Linda Romanello
Issue: Volume 41 Issue 4: (Edition 4 2018)


In 1964, Disney released one of its most iconic films and introduced audiences to Mary Poppins, a story of a charmed nanny who, through music and magic, helped repair a strained relationship between two children and their father. Relying on some of the period's most cutting-edge techniques, the studio mixed animation with live-action performances, as well as some practical gags, and took audiences on an adventure with dancing penguins, carousel horses, and singing farm animals. The next year, the film went on to win five Academy Awards, including one for visual effects.

Fast forward 54 years, and Disney is hoping to make movie magic once again with a long-awaited sequel, Mary Poppins Returns, staring Emily Blunt as Mary Poppins, Lin-Manuel Miranda as Jack, Colin Firth as William Weatherall Wilkins, Meryl Streep as Topsy, and Dick Van Dyke as Mr. Dawes Jr. At the helm is Academy Award-winning director Rob Marshall ( Chicago, Into the Woods) and a stellar team of creatives that includes Academy Award-winning DP Dion Beebe ( Chicago, Memoirs of a Geisha), editor Wyatt Smith ( Into the Woods, Doctor Strange), and visual effects supervisor Matt Johnson ( Into the Woods, World War Z) - all of whom had some very large shoes to fill.

"It's funny, it's Mary Poppins, and Disney is handing you the crown jewels, going, "here, take these. And don't screw it up," Johnson says with a laugh. "It's one of the most iconic films ever made, and every-one is going to be looking at the visual effects because they are really important. I mean, she does magic, and magic tends to be visual effects, which were spectacular in Mary Poppins!"

No Place Like Home

Production on Mary Poppins Returns began in February 2017, and the film was shot on Arri Alexa Mini and SXT cameras at various locations throughout England.

According to Johnson, there were visual effects requirements throughout the film, but there were certainly key areas that demanded a great deal of focus, including a brand-new animated/live--action sequence, an underwater segment, the fictitious Cherry Tree Lane where the Banks family lives, and, of course, Mary Poppins' magic itself.

Mary Poppins

"We really run the gamut in terms of the visual effects for this film," says Johnson. The creation of Cherry Tree Lane, for instance, is a partial set built at Surrey, England's Shepperton Studios, with a full-CG London behind it.

"There were a lot of CG environments, a sort-of CG park, and a lot of digital extension work in the film," explains Johnson. "We had to take contemporary London and make it look like it was 1934." To that end, there was a great deal of "invisible" visual effects work, "instances where the audience is just looking at the performance of the actors and unaware that what they are looking at is a big CG creation behind them," he explains. "That's sort of the first level and a very important part of the movie. There is a lot of that going on that you are not supposed to be aware of."

Every Little Thing She Does Is Magic

Johnson points out that there's naturally a lot of "fantastical stuff" going on in the film since Mary Poppins is, well, magic. "There are various musical numbers where Mary and the kids go into these completely fantastical CG worlds," he says.

There's a number where they are traveling through a magical underwater kingdom. "That was fun; we were literally creating an entire CG ocean," he says.

For the sequence, the artists created sort of a whole new kind of coral system. Every strand of coral and every bit of kelp is moving. Every little anemone that's popping out of the coral is breathing, and there are fish that are feeding on the little bits of coral and swimming. "All kinds of stuff are layered into the shots," says Johnson. "It's all really huge amounts of CG, but it's not just like, 'Hey, look at this amazing CG stuff,' but it's just the environment that Mary and the kids find themselves in."

Once Marshall and his team decided to employ the hand-drawn techniques of classic Disney films, some of the top animators from Pixar and Walt Disney Animation came out of retirement just to be involved with the project. They created the animation/live-action sequence.

"We were all incredibly excited to bring this unique art form back to life," says Marshall. "Having every single frame hand-drawn by great Disney/Pixar artists has been a once-in-a-lifetime thrill for all of us."

"The animated sequence is obviously what comes to mind when you think of Mary Poppins," agrees Johnson. "The carousel, the penguins…. We obviously needed to go there, too. We properly went old school and worked with many of the original animators who came out of retirement to work on it. I mean, it's Mary Poppins, so why wouldn't you? We were literally back to animation stands where people were drawing with pencils. It was proper, traditional old school. It was a world that would have been very familiar to Walt Disney walking through it in the '60s. It was a delight."

Mary Poppins

According to Johnson, Marshall's musical theater and Broadway background lent itself well to how the visual effects played out in the film. "He stages a lot of the big numbers like he's doing a Broadway show. So, you will have Mary Poppins and Jack dancing down an animated magical staircase with penguins and everything, and rather than do a three-second take, we're running a full, six-minute production number with four cameras and doing everything in sort of real time.

He continues: "You really have to factor that into your approach when you're planning out the visual effects. You can't completely rely on, 'Oh, don't worry, Rob, we can fix that later in post. There will be a CG person in there.' Rob is very precise… he knows exactly what he wants, from every angle of every dancer's hand, to where their leg is, to where that certain thing is in the frame on that precise musical beat. All those things had to be factored in."

With Marshall's unique approach to the film, certain things had to be done differently. For instance, "if we wanted to say, 'Just film Mary's head and stick her in a CG body and float her along,' that wasn't going to work in this kind of movie," Johnson says. Instead, the team had to make a lot of extremely elaborate wirework from which cast members would be suspended simultaneously.

"Everything would be done as if we were making a live show," explains Johnson, "with cameras and actors traveling down on wires and tracks, and everything was choreographed to music. It was like taking old-school techniques and modern techniques and fusing them together."

According to Johnson, what was key for both Marshall and him was that, while they were making a Mary Poppins movie, it was a movie "in the 21st century and not 1964."

"The look of Poppins has been an interesting kind of balancing act. The film is obviously iconic, so there are many things that people associate with it, like Cherry Tree Lane and the cartoon world. The way we approached it was, in 1964 they were using the absolute latest cutting-edge technology that was available to them at that time. It was as up to date as any Marvel blockbuster is today. That solarium yellow lighting, the multi-camera setups. Just the way that things were done was absolutely the pinnacle of 1964 visual effects," says Johnson.

In that same vein, "we wanted to make sure that a modern audience, and maybe kids who have never seen the first movie, still would get something out of the new movie. We wanted to pay homage to the work that had been done previously - we are all standing on the shoulders of giants - so we had to make sure that our stuff works in a 21st century context," Johnson adds. "With that said, Cherry Tree Lane had to be more realistic, had to appeal to a more contemporary audience who expects a certain kind of look."

And, as it turns out, their approach to combining some of the oldest techniques with the new methods worked really well, according to Johnson. "We literally wrote new code to create these kinds of environments. We also needed to make the lighting work because you don't want the lighting to look like traditional CG lighting," he notes. "That was not the look we were going for. It was fascinating and technically a very challenging process to get that blend right so it feels animated and feels like Mary Poppins, but also feels kind of contemporary as well."

Old School Goes Contemporary

Johnson explains that when Disney first started working on its animated features, they used a multiplane technique, whereby up to four layers of a scene were drawn onto glass and then filmed.

"To introduce parallax in the background, they used to put on the layer farthest away from the camera, the skies, then on the next one up, they would put the mountains, then the trees," Johnson says. "By just slightly offsetting how they moved them or the camera - moving the closest one faster and the one farthest away slower, frame by frame - they would achieve an effective parallax. That was the old-school technique. You would typically have four layers on a Disney animated feature film."

The modern version of that, which was used for some but not all of the animated sequences in Mary Poppins Returns, was to project animated textures onto different cards. "So, instead of having four sheets of glass that you would with a multiplane camera, you could have 90 individual cards. So, each tree would be on a different plane, each bit of grass would be on a different plane, and as the camera is moving through, it's imparting a sense of parallax. And Rob would often shoot the animated sequences with a Steadicam, which is what modern audiences would expect," explains Johnson.

Mary Poppins

"When you see the animated sequence where Mary Poppins and Jack are dancing with the penguins, we built a CG music hall, a CG set, and actually textured it as you would in technical 3D, but textured it with hand-drawn artwork, so it was textured to look like it was a flat drawing," Johnson continues.

The technique was used particularly for lighting purposes because Marshall had very specific notes about spotlights and fill lights due to his theatrical background. "That was a big deal to him, to make the lighting work. We were able to do that without making it look like it was completely real," Johnson continues. "Again, just taking it slightly one step forward, so you get the more simple, the multiple planes of artwork for the first bit, and then we get into something more elaborate. We were able to keep very true to the look of the original film and yet bring it up-to-date."

The Main Players

Much of the work was broken up among several main visual effects studios, with Framestore in London and Montreal, and Cinesite in Montreal doing the lion's share of the work. Luma came in and completed a sequence with Meryl Streep.

"Framestore London was responsible primarily for the underwater and above-the-ocean sequence, and a sequence at the end of the movie where everyone kind of floats around on balloons. They literally built a full-CG London park scene with a whole-CG horizon and CG trees blowing in the wind for the end sequence," says Johnson. "It was huge amounts of rendering. A sequence where they are floating above the ocean, with a gigantic ocean where every single sphere of the bubbles had to be rendered and correctly reflect and refract light. These renders took weeks and weeks to get right. It took the absolute bleeding edge of technology to get this stuff to look right."

Meanwhile, Framestore in Montreal did the animated world as well as an amazing animated music hall and the chase environments.

Cinesite was responsible for the Cherry Tree Lane environment, Mary's enchanted bicycle, animated kites, and the teaser where clouds roll past and Mary Poppins comes out. The studio also completed a sequence of Big Ben. "So, we had to create a digital House of Parliament and a full-digital 1930 London with the river Thames and all the buildings and sweeping shots of nighttime London, and London is CG. Complicated stuff!"

Teams relied on the tried-and-true combo of Autodesk's Maya, Foundry's Nuke, and particle systems at the center of their software packages, while each "certainly had their own kind of special sauce," says Johnson. "We shared a lot of assets, including digi-doubles of characters and Cherry Tree Lane."

With so many challenges, one of the biggest, in Johnson's opinion, was "not screwing them up!" (laughs).

"When we were previewing it, everyone was very aware, even when filming it, that this had the potential to be a very special movie," Johnson recalls. "There are a lot of things that were filmed in greenrooms or [with actors] looking at something that's not there, or they're dancing with people wearing green leotards. That's all great and every-one did such an amazing job filming it, but it's like, if the visual effects team doesn't get this right, then we're letting down a lot of people and, quite frankly, the Disney legacy of Mary Poppins. We just had to make sure that we worked as hard as we could to create something that everyone could be pleased with and proud of."

While challenging, many of the big sequences were Johnson's favorites to work on. He was particularly pleased that Mary's famous talking umbrella was not CG, but rather an old-school animatronic.

"I'm really excited for people to see it," Johnson says. "I think we made a really special film. I think the visual effects are amazing. I think we made something that I hope people who liked the first move will enjoy… and without copying the original. I want people to think that we were respectful of the original film. I also want people who never saw Mary Poppins to like it, too. And, of course, I want Disney to feel that we kept the crown jewels intact."

Linda Romanello ( is the chief editor of Post, CGW's sister publication.

Mary Poppins