shape,” Scapel says. “We basically baked it and put it back into the rig.”
The result gave the characters a specific look and saved calculation time. Similarly, Princess Pea’s hair, which the stylists groomed using guide hairs and tubes representing volumes of hair, moved with a combination of rigging and simulation. “We ran a simulation on the tubes, which represented clumps of hair, but animators controlled the braids in front with rigs,” Scapel says.
The lighting artists often used diffuse lighting from big, bright objects, like windows, to produce soft light, especially for shots with tiny Despereaux, shown here reading a fairy tale rather than eating the book, as he was supposed to do as a mouse.
For the princess’s skirt and some crowd-character costumes, the riggers devised a simple system using dynamic curves. “Imagine a skirt becoming many vertical strings with a surface that goes between them,” Scapel says. By manipulating the strings, the artists could control the size of the wrinkles or create a folded look.
Delicate Performances
Seventy animators, divided into eight teams, worked on the film. Six teams animated sequences, one handled crowd animation using Massive and proprietary software, and an eighth team worked on final fixes. All the animators performed characters in each of the worlds.
“All the way through the film, from the character design to the pacing of the scenes, we realized we were doing something different,” Fell says. “The characters have quite sophisticated designs, more sophisticated than the stop-frame characters I had worked on at Aardman, so we couldn’t use a simplified animation style. But, we couldn’t copy reality, either, because there would be no point. It was a real learning curve for us and the animation team—especially when it came to Princess Pea. It’s quite easy to over-animate a delicate character design like that. And, we shot the film like a movie, with long shots where the characters really get to act.”
Creating performances that fit with the subtle lighting, soft textures, and the live-action pacing was a challenge for the animators. “When a character has a big mouth and eyes, is funny, rubbery, and moves a lot, you can get away with murder,” says animation supervisor Gabriele Zucchelli. “But, with a pretty character like the princess, every gesture needs a delicate touch. Every millimeter counts. The mouth shapes have to be right. The shape of the eyes has to hint at emotion. It’s the difference between using a sword or a needle.”
The other hero characters, although not as delicate, required the same light and careful touch in animation. So did the secondary characters. The chef needed an aristocratic attitude. The jailor shows a sweet side beneath his rough exterior. Despereaux’s parents worry. “All the characters, even though they’re stylized, needed to move naturally,” Zucchelli says, “so we needed rigs that behaved properly. We had modules and mixtures of blendshapes, sculpts, deformers, and lattices appropriate to what we needed so we could tweak the animation depending on camera angles.”
To help with precision animation, the animators could view the characters with and without fur. They could also place a fake iris and pupil in the rig to see how rendered reflections might affect eye lines. “The modelers built the eyes like real eyes, with a cornea that behaves like a cornea,” Zucchelli points out. “And that slightly skews the light. But to put reflectivity into the face rig would suck too much memory to be interactive. So we had a little cheat that gave animators the effect.”
Although challenging, Zucchelli found the work exciting. “It was a refreshing experience,” he says. “Occasionally I felt, ‘Oh my God, I wish I could express the emotions more openly.’ But, we found that the more subtle the performance, the more the camera loved it. We learned to communicate in a naturalistic way, and it felt more real.”
Looking back, there were many “firsts” in this production. Tomov’s first 3D film. The first animated feature for Ross. The first time Blackbourn had worked on camera moves and composed shots before anyone storyboarded the film. The first time some of the animators had created such elegant, refined performances for characters in a computer-generated film. And, the first animated film production for Framestore.
And yet, or perhaps because of all those firsts, Despereaux works. Just as Ross had woven the separate stories from DiCamillo’s book onto a lyrical screenplay, the designs created by Tomov, the camera moves led by Ross, soft lighting implemented by Armour and his team, and subtle character performances directed by Fell and Stevenhagen blended into a cohesive film unlike any other animated feature.
“I’m proud of this movie,” Ross says. “I think we’ve done something that’s different and beautiful. I feel blessed that we were able to do such a unique movie—and maybe a little spoiled.”
Barbara Robertson is an award-winning writer and a contributing editor for Computer Graphics World. She can be reached at BarbaraRR@comcast.net.