Spinning a Yarn
Issue: Edition 2 2020

Spinning a Yarn

Throughout our lifetime, we have read fairy tales of all kinds, nearly all of which have happy endings. The Willoughbys, an animated film based on the book by the same name, is not one of them.

"If you love stories about families that stick together, and love each other through thick and thin, and all end happily ever after, this isn't the film for you," says the narrator, a world-weary cat, in the opening of the animated film. "This family's story is weird, hidden away from the modern world in their old-fashioned home."

Indeed, the cat's perception of the story is accurate. However, when looking at the film as a whole, "unique" seems to be a more fitting description than "weird."

Meet the Characters

Jane (Alessia Cara)

Jane Willoughby, the family artist, is a joyful and curious 12-year-old. Though outnumbered by her three brothers, she is full of ideas, opinions, and daydreams, and is eager for her voice to be heard.


Tim (Will Forte)

As the eldest Willoughby child, Tim fancies himself their leader. He has firm beliefs about how his family should act to maintain its legacy, which causes some arguing with Jane. A brave, energetic, and scholarly 14-year-old, Tim has endless potential - if he can give up being in charge, listen to his siblings, and have a little fun.


Barnaby A & B (Seán Cullen)

Whether finishing each other's sentences, solving complex math problems, or building gadgets from scratch, the young twins always act as one Willoughby. Clever go-getters, Barnaby A & B love learning and following instructions word for word. They admire their older siblings very much, often acting as their referees.


Nanny (Maya Rudolph)

A huge-hearted optimist, Nanny is hired to take care of the Willoughby children while their parents travel. Once she realizes that they've had a sheltered upbringing, Nanny introduces the kids to new food, music, and views, becoming their tour guide to modern life. Always bursting into melodies and giving out hugs, Nanny emerges as the comedic backbone of the story.


Mother (Jane Krakowski)
& Father (Martin Short)

The selfish Willoughby parents pay little attention to anyone except each other. Hidden away in a mansion full of antiques, Mother and Father entertain themselves with old-fashioned crafts like knitting and building ships in bottles - until their kids trick them into booking a vacation. On that trip, they learn about the Internet and decide to sell their home from afar.


Commander Melanoff
(Terry Crews)

A world-famous candymaker whose face beams from bus and TV ads, Commander Melanoff is actually quite lonely. New acquaintances tend to be intimidated by his size, uniform, and baritone bellow, but not Nanny or Ruth - the infant he discovers on his doorstep. Once the siblings start tinkering in his high-tech factory, Colonel Melanoff has softened into a generous spirit and doting dad.


The Cat (Ricky Gervais)

Since the adventure unfolds from this four-legged narrator's viewpoint, the filmmakers designed the elements on-screen to resemble a collection of colorful, handmade toys. At first, The Cat is a jaded onlooker prowling through the Willoughby home, pausing to lick himself and grumble about the latest human happenings. Yet he roots for the kids and increasingly feels like part of their family, so much so that he creates a diversion to reunite them with Nanny.


Ruth (Brian Drummond)

Pink-cheeked baby Ruth will scale any surface and gobble every snack. After Mother and Father refuse to take her in, the giggly youngster brings the Willoughby siblings and Nanny into Commander Melanoff's life. She also sends the kids on their first trek into the city, foreshadowing their eventual globe-trotting journey.


Unique Story

Inside the big, old-fashioned home filled with antiques is a history that goes back a long way, a family legacy of tradition, invention, creativity, and courage, as depicted in the portraits hanging on the walls. The family magnificence has been passed down from generation to generation (like their prominent red, bushy facial hair) - that is, until the current one.

The house now sits in the middle of a modern, bustling city, closed off from the rest of the world. Living amid all the books, paintings, and heirlooms is the latest family of Willoughbys: Mother (Jane Krakowski) and Father (Martin Short), who are selfish and lovestruck. They share the space begrudgingly, their children: Tim (Will Forte), Jane (Alessia Cara), and the Barnaby twins (Sean Cullen). While love is an amazing thing, the parents only have love for each other; they do not extend it to the children, who they see as nuisances. Better not seen and not heard.

The children are mistreated. They are neither fed nor clothed. Never is a kind word offered to them. One day the children find an orphan outside the gate to their home. They want to keep it, but their parents forbid it. The kids find a seemingly perfect place for the baby: at a candy factory. Convinced they would be better off as orphans themselves, the siblings come up with a plan: entice their self-absorbed parents to take an exotic vacation to dangerous locales around the world. As the pièce de résistance, they add the caveat "no children allowed" to their fake brochure, ensuring their parents' interest. It works, and off the parents go.

The Willoughbys, directed by Kris Pearn, is based on book by Lois Lowry.

Happy to be "orphans," the children's staycation is interrupted by a nanny (Maya Rudolph), who the parents have hired to watch the kids. Eventually, the children warm up to her, that is, except for Tim, who remains mistrusting.

Feeling guilty about tricking their parents (even after Mom and Dad sell the house so they can afford to continue their journey), the children enlist Nanny and a generous candymaker, Commander Melanoff (Terry Crews), to help them build a candy dirigible so they can rescue their parents before tragedy befalls them. However, the children sneak off in the airship by themselves and fly off to the "Unclimbable Alps," the last stop in their parents' trip. The children succeed in their mission, following a trail of Willoughby-red yarn up the mountain and arriving in the nick of time before the lovebirds freeze to death. But the ungrateful pair continue their selfish ways and commandeer the flying contraption the kids built, abandoning the children on the mountain top to a frozen fate.

But maybe the story has a bit of a happy ending, after all, which has nothing to do with the parents. Instead, Nanny and the Commander rescue the children, who are truly orphans now, and they, along with baby Ruth, the infant at the gate, become a family - a perfectly imperfect family.

This anti-tale, based on the book by Lois Lowry, was brought to life in Burnaby, Canada, at a greatly expanded Bron Animation, a division of Bron Studios, a Canadian motion-picture company. The film is written, produced, and directed by Kris Pearn (Open Season, Surf's Up, Cloudy with a Chance of Meatballs). In fact, Pearn's varied background in the animation industry (animator, story artist, character designer, writer, and director) made him an ideal candidate for this project, which took on a homemade aesthetic, due to his experience in 2D, stop-motion, and 3D animation.

Producer Luke Carroll optioned the book in 2014 after listening to an audio version on a family vacation. Pearn signed on, and work began in earnest two years later and finished just about two weeks before North American went into lockdown due to COVID-19. "Taking the tropes of animated films and having the opportunity to play with them to tell a story that I think is different in a way that celebrates the independence of kid logic and hopefulness was an interesting challenge," says Pearn.

The Willoughby children long to be rid of their parents.

Cat’s Tale

Director Kris Pearn wanted The Willoughbys to be a fairy tale. To this end, he decided to have the cat (voiced by Ricky Gervais) narrate, enabling the director to push the animation a little further over the top.

“The movie starts off from the point of view of this external character, the cat, who’s looking through a window. It’s the cat’s tale, told from its point of view, so it might not be 100 percent real,” Pearn explains. “That gave us a sense this could be a once-upon-a-time sort of world. That let us pivot into the world of metaphor. And because we had these heightened textures, we had permission to then push the choices we would make in terms of posing and pushing our characters toward that almost broad Cartoon 101/Chuck Jones approach with simple silhouettes.”

Nevertheless, the animators always maintained gravity, the sense that the world was real. If a character fell, he or she would hit the ground and likely react accordingly.

“We wanted to have that physicality,” says Pearn. “I wanted it to seem like there’s always bones in the characters, but there are bones that have a lot of loose joints when they hit big poses. And yet, they are not rubbery.”


Unique Design

The artwork from the book is sparse, giving production designer Kyle McQueen a clean palette to work from. The design he and the filmmakers chose is certainly atypical, one that feels homemade. "The stop-motion influence in The Willoughbys came from this idea of an old-fashioned story - kids growing up on books rather than the Internet - and so we really wanted to dive into that from a visual standpoint and create something that didn't feel digital," says McQueen. "We wanted a world that really felt tactile and visceral, like turning the pages of a book and smelling the ink."

Adds Pearn, "I wanted the audience to think they could go to Michael's [craft store] and buy all the materials to make this movie."

The characters are disproportionate in shape. But what stands out the most are the textures. The Willoughby family, as generations before them, have big red hair that looks as if it is made of yarn, a notion that is emphasized by the fact that Mother is obsessed with knitting. Nanny also sports a big head of hair, only hers is dark brown, curly, and heart-shaped.

Likewise, all the clothing looks handspun, too, like you would see on a stop-motion character - making them look like miniatures. That is, except for Tim, who is wearing a too-small explorer-like outfit he outgrew many years ago.

"When I pitched the idea to Kyle McQueen, he immediately got excited by the notion of boiling down the shapes to simple cartoon principles with heightened textures, almost in the vein of stop motion," says Pearn, who spent part of his career at Aardman Animation, known for its stop motion productions such as Shaun the Sheep. "Everything in stop motion is handmade, so we started wondering, what if everything in this world was handmade? Hence, countless frames [are] overflowing with textures and toy-like components."

The Willoughby history of greatness skipped Dad’s generation.

Unique Animation Approach

As big a role as stop motion played in defining the film's look, it is Pearn's 2D animation background, with its hand-drawn approaches and pose-to-pose animation, that held sway when it came to making the characters move.

"Early on we looked at 2D pose-to-pose animation, and I challenged the animators to create a movement style for each character based on who they were," says Pearn. For example, Tim is very still, almost like a grown-up. Jane, meanwhile, represents the future, she just wants to escape. She's like a bird, fragile but tough, which played into the way she moved through the use of arcs."

While the film is informed by a stop-motion aesthetic and 2D animation principles, the world of The Willoughbys is neither in actuality. Rather, it is 100 percent CGI. And, "tricking" the computer into believing otherwise during the creation process was the biggest challenge Pearn and the crew faced.

Textures were key to achieving the tactile aesthetic of the characters. The way Pearn used the cameras also provided a stop-motion feel. To this end, McQueen devised an environment that could be captured without a lot of digital moving cameras, and Pearn decided to use minimal motion blur, citing Hal Ashby's Harold &  Maude and three-camera sitcoms as inspirations (see "Inspiration," page 55). "When we do move a camera, you feel it," says Pearn. "We tried to pick cameras and do setups that gave us a lot of width. We use a lot of depth of field so that your eye always knows where to go. It does kind of feel like miniature photography. And that's a big part of the stop-motion appeal."

Creatively, the lack of camera motion also gives the sense that the children are stuck in the house. "I wanted to shoot the house like it was a practical set, like a sitcom. Locking the camera allowed us to give the audience that three-camera setup feeling where there are long takes, you trust the acting and let the composition do the work," Pearn explains. "On the flip side, when we unpin the camera, it drives a story point. When the children leave the house, we let the camera dolly up, because that telegraphs to the audience that we're now loose and out into the world. When the children make the choice to come back and stay at the house, the camera is locked again."

To further implement the less-is-more approach of simple, graphic character designs, the crew coined a term related to The Willoughbys' cinematography: variable frame exposure. Today, standard features are filmed at 24 frames per second, with every frame displaying a different image. With variable frame exposure, the filmmakers showed certain images for one, two, or three frames. "You might be giving them fewer images per second, but it never came at the cost of less information," maintains Aniket Natekar, one of the film's lead animators.

Pearn explains this further. "Instead of splining the animation so that it's full-frame range, 24 fps, we would do it on twos for the characters, and then we would do our effects on threes and fours. The feeling that I was trying to achieve was similar to when [filmmakers] would use film and shoot their primary layer and roll it back, and do the effects on a pass-through. I wanted things to feel like they had a little bit of an off-timing. Of course, the computer really likes it when things make sense. So, trying to figure out how to work with the software and the pipeline to give us the robustness of the textures that we were after, and the timing we wanted, was really a challenge. But, we had some really smart people working on the film. Russ Smith [VFX supervisor] was able to get in there and add scripts and break the widgets, and get [the software] to do what we were creatively chasing. Plus, it was a small studio, which enabled us to be really collaborative."

Bron Animation was already established as an Autodesk Maya-based studio, which the Willoughbys team used as well. The artists also used Pixologic's ZBrush for modeling. In addition, they used Maya's XGen geometry instancer for populating polygonal mesh surfaces with primitives, either randomly or uniformly placed, to generate the family's signature red hair as well as the cotton candy elements.

"By controlling the movement as opposed to straight simulation, we could make the hair feel designed, and we could respond to what we were learning from the textures," explains Pearn. "Establishing this style of movement also gave us cost savings in various conditions, such as rain, snow, and wind. The graphic quality of the yarn and the rich texture added to the handmade feeling by not overreacting to the FX elements, which we wanted to feel comp'd over the movement, rather than embedded."

The film contains a homespun aesthetic throughout.

Unique Effects

While the imagery in the movie's foreground is 3D, the backgrounds were matte paintings, again supporting that homemade feel. "I loved the idea that behind a certain layer of depth, there's a painting," says Pearn. "Also, we had to commit to the locked camera idea so it felt like a sitcom. I found that soundstage feeling very attractive to the story."

A good portion of the film takes place inside the house, where Pearn found the children's library to be an especially difficult environment due to the extreme detail and the difficulty in lighting it so the viewers' eyes knew where to look. "I wanted the room to feel rich. It's sort of a metaphor; it's full of all the ideas bubbling in the twins' heads," he says. Grading was also challenges to ensure the characters stood out among all the detail.

The snow near the end of the film was also challenging in terms of establishing the right combination of 2D and 3D. It took a lot of trial and error, Pearn says, to get the snow to feel like it was applied to the scene, but also gave the audience the sense that the world is very cold.

"We had this amazing artist, Helén Ahlberg, who was our effects lead. She was a 2D animator by training, but had that superpower where she could step between the 2D and 3D worlds," Pearn adds.

According to Ahlberg, effects are usually accurate calculations and simulations, but for this feature, the filmmakers wanted the effects to feel homemade, to fit with the overall aesthetic. "That was definitely a big and extreme challenge for our team," she says. "We would use the 2D mind-set of building them by hand, but we would do it in the computer."

The production designer wanted fire to look like cutout paper and snow to feel like 2D confetti flying around. To this end, Ahlberg and the visual effects artists drew inspiration from a number of places for the work, from stop motion, to paper cutouts, to children's illustrations, focusing on the craftsmanship and then mimicking that in the computer using Maya and SideFX's Houdini. For rendering the FX, the group used Mantra within Houdini. (The lighting/comp team used RenderMan within Foundry's Katana for rendering and Foundry's Nuke for compositing.)

Their approach varied somewhat depending on what was needed, but it all started by first sketching out the effects by hand for timing. "We had to really think creatively and go outside the box a bit," says Ahlberg. "We didn't come up with any new groundbreaking technology. It was a matter of taking a unique approach that would give us very strong silhouettes and graphic shapes on all the effects."

For instance, when crafting fire, Ahlberg wanted something iconic that felt like fire but didn't have big, fluid movement like the element usually does. "We played around with triangular shapes and would hand-sculpt them to look like they were made out of paper. And then we put a light that flickers inside to symbolize the chaos that comes from fire," she adds. "But when you look at it, you know it's fire. We'd even have some things that were on twos or threes or fours, instead of the normal ones for effects, so they wouldn't stand out too much."

In addition to fire, the group tackled other elements. For smoke or dust or clouds, they tried to make them look like cotton or even spun cotton candy. And for water, Ahlberg didn't feel like fluids would really fit the style of this film. "So, we thought more about the material and played around with reflective Mylar strips, just deforming them and breaking them apart," she says. "Splashes would break into little pieces of paper instead of droplets."

There is also a rainbow made out of cotton candy. The effects department also handled some of the cloth, such as a carpet or flag. And, the group was in charge of paper electricity, bubbling soda acid fields, and lava.

The animated film was crafted at Bron Animation.


The Willoughbys is a CG-animated film, though it looks as if it is a hybrid production of 3D, 2D, and stop motion. Also, it uses techniques from dual mediums, infusing the camera style and more used on various television sitcoms within this feature-film production.

“Visually, one of the things early on I really wanted to achieve was the collision of filmmaking styles. I wanted the time that the kids spend in the house to feel like a sitcom, where we really lock the camera and have three-camera setups and long takes. And, I wanted the rat-tat-tat of the dialog to remind people of that Chuck Lorre kind of time,” explains Kris Pearn, director. “And then when they leave the house, the camera unpins and the colors change; the idea is that outside of the gate is a movie. That kind of collision between those two worlds was something we really got excited about early on in the process.”

Pearn was particularly influenced by TV shows he grew up watching, such as Three’s Company, Cheers, and All in the Family, whereby the characters might be wrong about their opinions of the world, but there’s an underpinning of optimism.

As for the mixed aesthetic, Pearn was also influenced by his stop--motion background, but also by his 2D animation experience. “I still love the choices that come from pose-to-pose animation, like when you watch Chuck Jones or the old Disney hand-drawn films like 101 Dalmatians or The Jungle Book, that feeling that there’s a hand behind the pencil,” he says.

Despite the stop-motion and 2D influences, Pearn never considered creating The Willoughbys as anything but a CGI film. In this vein, practicality reigned, as Bron Animation already had a 3D pipeline in place and was able to draw on the abundance of 3D talent in the Vancouver area to create this film.

Unique Ending

In most coming-of-age stories like this, there would be a fairy-tale ending. The parents would see the error of their ways, and the family would reunite and live happily ever after. Well, that was not the case here, obviously.

Still, the kids do get a happy ending, but not the one the audience expects. And the parents, well, that's another story with… and abrupt ending.

Likewise, viewers probably did not expect the unique aesthetic of this film. "We really have tried to create a hybrid world that looks like a cross between CG and stop motion. This is a movie that looks like nothing else out there," Natekar says.

Adds McQueen: "So much love and care went into this film, and I really hope that audiences find it and love it as much as we do. It's such a weird, funny, emotional film, and I think it's very unique in the animation space."

We couldn't agree more.