Creating the Thrilling VFX of Carnival Row's Flashback Episode
Issue: Edition 2 2020

Creating the Thrilling VFX of Carnival Row's Flashback Episode

Carnival Row is an immigrant's tale, centered on various races who were forced to flee their homelands when war and invaders arrived on their doorsteps to plunder their resources. In this story, these venerable beings are collectively known as the Fae, and they come from ancient, mythical lands, and have settled in Carnival Row, the seedy immigrant ghetto section of the sprawling human city of the Burgue.

There are two primary types of Fae who have settled here: the Pix, full-size pixies/faeries with wings; and the Pucks, satyr-like beings with horns and hooves. There are glimpses of others, too: fauns, centaurs, and the gremlin-like sprites known as Kobolds. The Burgue is a class-based society that resembles a dreary, grungy, steampunk-inspired Victorian England, and the Fae are considered the lowest class of all here, as the creatures - many of them working as indentured servants - are stripped of their dignity and their rights.

To make matters worse, a serial killer is terrorizing Carnival Row, threatening the delicate balance of life in the city, where peace among the Fae and humans is tenuous at best. Keeping the peace in the area closest to Carnival Row are constables who care not a whit about those living here, with the exception of human detective Rycroft Philostrate (Orlando Bloom), the only one who is respectful of the Fae and tries to solve the murders and keep the fragile peace. But, Philostrate (Philo) has a secret of his own: He lives as a human but was born a faerie. Just as damning, he has rekindled his love affair with Vignette Stonemoss, a refuge faerie, within this intolerant world.


Artists added digital faeries (below) to shots of actors on rigs (above).

Such is the premise of Carnival Row, a web television sci-fi/fantasy drama produced by Amazon Studios and Legendary Television Studios, and airing on Amazon Prime Video. Created by Travis Beacham and Rene Echevarria, the series is based on Beacham's film script "A Killing on Carnival Row." Betsy Paterson, who served as the visual effects supervisor on Season 1, says the work needed to feel grounded and gritty, part of a world that isn't ours but still feels real and physical.

Without question, it's a big show with lots of VFX, which mainly involve creating characters and sets, built by a number of studios, such as Image Engine (creature animation including the central monster), Pixomondo (faerie wings), Rhythm & Hues (Kobolds), and Important Looking Pirates, or ILPvfx (unique environments and more in Episode 3), plus others.

Season 1, which dropped late last summer, features eight episodes. No release date has been announced yet for Season 2 due to interruptions resulting from COVID-19.

Most of the series thus far has taken place in Burgue - and especially at Carnival Row. A great deal of set extension work is used for shots from Carnival Row, as the main drag consists of approximately three blocks of constructed set that extends vertically for only about a level and a half. At either end of the street and off the side streets is greenscreen. The bridge spanning the river, seen at one end of the street, was created in post, along with the train crossing the bridge. And, uphill from this street lies the rest of the city, which is CG as well.

However, Episode 3, "Kingdoms of the Moon," is a stand-alone flashback that provides history and context on Philo and Vig-nette's relationship, and how the refugees have come to be in their current situation. The story line takes viewers out of Carnival Row and back 10 years in time, to when Philo and Vignette first met. The episode begins with Philo leading fellow Burgue soldiers into a Fae refugee village in the kingdom of Anoun, in the Tirnanese Highlands, where they have come in peace and plan to establish a defense post. The Mimasery, a holy place, is a preserve for the religious and educated, and now serves as a shelter for the Fae escaping from the war.

The soldiers are wary of the magical beings, but not Philo. He and Vignette, the steward of the sacred library there, become friendly and have a short-lived affair, during which time he shares his secret with her - that his wings were shorn off when he was a child so that he could live a better life. When an invasion by the evil Pact soldiers begins, there is mass confusion and Philo and Vignette become separated. Told Vignette would die for him, Philo agrees to have the message relayed to her that he was killed in battle so she would escape to safety.

"It was a great opportunity to build a universe unto itself within this one episode," says Paterson. "We're seeing the home world of the faeries and the war that led to the situation we see in the city during the series."

This particular episode was submitted for this year's Emmys, in the Outstanding Visual Effects category, but did not make the final cut. It is written by Travis Beacham and directed by Anna Foerster.

History in the Making

While the typical Carnival Row episode contains around 200 VFX shots, "Kingdoms of the Moon" has approximately 450, encompassing partial- and all-CG characters; large, expansive CG environments and digitally-augmented sets; as well as a big airship battle. Image Engine and ILP were the two lead vendors on this flashback episode: Image Engine was tapped for the creature work, while ILP handled the big digital environments, the CG faeries and their 3D wings when the faeries are practical, and the battle.

According to Paterson, the VFX team used practical prosthetics as much as possible throughout the season. This was true for the faeries' wings as well as the horns and hooves of the Pucks as they mingle together in the crowded streets.

In Episode 3, the village is filled with faeries, whose wings were a combination of practical and visual effects by ILP, a midsize VFX facility in Sweden. The wings are practical when the characters are walking around and the appendages are tucked to their bodies. Sometimes the wings had to be refined digitally, but as soon as the wings begin to move, they are transitioned to CG replacements. (Nick Dudman, special effects designer, devised a system for easily removing the practical wings in the series, and then a green tracking cube was placed on the back of the costume.)

Film plate before digital faerie wings were added.

Wings with gray lighting.

Final comp of the CG wing added to the shot.

According to Niklas Jacobson, visual effects supervisor at ILP, the CG wings had to look very specific, with an oily, semi-transparent feel. And, they had to blend seamlessly with their practical counterparts. Even the animation was delicately balanced so the CG versions would not stand apart, yet the animation had to make them feel as if they are alive and part of the character.

"It's an incredible amount of work - the roto alone that's needed to remove the practical wings and add the CG wings was unbelievable," Paterson notes. "We had to roto around clothing and other characters, and there are lots of crowd scenes in the episode - we had to get those wings in there between every faerie."

For the mid- to near-ground faeries who fly, the actresses were filmed on wires against greenscreen. For one scene in particular, however, a giant rig was constructed over the main courtyard set that enabled 16 to 20-some faeries to fly at a given time, making the transition to flight more seamless. "We weren't separating them out on greenscreen [for this sequence], even though it led to a lot of rotoscoping. But, it felt more realistic to have them walk through the set and then lift up and fly out of there," Paterson adds.

When the faeries appear midground to background, full-CG characters are used.

Pixomondo was the main "wingman" for the majority of Season 1, and did quite a few shots in this episode, too.

Technically more complex than the faeries in the episode were the marroks (werewolves), changelings that transition from human to beast form.

"We scanned all the actors who had their own marrok, and we worked hard to ensure that the design of each was closely related to the actor playing that particular character through the use of skin tones and hair placements," says Paterson. Then, it was a matter of building out the creature. Paterson praises Image Engine's incredible work with the muscle systems and the skin, as these creatures have much more visible skin than the typically furred creature. Instead, these have mostly human skin covering an animal body shape.

In one particularly scene, Vignette is flying back and forth across a ravine to help the soldiers secure an electrical line - which required a lot of transitioning between practical and CGI character work. Then, a CG marrok attacks Philo on the same cliff until Vignette rescues him.

The marroks appear in other scenes, as well, including one wherein three Pact soldiers strip naked in a forest and inject themselves with a serum, which causes them to transition into the beasts.

The film plate with a stand-in for the marrok. Note Vignette without her wings.

Artists added the CG marrok to the scene, as well as CG wings for Vignette.

Epic Worldbuilding

The landscape in this episode is stunning, with breathtaking hills, towering mountains, and deep ravines. The episode was filmed in Prague and the nearby towns, where filmmakers captured the natural beauty of the environment. For instance, the opening sequence with Philo and the soldiers marching to the village was shot practically with CG extension work. The snow was real, thanks to a well-timed blizzard, which negated the need for digital effects. For the most part, though, the plate photography in the episode was used for extreme close-ups.

The wide establishing shots were a result of worldbuilding by ILP artists, who constructed the area near the walled-off Mimasery village including the forests and mountains around it. "One of the more exciting challenges for us was creating a believable world and planning it out. We received some fantastic artwork from the art department, but we also did some concept work ourselves," says Jacobson. The artists generated almost all of the environments with geometry due to the large number of shots taking place within the environment; there were only a few matte paintings, used in the establishing shots as the soldiers arrive.

Once ILP received plate photography, the artists began the worldbuilding, carefully constructing and then incorporating the same type of trees and the specific type of rocks from the live-action plates into the digital environments. SpeedTree helped grow the trees. "The stones and mountains are very specific to this area, so we had to do custom texturing work to create the specific stones and so forth," notes Jacobson.

Into this landscape, the ILP artists built the village, including a massive cathedral-like library holding sacred texts, maps, and technology research. The bottom two levels of the library were built practically and then digitally extended to a soaring height, allowing Vignette to fly upward while locating a particular book. "You don't know how high it actually is. You never quite see the top," says Paterson. A spinning rig lifted up the actress from the set piece, and the effects were added later.

A partial practical set at the Mimasery.

ILP crafted an extensive digital environment, including rock, snow, and smoke.

While ILP had been using SideFX's Houdini for many years to create effects, this episode marks the first time the studio migrated fully to the software as its primary package for worldbuilding and environment work, enabling the team to take advantage of all the tools that exist within that program.

"We have been using Maya for many years, and we love it and still use it primarily for modeling, animation, and so forth. But, it was hard to assemble scenery, and it became more difficult as we started doing more and more big-scale environment work," Jacobson explains. "Houdini is a great tool for assembling very complex digital builds. Also, the integration is so smooth, having everything in one package [for effects and worldbuilding]. Our effects TDs can do setups and provide them to our lighters to refine certain aspects. It's a lean approach, getting everyone using the same software."

In addition to Maya, the artists at ILP use Autodesk's Mudbox and occasionally Blender, as well as Foundry's Mari for texturing. They also employ asset libraries, such as Quixel's Megascans for high-detailed scanned models. Compositing is done in Foundry's Nuke, and rendering is achieved in Arnold. "It's integrated into Houdini, so we didn't have to switch to a new render engine while we were making this big [software] transition," Jacobson points out.

As stunning as the Mimasery environments are, the most difficult set, in Paterson's opinion, is toward the end of the episode, when the Pact soldiers arrive in zeppelins and begin to shoot the faeries from the sky as they hurl Molotov cocktails at the soldiers. An all-out battle rages as the sky fills with airships, which rain destruction down on the monastery.

"We built the airships that are wreaking havoc in the Mimasery. The fight includes effects work such as fires and explosions, as well as digital doubles and the blimps themselves, plus the destruction," Jacobson points out.

ILP orchestrated a complex battle scene using CGI.

Whenever we see the action from the airship's point of view, the shots are completely digital. "We're seeing the top of the mountain and the Mimasery, with all the faeries and the Burgue soldiers in the courtyard below, and it's all-CG," says Paterson. "There's a tiny postage stamp of practical people in the courtyard, but everything else - all the faeries flying out, the mountain, the trees, the snow - it's all created by ILP. They built the whole mountaintop, really. It's beautiful."

As Jacobson points out, ILP has tackled some amazing creature and other type of work since it was founded 12 years ago, but for the past three to four years has been called on to do larger-scale environments, culminating in what he calls "a milestone in an environment build for us" on Carnival Row.

Pushing Boundaries

Some recent streaming and television series, including Carnival Row, are pushing the quality and quantity of visual effects like never before - a trend mastered by Game of Thrones, also known for its the massive scope of work. And, Paterson is aware of the comparisons being made between the two fantasy series. "It's rare that you get a show where you're doing this type of creature work in addition to these environments," she says of Carnival Row. "And the environments themselves are much more complex than you usually do for television."

Amazon Prime Video dropped the entire first season of Carnival Row simultaneously, though the VFX teams work on a staggered delivery for the episodes. Still, all the teams had what Paterson describes as a fairly long post on the series, and even did a bit of added editorial work at the very end. Overall, the visual effects teams had an average of 16 weeks per episode, and since they are being done concurrently, some of the shots were completed quickly while others were in process nearly the entire time. For Episode 3, however, ILP was in production for nearly nine months. And, the results show the effort that was taken.

The episode is a visually stunning piece, but it also gives audiences a much-appreciated backstory for these two main characters, as well as context for the faeries' struggle in the series' present day. The Season 1 finale solves a number of the series' central mysteries, but it also sets the stage for the growing inequality and tension among the humans and the creatures as we enter Season 2.

Karen Moltenbrey is the chief editor of CGW.