Spider-Noir: Delivering thrilling visual effects for Prime Video’s bold new superhero series.

CGW: What were you most excited about when you first signed on to the project?

Hnedel Maximore: We shot in LA. The show was lucky enough to be able to take advantage of the California tax credit, so that was super important. But I think the most exciting thing was when I first read the script and the show bible and had an interview with our showrunner. He said, “I want you guys to take everything you think about Spider-Man and the Spider-Verse, and throw 60% of that away, because we are first a noir. Our spider is very different. He is middle-aged, he does not want to do this, he drinks, he smokes, he kills people. So tonally we are very different. We are first a noir detective story with some spider abilities.” So I think that alone made us super excited. We're doing something different. We're doing something unique, and hopefully the audience sees that.

And then no other show has delivered in two different versions: a black-and-white and a color. Choose your own adventure. Brooke and I kept referring to it as, “We're giving the world twins!” It's one story, but you get to experience it in two different ways. 

The unique tone and unique story, the fresh take on a Spider-Man character, and the two versions were super exciting for us. 

Brooke Noska: I would be remiss if I didn't say I was so excited to work in LA, which is amazing, but also to be a part of the Nick Cage lore—what a dream. I mean, National Treasure, Ghost Rider, Longlegs—I can't wait for whatever the 2026 Nick Cage meme is and to have a little part of it. 

Beyond that, I like being able to go back to an analog state of, we're going to think about everything practically. We're going to throw technology to the side. We need to figure out how to do these things tactilely. We need to be able to touch it, look at it, integrate it, and we also need to make sure that we are including everyone in that thought process, not just in a typical, very superhero-y show of like, “Okay, blast it on blue screen and post will figure it out later.” It was so exciting to be integrated into a grounding organic show. We wanted to do everything practically. We didn't get the opportunity, but there was even talk of miniatures. 

So I think being able to rip back all of the noise about technology and bleeding-edge stuff and just going back to, let's look at different film grains. Let's look at how things were addressed in the noir filmmaking time period, and let's learn from what they did because they've already done it. Let's just bring it back. Getting the opportunity to bring all of that artwork and aesthetic to a new generation is really cool. 

Also being part of a very small group of people that have successfully delivered a dual delivery show is pretty cool. But being able to go back to traditional art-form filmmaking—which is why any of us got into this business—is to tell stories and be able to do it authentically. 

So what really drew me to it was that we got to be authentically a show and not just another quote unquote ripoff of IP. We were genuinely doing something that was going to be an interesting, entertaining show, but also an art piece as well. Seldom do you get the opportunity to do that successfully. 

CGW: How did the dual delivery of two unique visual styles influence your visual effects pipeline? 

Brooke Noska: There was a lot of testing. Again, no one has the playbook on how to do this. So it was really  trusting all of the geniuses that we got to surround ourselves with to make sure we weren't doing it in the hardest version possible. I think we ended up with 11 or 13 versions of the tech specs because of how we started the show and how we ended it. We grew along the way, but we also were able to embed the EXRs [high-dynamic-range image file format] with mattes. There were an impressive amount of mattes that we could integrate into a single EXR that we were able to deliver back to and through color.

There are 3,200 shots that aired, but there are hundreds and hundreds of versions per episode. There are animation versions, but we had to look at the animation version in both black-and-white and color to make sure that it would come across that way. 

Our pipeline was very large because it needed to support basically two shows in order to be able to successfully review through the process. But with our internal team and also our vendor teams, we were able to get that lead-up time to work through those processes and try to figure out what the most efficient versions of that were. Also to work with our VFX editorial and lead our editorial team. We know that you've never seen 99 tracks on an Avid, but we need it in order to organize. Because if we just kind of throw every version at the wall, then we get lost in the sauce of organization. Did we like this version? Do we not like that version? Which version's in the edit? Because we also have to be thinking about the department's downward of sound and color and just QC [quality control] in general. 

Making sure that everything was set up for success at any given moment was a large undertaking. I think our tech spec was also like 20 pages long. We were very organized. We pride ourselves on thinking about the end in the beginning. Making sure that we're setting up all of these pipelines and doing test shots through the vendors to say, “Hey, we know that your proprietary pipeline is not ready for this, so let's get ready together.” And across 12 vendors, when you have 12 different proprietary workflows through those vendors, working through each one of those nuances with each team and making sure that we understand. 

So we can also remember as we're reviewing those shots, “These are the limitations,” or “Here's the successes,” and utilizing these different pipelines and these different vendors. 

It was a lot. We looked at many pixels many times, but we had a lot of great support and a lot of great teamwork, which I feel is also kind of a rarity. Hnedel and I have come from a vendor side, so if anyone appreciates a really great setup of a show, it's us, because we've been there. We've been given the worst of the worst, but also the best of the best. 

Stepping back from the client side and making sure that we're integrating the needs of what we wish we would have had in a normal show and implementing those, and making sure we have an open space for people to say, “Hey, wouldn't this be cool?” or “Would this be helpful?” It wasn't just like, “This is how you're going to do it—too bad.” 

It absolutely evolved and changed. In the beginning of the season, it's very supportive of DMP matte paintings and we're just world building. Then by Episode 4, there's a guy that's glowing, and we're like, “How do we get the glow to translate through both versions?” In the color version it looks beautiful and vibrant, but in the black-and-white version, some of those effects get muted. 

Working with the colorist and his team to say, “Okay, how many different mattes do we need? We need a subdermal glow, we need a vein glow, but we also need the background. We also have to make sure that Noir does his jazz hands when he needs to.” Just talking through those processes. So in all, it wasn't just like, “Okay, cool. Thank God you delivered the shot.” It was, “Okay, thank God you delivered this shot, but we also successfully delivered it in a creative way that we can look at and give feedback on as efficiently as we possibly could.” 

Each of our teams did have to deliver three editorial QuickTimes per version so we could review those, because we wanted to make sure that we knew what things looked like in the raw state, in log. So that if there were any gotchas, we knew exactly where it came from instead of like, “Oh, that's weird that in this version, you can see this, but you can't see that.” So we would review it in the log state and then we would look at the color version and be like, “Oh, look what great colors!” and then look at the black-and-white version, and say, “Okay, well, maybe this isn't working.” They're not translating in the same way. 

Because we did at the end of the day deliver one EXR to the colorist. We weren't the ones that were delivering two timelines—otherwise we'd still be there. We delivered one single EXR with embedded mattes, and then we would get in with the colorist, and say, “Okay, well, this is what we saw in our process. Obviously, you're going to tweak it how you're going to tweak it. Do we need to go back? Do we need to supply more? Do you like this? Do you not like this?” and just working together through the whole entire process. That really was from day one until day end—two years later. 

Hnedel Maximore: This collaboration started very early. From the beginning when we started production, our DP [director of photography], Darran Tiernan, shot a mini almost like student film on the Sony lot where costumes dressed up some stand-ins and recreated a couple of noir scenes. Pulling inspiration from The Killing, The Third Man, all these great noir movies, to help determine our look. 

Then Darran took all of these department heads into the color bay with him, with us, and they were all able to see the final effect of their choices. Which is unusual, right? Very rarely do your props, production designer, costume designer, hair and makeup ever go into the color process, because this happens usually eight or nine months after they've wrapped. 

So for them to be able to see this process very early and be a part of it, they were informed and could say, “Okay, well maybe our makeup needs to be a little bit less glossy, or we need to lean into a bit more of this.” And our costume designer was like, “Oh, well, now that I'm seeing what this tan suit looks like in the black-and-white version and the color version, maybe I need to push it more ecru to make it work for both versions. So there's a visual difference between the sandy skin and the look of his suit.” And the same thing happens with our production designer, “I have this green wall, but in our super vibrant color it's starting to look like chroma green, which is what we use in visual effects to be able to take the whole keys. So maybe I need to add a bit more aqua and push it more blue. Change the saturation a bit more or tweak it so that it looks beautiful in both black-and-white and color, and I still get that effect.” Props were going back and aging things a bit more and adding a bit of texture.

So all the department heads had to make these choices. To be a part of that process very early and help to support all the various departments was super fun. 

CGW: I love all of that collaboration! Let’s talk about world-building. How did you bring 1930s New York City to life with visual effects?

Hnedel Maximore: We were working very closely with our production designer, so we had a ton of references from them. We also went out and found some more references of our own and brought that to the table. 

It was always a conversation between the production designer, our DP, myself in visual effects, and our showrunner, to say, “Hey, when we're doing this and we're shooting this direction, this is what visual effects is responsible for. These are our references.” 

There’s a great website, oldnyc.org, where it's like a photographic time capsule. You could go on, pick a year, pick a spot on a map, and just look at all the beautiful pieces of photography people took in x year. So that was amazing to have.

There's a great documentary, Men at Lunch, that shows the Rockefeller Center, the Empire State Building, and all of the skyscrapers in New York being built, and the crazy hijinks of these guys walking on suspended beams without safety gear. What the skyline looked like, how much atmosphere was in the air, how dense and thick the air was, what's visibility like at 520 blocks away, how much can you see? Pulling all of that information, texture, and references from that helped shape it. The good thing is, New York has a very iconic look. So we were able to grab a lot of that information when we were doing our set extension and doing all of our world-building. 

There's 3,200 shots in the series, but there's a lot of invisible VFX. A man crosses a street that was shot in downtown LA. All of the background, you can only dress one or two blocks. Anything beyond two blocks, that's all period cars that we created. That's all demodernization. We have to paint away signs. We have to recreate city blocks and make it look like New York. We shot on the backlots a lot, so those set extensions become a little bit easier because you can dress more with the backlot than you could dress practically in downtown LA. 

CGW: Let’s jump over to the effects needed for the superpowers: the sand, the pyrokinesis, the electricity. How did you coordinate all of that?

Brooke Noska: We were able to use real references. Hnedel did such a great job in his initial pitch of, “What does sand look like when it's being swirled?” Then we went through an exploratory stage of, “Okay, maybe swirling is not it.” Maybe it's more like the expanding of a disease, because we want to re-ground it. They were test subjects. It’s something that's taking over them, not like a magical power that they can transform. 

It was a really cool way to think about these superpowers, which I don't think gets as much light nowadays in superhero-y movies and franchises. We really got to bring it back down to, “What is the most organic version of this?” And then, “How can we integrate it into another organism?”

Also, with the breadth of vendors and talent that we got to work with, we were able to say, “Hey, this is what we're thinking.” Then they would step it up a notch and be like, “We know you're thinking about sand and a snake, but we're thinking about mold,” and we're like, “Of course, mold! That's an organism taking over an organism.” 

Being able to ground these effects into a human, I think is something that we were able to successfully achieve. It also helps it not be “bam-in-your-face” visual effects. You can connect with those characters on the pain that they're feeling, or the sickness, or the overexcitement of power like you do in Dirk [Megawatt villain played by Andrew Lewis Caldwell] when he's like, “I am the greatest!” Which ends up being his demise. 

I think being able to bring everything back to relatability and organic nature was an asset that we had and that we were able to really lean into instead of just, “What's the craziest thing we can do?” Because anybody can do crazy. If you can do visual effects and have it not be in your face, I feel like that's its own middle-of-the-road talent. 

Hnedel Maximore: Our showrunner was very clear in the beginning: “We're making a hard-boiled detective noir with some spider ability. So I want the visual effects to feel as grounded as possible. Pull as much inspiration from nature as you can.” Hearing that immediately triggered quite a few things for us. We started very early in this project. I think we were employees number five and seven on the production team. 

We helped inform some of the decisions that were being made with designing what had to be prosthetic and what had to be visual effects. There was this great moment starting with Dirk. He's Megawatt, his power is electricity, and he channels electricity through his body. It needed to feel grounded. I found this great image of a lightning strike victim and I sent it to our showrunner. When our prosthetic designer Vincent Van Dyke came on, he also pitched the exact same image, “What if Dirk's electricity patterns resemble someone who was struck by lightning?” That collaboration and us being in sync from having not met each other was a good “aha” moment for this character. 

Vincent made the practical veins. When Dirk is animated and he's charged, you see the electricity pulsing through—that's visual effects. But most of the time when he's talking and he's calmed down, that's practical makeup. 

Then going back to Sandman [Flint Marko, played by Jack Huston], we wanted him to feel a lot more grounded. We leaned more into the skin irritation of it. We always knew he was never going to be larger than life, like the Sandman from the Spider-Man movies. It was very clear from our showrunner that because this is a performance-driven show, we need to protect our actor’s performance as much as possible. In an earlier draft of the script there was this notion that every time Sandman was in an emotional state, you could see swirling of the sand on his face, and the sand would be irritated. So I pitched this idea of a sand viper, the way it burrows and the way it disturbs and moves the sand around. That was one reference. Then there's an art installation called Cymatic. There’s sand on this table, and high-frequency bass is vibrating it. You get these beautiful, interesting patterns from the sand being moved by the audio. 

When we got into post, we started to make shots with it. There's a scene in Episode 102 where we see Flint—he's emotional watching Cat [Li Jun Li] in the rain. We did the sand swirling thing and we did a version with the audio cue where you get the vibrating sand moving on his face. It looked cool, but it was problematic because it started to distract from his performance. Visual effects needs to be supporting. We don't want it to be distracting. We pulled back on all of those versions. 

One of our vendors, ILM, pitched the idea of high-speed footage of mold growing, and it tied back to a story point where these guys have been experimented on. They're not having fun with their superpowers, with the exception of Dirk, who is kind of oblivious to what's happening with him. Sandman and Flint and Lonnie [Tombstone villain played by Abraham Popoola]—they're not happy with what's happening with them. They're in pain—this is not a good experience for them. So we’re seeing this moldy growth, how their skin reddens and it's irritated and it converts into sand. We had to go through those explorations to land where we ultimately landed, and I think it supports the story a lot better. 

Images courtesy of Amazon MGM Studios & Prime Video