Fairy-tale endings
Issue: Volume 38 Issue 1: (Jan/Feb 2015)

Fairy-tale endings

The title of the feature film says it all. Strange Magic, based on an idea by George Lucas of Star Wars fame, is an animated madcap musical love story aimed at tween girls, an unexpected combination. The magic is in the telling.

This is the second film for which Lucas has told a story through song choices. For his pre-Star Wars film, the award-winning American Graffiti, song choices were crucial to the storytelling - songs not written for the film, but drawn from the culture. So, too, for Strange Magic's soundtrack, which weaves songs from six decades into a story. The title song, Electric Light Orchestra's "Strange Magic," traces back to 1975. Other tunes include those made famous by singers ranging from Elvis Presley to Kelly Clarkson, Beyonce, and Lady Gaga, in genres that include heavy metal, reggae, rock 'n' roll, R&B, and pop.

"I made American Graffiti because I wanted to sit in the editing room and have a good time," Lucas says. "I love music, all kinds of music. I wondered if I could tell a love story by stringing love songs together to tell the story. This movie gets me back to that pre-Star Wars period."

The Strange Magic story begins with the Fairy Princess Marianne and Prince Charming singing "I Can't Help Falling In Love." But when Marianne learns the prince is not so charming after all, she rejects love and becomes a warrior princess - just in time to help rescue her naïve sister Dawn from the Bog King who rules the dark forest. 

Producer Mark Miller describes the film as farcical fairy tale inspired by Shakespeare's "A Midsummer Night's Dream" in which characters and creatures of all shapes and sizes fall in love with the most unlikely candidates.

"It's a fairy tale and love story told in a different way," Miller says. "It's not snarky. It's about finding beauty and love in unexpected places."

The voice actors for the film sing the soundtrack: Alan Cumming as the Bog King, Evan Rachel Wood is the fairy Marianne, Meredith Anne Bull is Marianne's sister Dawn, Elijah Kelley is an elf, Maya Rudolph is Bog's mother Griselda, and Sam Palladio is Roland, the charming prince.

Marianne and Roland (Prince Charming) can't help falling in love…or are they?

"I thought it would be fun to make a film that was more for tween girls than Star Wars, which is for tween boys, although everybody loved it," Lucas says. "The idea of an upbeat, fun, simple movie appealed to me. Young girls are prone to infatuation. I wanted to make a movie about the difference between being infatuated and being truly in love. In the end, the princesses in this story are brave."

To direct Strange Magic, Lucas tapped Oscar-winning sound designer Gary Rydstrom, who had returned to Lucasfilm's Skywalker Sound after a stint at Pixar. The short animated film "Lifted" he had directed at Pixar received an Oscar nomination, and he had directed voice actors for three Studio Ghibli films.  

Strange Magic marks Rydstrom's debut as an animated feature director; however, it is not the first animated feature for his crew at Lucasfilm's Industrial Light & Magic, who had created the Oscar-winning Rango. The lush forest setting and fairy-tale characters in Strange Magic are far from Rango's dry desert and gritty townspeople, but the textures and detail throughout stamp the film with a distinct ILM style.

I Gotta Feeling

"A lot of the artwork goes back to George's concepts," Rydstrom says. "There's a realism to it, but it's not quite as ethereal as classic fairy-tale art. The idea was to make it part of our backyard world. When you see the fairies from a distance, they're butterflies. The Bog King and goblins are visual mash-ups of insects and creatures. Nature was the key thing to draw on."

Visual Effects Supervisor Tony Plett, who had been a look development supervisor for Disney's Lilo & Stitch and Brother Bear before joining Lucasfilm and ILM, helped define the overall look, and then oversaw the process through DI.

"The overall concept was that we didn't want to go with oversaturated colors and a whole rainbow of colors," Plett says. "We tried to get a live-action feel, so most of the movie is very dark and contrasty. I tried to push people to use pocket lighting, small areas of light sources. We'd start with a few lights and bring everything up rather than over-light and bring everything down. I also used complementary colors. In a blue sequence, I'd have orange accents."

The team used The Foundry's Katana as the primary lighting tool, Pixar's RenderMan for rendering, and composited with The Foundry's Nuke for finishing touches. A catalog of HDRIs gave technical directors access to images at different times of day and in various lighting environments.

Nigel Sumner, who had been a CG supervisor on Rango, supervised the visual effects created by a crew largely based in Singapore. 

"We had a vast catalog of concept art and color cues that set the tone and mood, but once we got into sequences, Gary [Rydstrom] would focus on the characters," Sumner says. "We drew on classic cinematography techniques. We had an open canvas for painting a scene with light and shadow. We didn't use HDRIs for every sequence, but we could leverage them when necessary, especially for outdoor environments. We placed shadows for effect, and often used a second shadow pass decoupled from the light for more control. There was a lot of opportunity to change the mood with lighting."

One of Plett's favorite scenes is the introduction to Bog. You see his large shadow on a wall and then see him, much smaller and off to the side.

"We never really see him completely," Plett says. "He's backlit with a flame. We used pocket lighting and minimized the color. I did the color script, but when we started doing the frames, I was a little nervous. Typically you want to see more in the frame. But I showed it to Gary [Rydstrom] and he said it gave the perfect feeling."

Say Hey . . . All Around the Way

Although, like "A Midsummer Night's Dream," the film takes place during one day and night, there are still 20 unique environments - half inside and half outside. To have a correct scale for the "backyard," the team scanned real-world objects. Plett found a rock shaped like the landmark "Big Rock" that lent its name to Big Rock Ranch down the road, which formerly housed Lucasfilm Animation. Once scanned, that became the fairy rock. Bog's throne is a scanned deer bone from Big Rock.

"The main thing we tried to push was the details," Plett says. "I had worked on Rango. I knew these small-scale environments in the woods would need detail. George [Lucas] wanted this to be a real world. He said that if you looked under a rock, you might see one of these small creatures, so we tried to play the scale as close to the real world as we could."

Environmental tools that had helped the crew create the desert landscapes and ramshackle buildings for Rango also proved useful when creating Strange Magic's detailed world.

"Our approach was to build a large environment and then a layout team would scout for locations," Sumner says. "Once they found locations and blocked in the camera, the environment team would add details. [Senior TD] Carlos Munoz, who was also involved with Rango, led our amazing environment team."

The team created a catalog of plants, rocks, and other environmental elements, and then employed two key tools to place them in the scenes. With set dressing tools based in ILM's proprietary Zeno, artists could populate the ground with elements ranging from stones and small twigs to trees, and then populate the trees with foliage. The second tool, a multi-layered procedural terrain shader, made it possible to art-direct large areas.

"We could describe and blend between stony areas, grass, and moss, for example, and it would hold up from a bird's-eye view to a close-up one inch from the ground," Sumner says. "We could cover any scope of ground."

During a final layout phase, the artists would tweak the landscape to accommodate animation. "Andy Ritchie managed this group," Sumner says. "They were gardeners in a virtual sense. If a character stepped on plants, they would tweak them. They pruned foliage and made sure the environment worked without any crashing conflicts."

At top, Marianne and Bog fight to heart's "straight on." At bottom, after a dose of love potion, dawn "can't help herself." She's infatuated with Bog.

C'mon Marianne

All told, the film has six hero characters - Marianne, Dawn, Prince Charming, Bog, Griselda, and Sunny. The secondary characters include a Sugar Plum Fairy, an impish flying mouse, Bog's sidekicks Stuff and Thang, Marianne and Dawn's father the King who looks a touch like George Lucas, several goblins, and more elves. Several real-world creatures inhabit the forest, as well - butterflies, ladybugs, frogs, one armored squirrel that Prince Charming rides into battle, and more.

The Bog King, his mother, and the goblins are on the dark side of the woods. The fairies and elves are on the light side. Real-­world creatures are on both.

"Because everyone knows what a real butterfly, ladybug, and frog look like, we had to incorporate our fantasy characters into the real world," Plett says. "We did that with detail - hyper, hyper detail. In some shots, you can see pores where hair goes into the skin. We found that as long as we kept the geometry stylized, we could push detail as far as we wanted. We used displacement and bump mapping to extreme amounts. We never knew what would be in focus, so we had to texture what we could."

Even though the characters had real-world textures, by stylizing them and making their geometry slightly different from humans, the elves and fairies never entered the uncanny valley.

"We moved away from a human design, but we wanted to keep human details and subtlety with pores, wrinkles, and huge detailing around the eyes," Sumner says. "I think the hyper-­realistic detail in these caricatures makes it a unique film."

“We found that as long as we kept the geometry stylized, we could push details far as we wanted.”

The enormous amount of detail in the characters and the environment created another issue, however: too much information in a single frame.

"We had to take a photographic approach," Plett says. "We used lighting to focus and isolate characters and depth of field to help us see these small-scale creatures. It was very tricky at first. Your first inclination in CG is to see everything."

To help the audience understand how tiny these characters are, the camera was often low. "We tried to play the scale as close to real world as we could," Plett says. "The characters are three to six inches tall. Ants come up to their knees. We tried to use a low-level angle and always have something recognizable - a daisy or dogwood plant or flower that would tell us the scale."

Crazy Little Thing Called Love

When Rydstrom joined the production, the basic story remained the same, but he changed things around what he calls "the edges." A new row of primroses appeared along the border between the dark forest and the fairies' world. He also gave Bog a mother - Griselda - and the two competing assistants Stuff and Thang.

"The movie had been around for years with different waves of people involved when George [Lucas] and [Lucasfilm CEO] Kathy Kennedy asked me to take it over," Rydstrom says. "There was a crew in place and an art department. What hadn't started in earnest was the animation, aside from tests. The nature of the schedule was such that we had to go into production quickly. Shortly after I started, we were sending sequences down the pipeline to get animated. We reworked the story, so we were animating part of the story even though we weren't sure what the final story would be."

Fortunately, modelers and riggers working in Autodesk's Maya had already prepared characters. "We had a huge catalog of assets set up within an earlier pipeline that used our Viewpaint texturing software and Lux lighting within Zeno," Sumner says. "But, the studio had moved to Katana for lighting, Mari for lookdev and texture painting, and an Alembic caching system. So, we developed a hybrid system. We had a conversion method that published the assets into the newer formats, but we could go back to the earlier pipeline if needed."

Animation Supervisor Kim Ooi led the team of approximately 40 animators in Singapore who worked on the film. "We also had five or six animators in San Francisco working on a couple sequences," he says, "the dungeon sequence where Marianne finds Dawn, and the "Strange Magic" sequence where you see Bog and Marianne fly out into the dark forest and he shows her the beauty of the place."

Ooi had been involved with story development for the film, tracing back to around 2011, and then moved into production about two years ago.

"In the development stage, we figured out the animation style and design," Ooi says. "The amount of realism varies between the characters, but we maintained a realistic feel throughout. The main characters needed a full range of emotions and subtle performances, so we didn't want to go too cartoony. We tried motion capture, but it was too realistic and weird."

Ilm artists gave the film a dark, contrasty, live-action feel using pocket lights. Complementary colors such as orange against blue in the image with Dawn and Sunny (top) and the Imp and Sunny (bottom) added drama.

The fairies' wings proved particularly problematic. Marianne and Dawn are princesses; their wings needed to give them a royal look. When Marianne discovers her Prince Charming is two-timing her, though, her warrior wings needed to be strong.

"George [Lucas] came up with the idea of folding the wings down like a cape so they wouldn't be distracting when doing emotional scenes," Ooi says. "But they still needed structure. One of the references we had was slow-motion video of a butterfly wing flapping, and everyone loved the softness with slow motion. But, when the fairies are far away, they should hold their wings like butterflies. So, we had the wings rigid in the distance and softer in close-ups when you see the character."

The crew decided to place the wings on each fairy's shoulder blades and backbone, and then cheat the movement and position as necessary. The animators tried to keep the fairies vertical, even in flight.

"The physics don't make sense," Ooi says. "Butterflies don't stand upright. But, our characters needed to. We tried some shots with the fairies horizontal, but they looked weird with their legs hanging down. We also tried having them float like Tinkerbell, with their wings propelling them forward and backward. But, Tinkerbell's wings are transparent, and when we tried it with the butterflies, it felt odd. So, we angled the wings in such a way that it felt like the fairies could hover, and kept the wings flapping just enough that they didn't distract from the faces. We cheated the angles. It wouldn't work in real physics, but it helped sell the shots."

For shots with a fairy kneeling, the wings soften into a cape-like structure, but they still have rigging that made it possible for the animators to create silhouettes. "For some shots, we simulated a little flutter, but the wings are 80 to 90 percent hand-animated," Ooi says.


The Bog King is the beast, the villain in the story. He has imprisoned the Sugar Plum Fairy, and he captures Dawn. Marianne's determination to free Dawn propels the story. That Dawn becomes infatuated with the Bog King after being doused with a love potion adds spice to the conflict.

The Ethereal Sugar Plum fairy is the most magical character in the film. Particulates give her a theatrical effervescence.

"The Bog King was tricky to animate in the beginning because we weren't working on him linearly and the story was still coming in," Ooi says. "We relied on Gary [Rydstrom] to tell us where he was in the story. In the beginning, we played him like a bad guy, always angry, but Gary toned that down just enough that you might wonder if you misunderstood him. Once we worked on a later sequence with Bog and Marianne having a conversation in the dining room, we could see why. The change is quite dramatic. He's not a bad guy; he's just misunderstood."

For reference, the animators looked at mobsters for the bad Bog and at a documentary about Alan Cumming for Bog's more emotional scenes. Bog's physical appearance changes subtly, as well. In the beginning, Bog is hunched over like an insect. After his fight with Marianne, when the two are in the dining room, he softens. He still has his insect appearance - he never becomes handsome - but he looks less like a creature.

"He's more upright," Ooi says. "He never becomes human, but his silhouette is a little softer."

By the end, he's gentlemanly. He bows.

Straight On

Because this is a musical, the animators needed to perform the characters singing. 

"At first I was nervous about going into a musical," Ooi says. "But Gary said the main thing is getting the right emotion across, whether dialog or song. Of course, there is the technical side, having the character inhale correctly, but we had reference from the voice actors. And in singing shots where there is a certain kind of rhythm you have to hit, that is a restriction. But the emotional part was similar to dialog shots."

One of Rydstrom's favorite sequences was the fight between Marianne and Bog, which happens while the two characters (Wood and Cumming) sing a duet, Heart's "Straight On."

"They were fighting and feeling each other out," Rydstrom says. "They each discovered the other one was just as worthy, and neither expected that. Heart's 'Straight On' is a really nice girl-power rock 'n' roll song. I see it as the heart of the movie."

Marianne fights with a sword. Bog with a staff. Both characters are winged, and during the fight the wings look like swirling capes.

"We wanted the fight scene to be like a dance," Ooi says. "We got a lot of reference of tango dancing because we wanted them to feel like they were clashing with each other. We also took reference from Cirque du Soleil."

The animators gave Marianne fencing poses and stances. Bog was a matador. "Marianne also does interesting flips and flies upside down," Ooi says. "For Bog, Gary [Rydstrom] didn't want martial arts; he wanted him to have an upright chest and fluid swings, and turns as if he were dodging a bull. She does quick spins and twirls; he twirls and turns. She's connecting to him and he to her - not in a subtle way. It's more 'I have an opponent I can fight.'"

The tricky part was the song.

"We had to figure out the rhythm of it," Ooi says. "We couldn't do our own thing and hope the soundtrack would match. We shot a lot of reference and relied on Gary's input as well, and we put the jigsaw puzzle together."

By the time the fairy princesses have found their true and unexpected loves, they and other characters in the film have sung 25 songs. That's down from the original 100 that Lucas gathered for Strange Magic.

"But they are all great," Lucas says. "I loved doing this movie because I love the music. I loved coming to work on it. I love watching it. And that's the key for me in the end. I did it for the fun of it."