A Family Affair
Issue: Volume 39 Issue 1: (Jan/Feb 2016)

A Family Affair

In the universe of CG animated films, the beautifully designed Kung Fu Panda series stands out for its unique graphic visual language, colorful animated action, humor, and one of the most improbable heroes ever to star in a major motion picture.

Po (Jack Black), the remarkably clumsy, irrepressible, and overweight giant panda, has proven to be the Dragon Warrior he imagined during the first two films in the series. But, even though he defeated a villain in each, he remained lovably insecure and vulnerable. In Kung Fu Panda 3, the Dragon Warrior must now defeat the most frightening villain yet, a super-natural beast called Kai (JK Simmons). To do so, the warrior must become a teacher. But, can the self-doubting sometime hero convince himself he’s good enough to teach?

Directed by Jennifer Yuh Nelson and Alessandro Carloni, the story takes place largely in two worlds: a dangerous, dramatic spirit realm inhabited by Kai, and a charming, bucolic panda village. In this film, Po meets his biological father, Li Shan (Bryan Cranston), an older version of himself without the discipline of martial arts training. Li Shan leads him to the secret panda village high in the mountains.

Created at DreamWorks Animation in Glendale, California, and Oriental DreamWorks in Shanghai, China, Kung Fu Panda 3 again pays tribute to wuxia, a genre of Chinese fiction centered on martial artists in ancient China. But, Kung Fu Panda’s martial arts practitioners are animals. Indeed, animals make up the entire population.

Even though it has been eight years since the first film, Kung Fu Panda, and five years since Kung Fu Panda 2, all the actors playing major roles returned for the third, as did much of the crew. Nelson had directed the Oscar-nominated second film and was head of story and director of the dream sequence for the Oscar-nominated first film. Carloni was animation supervisor and story artist on the first film, and a story artist on the second. Melissa Cobb produced all three.

“Most of the crew has stayed together for the past 10 years,” Cobb says. “We know the world, and we know the style. Also, among ourselves we have good communication and trust. We’re a family, one with mutual respect. So we were able to get a lot more done; we could push the boundaries.”

Po and his look-alike biological dad share the same sense of humor.

One way in which the crew pushed the boundaries was in the look. 

“There has been a big battle to make photorealistic animated films,” Carloni says. “Finally, we’ve gotten past that and can just make films as beautiful as we can, even super stylized and graphic.”

Previous films had graphic sequences – sometimes hand-drawn, sometimes 2D – but in Kung Fu Panda 3, that look moved into a 3D environment: the spirit realm.  

“We’ve always had graphic images in the film,” Nelson says. “We’ve used a 2D look to show what’s in Po’s head. But in this film, when Po’s in the spirit realm, the graphic images from the first movie became that world. We remade the 2D look in 3D. It feels real not because of photorealism, but viscerally and emotionally real because it’s so pushed. The colors are more saturated, the environment is more insane, the impact is bigger because of the visual language.”

Story Development

Nelson and Carloni are both story artists, so both drew story-boards for the film. 

“That’s where we discover the story,” Carloni says. “The story artists and the writers piggy-back off each other. I think we probably board each sequence 20 times. We redo every moment, and each time we have to be completely original and do the best work we’ve ever done.”

As they developed the characters, the action, and the environments, the directors had an advantage over those working on the previous films. 

“On the first film, Raymond [Zibach, production designer] and Tang [Kheng Heng, art director] did so much research to get all the elements accurate,” Nelson says. “On the second film, we photographed in China. This time, we could ask the studio in China what is accurate.”

“They would draw things for us,” Carloni adds. “If we needed calligraphy or poetry, they would do it or find it. When we made the first Kung Fu Panda, the people in China liked it. They asked if we could make one together, and it made complete sense for this movie. We’re making a movie about their culture.”

Although set in China, the film’s themes are universal. “Po’s journey is always about self-discovery, about maintaining who he is,” Nelson says. “Now, he takes another step. It’s just harder. The student becomes the teacher. So many kung fu movies have a student in front of other students. This is Po’s version.”

Po’s journey into self-discovery is facilitated by the surprise appearance of his biological father. When Po and his dad meet, they don’t recognize each other at first. As they turn away from each other, a crowd of bunnies and pigs stare in amazement. The scene is one of Nelson’s favorites.

“It’s a gag that the animators figured out,” Nelson says. “A simple and logical idea that would happen only with these two characters.”

“When we pitched the idea, some people said they [Po and his dad] looked stupid,” Carloni says. “We said, ‘Trust us. It will be so funny.’ Everyone laughs during the close-up crowd shot. That was Jeffrey’s [Katzenberg, DreamWorks’ CEO] idea. He told us we had to have the cutback to the crowd.”

Premo Animation

To create that gag and all the characters’ performances, the animation team used Premo, DreamWorks’ new in-house animation system. 

Effective Tools

“Looking back,” says Visual Effects Supervisor Mark Edwards, “this was a pretty big effects movie. We had snow, rain, splashes, destruction, blowing sand, dust, waterfalls, and petals, lots of petals. I think we pushed the state of the art in a few areas. The jade palace destruction, for instance. The number of assets is the highest we’ve had at the studio, and we had massive amounts of rigid-body destruction. Especially close-up. We had a bazillion scrolls. Debris. We had so many materials – paper, stone, wood. Our sims showed flexing and splintering.”

The effects department has based many of its tools on Side Effects’ Houdini. Flux, a fast, hybrid gas solver with options for combustion, handles various volumes with a tight integration into Houdini via SOP nodes. The artists used Flux for smoke, fire, clouds, dust, and so forth. An internal solver called Rapid, also integrated into Houdini, simulates liquids.

Character effects artists relied on the FXGear Qualoth plug-in for Maya for cloth simulations. Two proprietary hair and fur set-up and grooming systems, Fur and Willow, provided guide hairs for Houdini-based simulations. 

“We optimized our Fur caching to handle lots of pandas and the grass in panda village,” Edwards says. “[R&D Engineer] Feng Xie helped us devise a way to cache out a lot of data at one time. It was a huge optimization.”

For lighting, the team uses a proprietary tool called Torch; for rendering, the studio’s own point-based global illumination (PBGI) system called Moonlight. 

“We developed a way to trace shadows with PBGI data, updated the renderer to deal with AOVs (arbitrary output variables), and pushed out some fixes to do deep compositing in [The Foundry’s] Nuke,” Edwards says. “Also, for certain things, we used [Side Effects’] Mantra. With our graphic look, it was imperative to push the color, so we did a lot of work in Nuke to keep the saturation.”

A small team working in Adobe After Effects handled the integration of elements into the 2D scrolls, and the inky stylized credit at the end.

“When you see the 2D scroll in stereo, it looks really cool because of the After Effects elements, even though it’s flat,” Edwards says.

“Animators can now touch the sculpture that is a panda and truly interact with the model itself,” Carloni says. 

Supervising Animator Jason Reisig explains that although he can use a mouse and keyboard shortcuts, he doesn’t need either. Instead, he performs a character using Wacom’s Cintiq tablet. 

“I want to touch something and move it,” Reisig says. “I can pose right on the character. Move him around, grab the corners of his mouth, change expressions, move an arm. I can do this mirrored or not. The process is very tactile. It feels like working with a stop-frame puppet, but I’m posing at nearly 24 frames per second.”

Reisig was a member of the advisory board that helped develop Premo. 

“We first began talking about this six or seven years ago, and tried to determine what would be most important,” Reisig says. “We gathered a ton of information and guidelines for early development. The top 10 requests were about speed and the fidelity of the characters, about interacting with characters in real time in high resolution. We knew R&D would have to build tools from scratch, and we couldn’t do everything at once.”

R&D had Premo ready for animators on How to Train Your Dragon, and feedback from that production influenced the next generation. Animators on Kung Fu Panda 3 were especially excited about Premo’s new shot browser.

“Historically, we would open a shot, load assets, work on it, save it, close it, open a new shot, load assets, and so forth,” says Supervising Animator Ludovic Bouancheau. “If I wanted to copy and paste across shots, I’d have to go to one shot, copy, close it, then open another shot. I’d be doing that blindly. Now, we have an open pipeline to multiple shots. Premo looks at all the assets and loads everything. So, we can access all the shots in a sequence at the same time. I can look at an entire sequence and draw on it, and I can copy and paste across shots.”

Although animators are “in” only one shot (that is, one file) at a time, the rest of the sequence is available and viewable in a shot browser on-screen with the shots’ current stage of production – whether storyboard, layout, final, or something in between. Animators can scrub through a sequence and instantly switch from the shot they are working on to another. They can’t override another person’s work, but they can see it.

“We can choose categories that we want in our browser,” Bouancheau says. “I can choose which layout version – previs, rough, or final layout. I can look at three types of rendering. At effects, character effects, lighting. I can add categories. On Panda, we were doing a lot of 2D animation for fighting choreography, so I could play that animation in the shot to reference it.”

Artists often relied on matte paintings for a colorful graphic style.

This ability to view an entire sequence had an impact beyond an individual animators’ ability to work on shots.

The villain Kai lives in a highly stylized spirit realm.

“It changed how we cast and run the department,” Reisig says. “Now, animators handle groups of shots,  not one here and there. They can go from one shot with a lot of characters to another in real time and work across edits. They have continuity. What’s special about Premo is that it says, ‘I understand the sequence you’re in. I know the other movie files you want.’ And, it gives them to you without you having to search them out. It understands the broader scope of what we’re doing.”

The ability to quickly view and work with shots for an entire sequence also changed how supervisors worked with animators on their teams.

“I can look at an entire sequence and draw on it,” Bouancheau says. “I have tools like [Adobe’s] Photoshop, so I can paint to change shapes. Being able to stay in the environment has made a huge difference for my own work and for communicating with animators. The animators can load a layer with my name on it and view it. They can load drawings by the person who drew them, by notes, by poses, whatever. They don’t have to load only one particular shot.”

The impact of Premo and its underlying platform Apollo also extends beyond animation.

Beyond Premo

 “We think of Apollo as a platform, not a pipeline,” says Kate Swanborg, head of technology communications and strategic alliances. “Apollo is cloud-based. It has all the assets, all the applications whether proprietary or third party. Apollo is ours. Premo is ours. The pipeline is the workflow that connects applications and assets into the platform.”

Thus, via Apollo, Premo’s shot browser could become available to other departments.

“When the other departments saw it, it went to the top of everyone’s list,” Swanborg says. “It’s where all the artists want to head, so it’s about to be part of other tools as well.”

Already, some tools have been updated with the shot browser in mind. 

“We really optimized Tiber, our layout tool set, for the sequence-based workflow and sequence-based changes,” says VFX Supervisor Mark Edwards.

This was particularly important for sequences set in the panda village.

“People working on the sequence could see all the shots around them,” explains Swanborg. “If we had tried to do this before, we might have made choices that scaled the village down, rather than the choices the filmmakers made now.”

Secret Village, Spirit Realm

Po’s father, Li Shan, takes the Dragon Warrior to the secret panda village to find his chi, which will help Po defeat the villain Kai. Po follows his father up a steep mountain, past water-falls, into a curtain of mist. 


When the villain Kai wields his jade blades to steal chi from the kung fu masters, we see a gigantic explosion of energy. The questions the effects team had to answer were, what do liquid jade and the transformed characters look like? 

“We had lots of concepts,” says Visual Effects Supervisor Mark Edwards. “One had them looking like Egyptian mummies.” 

Executive Producer Guillermo del Toro came up with the idea of referencing the carved jade amulets often seen in China.

“We ran some tests and discovered that when the jade was translucent, it looked cool,” Edwards says. 

The transformed characters look like jade sculptures. Particles helped with the transition. 

“We used a pretty straightforward particle trail and a blend of particle passes to push them into the shape of the geometry. Then, we had a lot of compositing to hide pieces of the transformations and make sure the blend worked with the glow.”

“We couldn’t see the mist until the last render,” Carloni says. “People would say to us, ‘The shot isn’t grand.’ And I would tell them, “Yes, because we don’t have the reveal.’ ”

When the mist lifts, we see the grand secret – a brilliantly colored village populated with excited pandas large and small, young and old.

“That shot was tricky because it was a cross-departmental effect,” Edwards says. “Lighting, effects, matte painting all came together in the final comp. We knew what we needed, but it definitely took iterations to get just the right look.”

The sets department built the entire village, not just spots needed for particular shots.

“We needed the panda village to feel super special, livably lush, but high in the mountains,” Edwards says. “We designed huts for all the major players. There’s a festive community cooking area – pandas eat a lot. We have rolling slopes, grassy areas, bamboo, and waterfalls to make it feel more magical. Because half the film takes place there and we knew the story would take us all over the village, we built high-resolution sets for all the main areas, and low resolution outside.” 

The second major set piece, the spirit realm, provides the location for much of the action sequences in the film. Kai lives here.

“Kai brought chaos to this space,” Edwards says. “In the opening shot, if you look at it from the right angle, you can see that the classic yin yang symbol forms part of the design. But other pieces feel fractured and chaotic. Even so, we wanted some kind of structural elements. Part of a building attached to a rock. Oogway’s tree. A lot of this work was done at Oriental DreamWorks. I pushed for a true geometric representation of everything. We also had matte paintings everywhere to stylize and push the look. We’d use projections. We had locked-off shots. We used whatever made sense.”


One way in which Po tries to defeat Kai is by enlisting the help of the pandas in the village, including an “army” of adorable pandas affectionately known as the “Dumpling Squadron.”

“Our village had a small population, but it needed to feel like a full village with 30-some pandas, all pretty unique,” says Visual Effects Supervisor Mark Edwards. “Our head of crowds developed a system to easily move to and from Premo. The animators could use cycles for the crowd characters, and if they needed to push the performance further, they could animate them in Premo.”

“In the finale, we had hundreds of characters – all the panda villagers, all the valley of peace piglets, rabbits, and geese,” Edwards adds. “It was our biggest crowd sequence. So, we used Massive for that. We can move Premo cycles into Massive, and we can take a Massive character and move it into Premo.”

Within the spirit realm, the sets team had three phases: the opening sequence, Po’s return, and Po’s empowerment. 

“Once Po is empowered by panda chi, we built a new set with the big palace as a backdrop and columns designed to provide structure. The floor had cloud shapes. And then we transformed it again for a calm, golden realm.”

The artists created the imagery from concept art painted by Art Director Max Boas. 

“His painting of all the petals with the [golden] chi color was so beautiful, I literally took the painting down and boarded a chicken-scratch drawing,” Nelson says. “I told the artists to use this painting for this shot. This composition, those lights, those colors. That’s why it is so pushed.”


On Kung Fu Panda, Producer Melissa Cobb voiced the bunny mom. On this film, her daughter voiced one of the little bunnies. One of the editors’ sons has a voice, as does Dustin Hoffman’s grandson and the children of other actors.  

“Near the start of the film, the bunny that says, ‘Go Dragon,’ to Po (actor Jack Black) is Jack Black’s son,” says Director Alessandro Carloni.

It’s only right that some children born during the 10 years of production on the three films had roles on this one. “Four of Angelina Jolie’s kids voice characters in the film,” Cobb says. “She was pregnant with the twins when we premiered Kung Fu Panda in Cannes. In a sense, we all feel like family.”

It is a perfect example of what sets this franchise apart from other animated films. With Kung Fu Panda 3, the studio has taken a visual language and animation style that worked for the first two films, added advances in technology over the past 10 years, and created a new work that showcases the self-discovery of all the artists at the studio.  

Shown here are Po, his father, and the furious five warriors, many of whom would become Jombies during the film.

Barbara Robertson (BarbaraRR@comcast.net) is an award-winning writer and a contributing editor for CGW.