Faerie Evil: The Making of Maleficent

Trevor Hogg chats with director Robert Stromberg, production visual effects supervisor Carey Villegas, visual effects supervisors Seth Maury and Kelly Port, digital effects supervisor Darren Hendler, and previs supervisor Mark Nelson about reviving a Disney classic…


stromberg_5142“There are not many production designers/visual effects people who have made the leap which doesn’t make sense to me because it seems like the perfect breeding ground to moving up into directing,” reflects filmmaker Robert Stromberg who started as a matte painter and became the Oscar-winning production designer for Avatar [2009] and Alice in Wonderland [2010].  “On Master and Commander [2003] I met Peter Weir and we hit it off.  I came in as a Visual Effects Supervisor and spent so much time with Peter that I became a liaison between him and ILM.   We started talking about other things especially about characters and what it is like to direct.  I learned so much from Peter talking about issues other than art direction and visual effects that led to James Cameron who admired Master and Commander, and is a nautical guy himself.   I spent four years with James Cameron on Avatar watching and talking about how he directs a movie.  The technical part of directing is so easy to soak in on your own but it’s the in-depth conversations with other directors that I’ve worked with that gave me the confidence to do it myself.”   The opportunity to direct emerged out of projects with Tim Burton (Dark Shadows) and Sam Raimi (A Simple Plan).  “I had worked with Joe Roth on two other films, Alice in Wonderland and Oz the Great and Powerful [2013]; over the course of many conversations about production design, art, characters and emotion, he got a sense that there was possibly more to me than being able to make pretty pictures.  Joe came to me with the script for Maleficent [2014] and said, ‘This feels like a good marriage.’ We approached Disney.  I had put together in a couple weeks time a room full of artwork that I had blown up into enormous images and placed them around the room like a museum.  Upon entering they felt like, ‘This is the movie.’”

Disney's "Sleeping Beauty" ..Conceptual Artwork..?Disney

Disney's "Sleeping Beauty"..Film Still..?Disney“First of all it’s a Disney film,” states Robert Stromberg.  “You have to start with that.  To be honest I wanted to be able to take my own nine year old daughter to see the film without scaring the pants off of her.  Maleficent is an iconic Disney character and we wanted to respect that so we didn’t want to reinvent her but she’s more layers than that.  Angelina [Jolie] felt the same way about it.  We wanted to create a new character based on that character.  Maleficent is a dark character which could easily be steered to a place that is not suitable for kids.  It’s a fine line in how you handle that but our approach was to rate it PG.  We explore dark and light, good and evil, love and betrayal; these elements are found in a lot of Disney classic films.  There are a lot of pretty hard core emotional issues in those classics.  It was steering it to a path that respects the old Disney classics and is suitable for family, and a slightly darker tone that appeals to a slightly older crowd.”   The animated fairy tale released in 1959 about a princess cursed into a deep slumber had a creative impact on the live-action version.   “I’ve studied Disney films since I was a child and have watched them.  I’ve always been intrigued by them especially the work of Eyvind Earle [Peter Pan] in the original Sleeping Beauty.  We were much heavier in the beginning in this stylized world but soon realized that because we had such a short pre-production period it would be impossible to recreate everything in that style.  It became a crosspollination of photo-real and Eyvind Earle.”  Stromberg believes, “If you’re engaged with the characters and following the story it doesn’t matter what the environments are around you.  It is not only about creating this world that you can look into the distance and see strange and wonderful things.   As a first time director I was trying to get the emotional performances and something that would engage the audience.  Hopefully we have done that and the world that they’re in doesn’t takeover the film.”


bc1020_ddl_v1142.1104_RA number of discussions took place with the cast and crew.  “There are the technical side of things which is we’re creating a world that isn’t there and some of the actors had never done a huge visual effects film before,” remarks Robert Stromberg who used artwork and previs to demonstrate to his actors where the CG creatures would be appearing to make sure that their eye lines and interactions were correct.  “Explaining all of that was critical to have as we have over 1500 visual effects shots and most of the time they would be staring at nothing or green screen.”   Two first time production designers were recruited for Maleficent.  “That was intentional,” reveals Stromberg.  “Gary Freeman [Saving Private Ryan] is an UK based Art Director, long-time veteran of Pinewood Studios and Dylan Cole who I initially brought in for Avatar has worked with me on every movie since; he is a talented artist.  I had a production designer working with me who could paint pictures of what the world could look like, and I had Gary Freeman who is also an artist but had a lock on the nuts and bolts of getting things built at Pinewood Studios.  The two of them together made in my mind the perfect combination.”    40 sets were built for the production ranging from a 12-foot square room to the 5,000 square foot Great Hall.  “With previs we can quickly determine how much needs to be built and what can’t be physically be built. Another factor was cost.  ‘Is it cheaper to build a set versus an all digital world?  We weighed not only the costs but the efficiency of what the scene required.”  The man behind the camera recalls, “I remember standing on the biggest set that we had built which was the interior of the Great Hall of the castle.  I loved that because it was inspired by Errol Flynn [Robin Hood] movies and Don Juan [1948].  I felt like I had gone back into time with this huge set; that part of it was great.”


043_BB_0208_V0004_FR0254“We go as far back as Cast Away [2000] and Bad Boys 2 [2003],” notes Visual Effects Supervisor Carey Villegas who has worked with Robert Stromberg over the past 15 years.  “Because of Robert’s matte painting background and Photoshop expertise he can take a high resolution digital file from the film and literally paint on top of that. It’s a great way to work.”  Previs and postvis needed to be created in order to handle the complexity of the visual effects.  “We worked with The Third Floor which is a great company that does previs.  Storyboards are great and we had plenty of them but it is nice to take those storyboards to the next level so you can start to time things out. Previs also helps when there’s a specific location you might want to shoot on but you’re not sure if it will work.  You can play the scene out and get a rough idea of that location by surveying it or taking some quick measurements.  Even mocking up something even if it’s crude as putting a box where a house would be or putting some stand in animation characters in there.  Previs helped us to conceptualize ideas.”   The previs footage had an on-set presence.  “When Angelina [Jolie] or Elle [Fanning] is petting a blue screen form that doesn’t exist it’s nice for them to understand how that character might emote or behave.   Once we photographed the film, postvis played an even stronger role for us.  It was the only way for Robert’s director’s cut of the film.  We would be missing portions of the film.  There would be nothing to look at.  There was tons of location scouting.  We went all over England and Scotland looking for this ideal location that didn’t exist.  A lot of the things we setup were at Pinewood on a blue screen stage or even in a back lot where we built partial sets.  A lot of those things would end at a certain distance and you didn’t get a sense of what that environment would be like.  Just as a director’s tool to convey his director’s cut to the studio the postvis played a huge part in that too.”


127_AE_1206_V0001_FR0280“Dean Semler [Dances with Wolves] is such an experienced DP who has done so many visual effects films so that was a huge help as we had so many blue screen stages,” states Carey Villegas.  “Because we did so much previs early on we had Rick Pearson [United 83] who was our first editor that we started with.  Chris Lebenzon [Frankenweenie] came in after we finished principle photography.  The two of them worked well together for a long period of time.  Going into the film you create all of these shots in previs and not knowing how editorially they want them to fit together.  It was great having a relationship with the editor where you can try a bunch of things conceptually.  They’re one off shots that you can give an editor to cut together.  He can go, ‘It would be helpful if we had a shot like this or if this shot was longer or if this shot happened faster.’  Having that type of early collaboration at the previs stage really informed us on how we would shoot those scenes and also informed Dean.”  Villegas notes, “In Maleficent we wanted to ground it more with reality and that meant building more practical things.  It helps with the actors as well.  They’re not in a void of blue or green screen a 100 per cent of the time.  We had them lean against a real tree or made use of the weather.  A lot of sets were built outside.  We built four towers. Dean Semler ran a huge silk over the top of them so he could control the light on the exterior set.  It created a nice soft diffused light.”

Image converted using ifftoany

“We have a fire breathing dragon in the film and had a practical flamethrower on the set which Special Effects brought out for us,” remarks Carey Villegas.  “Even if though things didn’t end up in the film it gives the actors and everybody on-set that real feeling of a flame that is shooting 20 feet out in the middle open space.  Even if you replace the source of it you still have all of the interactive light created in the scene.  Robert wanted ‘dragon dribble’.  After the dragon breathed fire, it would go back into his mouth.  You would have a stream of fire that would drip down to the ground.  We shot a lot of that with kitty litter and kerosene.  We dropped the burning kitty litter from 20 feet in the air and it created this nice cool stream of embers.  We had things that exploded.  There’s a sequence at the end where the dragon’s tail goes through a big column and that was shot with a big stunt.  The collaboration between special effects and visual effects tie all of those pieces together.  We tried to mix things with the same effect visually and swap that same thing for a practical version of it; that gives us a real thing to match to.”


CM1165_final_pub4k_v001.1112“Angelina’s wings were a huge thing that had to be designed,” states Carey Villegas.  “We had a prosthetics guy who also did some work for us on creatures.  David White [Troy] did that work.  They fabricated these wings in full form even though we knew that we were going to completely create her wings digitally.  Having something tangible that you can show artists is a huge help.  It also gave Angelina something to understand at that stage in the filmmaking process.”  Villegas notes, “We had some of the digital characters in Alice designed by the costume designer but in this case we were in pre-production and Robert came in with these big renditions for each of the three pixies; he had pretty much designed those costumes.  They were stylized and had the features of Imelda Staunton [Vera Drake], Lesley Manville [Another Year] and Juno Temple [Killer Joe]; the foreheads were different, eyes were bigger and faces were rounder.”  Complicating matters was that Staunton, Manville and Temple make an appearance in the movie which resulted in the utilization of performance capture.  “We wanted them to be stylized but to make sure that they still had elements of each other in their different forms going into the live-action portion of the film.”


RD9993_final_quad_pub4k_v001.1001“As a visual effects supervisor I’m always looking at first and foremost who is the best to do a specific job,” explains Carey Villegas.  “There are quite a few visual effects company and a lot of them have specific specialities that they are good at.  In this case I had been working at Digital Domain creating some facial capture for a film Paradise Lost with Alex Proyas (Dark City).  We were trying to do what was done on Tron: Legacy [2010]with the character Clu [Jeff Bridges] and take it to the next level as well improving upon what was done with Benjamin Button [2008].  I had been working on that film with these techniques for seven to eight months when the film was put on hold and that’s when I jumped onto Maleficent.  When I read the script and talked to Robert about what the pixies were suppose to do and how they were suppose move I knew right away that they wanted to be a 100 per cent digital.  Because you have great actors like Imelda Staunton the studio wanted to make sure that was the right approach rather than going to what I did with the Red Queen [Helena Bonham Carter] in Alice in Wonderland where you take the actor’s face and manipulate the photography of it.  They wanted to make sure that we captured the nuances of each of those actors.  That made a logical choice for Digital Domain to take on that work and I had to pair that with some other work.  We gave them Maleficent’s wings and digital double of Maleficent flying.  MPC was the company that did the lion share of the work on the film.  They did 15 to 16 other digital characters and a ton of environment work.  Adam Valdez led the team at MPC London which was the main facility and Seth Maury was leader of the team at MPC Vancouver.  They’re great with animation.   I also had an internal team in Los Angeles and we did about 300 shots in the film.  We brought in Method as well as The Senate to handle some extra shots here and there.”


“What we figured out early on was what Robert likes to do is to take a matte painting halfway, hand it over to us, see it in shot context all split up, how does it work in the edit, and go back and keep working on it,” states MPC Visual Effects Supervisor Seth Maury.  “Robert would rarely first time out of the gate handover a painting and walk away from it; he’s collaborative in making sure the final product is the vision that he has which is cool.”  Carey Villegas was not overshadowed by the director when it came to producing the visual effects.  “Carey was our first point of contact and whenever Robert could make it to the call those guys were in there together. What was great about them was they weren’t strict to, ‘You’re the director and you’re the supervisor.’  It was a collaborative discussion between them of where they wanted things to go.” Different review sessions were held.  “For cineSync we did most of our animation or cut questions or looked at an edit because it wasn’t colour critical.  Then we had a sync RV session so we could both look at 2K files at the same time.”  The work assigned to MPC was divided between the London and Vancouver facilities. “MPC London kept all of the faerie world type of work and MPC Vancouver had the stuff that was mostly on the human side so that we didn’t both have to be doing the same kind of environments. We both had 300 to 400 shots depending on how much got cut; that was for post. During the principle photography and in pre-production it was more Adam Valdez than me because Adam was on-set for the shoot; he was also the main point of contact with the client and producers.”


E_AC_1300_mpc_before_crowd_v0641_frame1345_v1.1345“We had done some early tests on for the Faerie World Introduction,” states Seth Maury.  “Adam and his team in London ended up finishing that up.  That’s one of those things that are fun to do.  You get to play with something that is so classic and iconic.  The idea was, ‘Lets see what kinds of fun ways we can introduce the world of Maleficent but let people think that we’re starting with the same Disney logo that they’ve seen before.’  One of the tasks of MPC Vancouver was building the King’s Castle.  We went through a lot of rounds of working back and forth with Dylan Cole on all of the details of the architecture.  I mention that because once we got into the opening shot of the Disney logo we did some early layouts about castle orientation and what the camera move might be.”  Creative freedom was not a problem when dealing with the iconic symbol for the company founded by Walt Disney.  “We didn’t know going in how much liberty we would have.  We did a few different concepts and turned them over to the production to talk to the Disney executives and lawyers to see what we could or couldn’t do.  We went with a simple approach of a nice brightly lit happy looking castle to something where the light drops out and looks more sinister as we fly up and over it.  It was finding that right balance but we didn’t have any roadblocks from anybody at the studio.” 


O_FD_1040_Cinefex_still_4K_BS_v2.1091_before“Robert has a great eye for composition,” remarks Seth Maury.  “What we were doing was looking at everything as a 2D matte painting and what made a nice picture with good framing and elements but also translating that into a 3D space. The more rich, varied and textured you can make an image, the more it comes to life and that’s where Robert was good in directing us.  We had a library of 3D elements and also on a second unit visual effects shoot they shot a ton of blue screen live-action plants which we would use in a variety of ways as they shot built up.  First you block out the camera move and start filling up the frame until it looks rich and alive.”    Maury explains, “A lot of the times we would go into Nuke and build a card world with CG renders and all kinds of blue screen elements in there.  Sometimes those elements would be moving or sometimes they would be static elements that we would go in and put some warp on top of it so to make them look as if they were blowing.  In most shots you’ll see a mixture of 2D & 3D elements.” Lighting was critical.  “The key thing there was getting enough highlights on the leaf that it looked like what you see out in the world.  A lot of times when you light a CG leaf the whole broadside of it would go white, specular and flat compared to what a real leaf would do.  That we spent a fair bit of time on trying to get that little sparkle and twinkle off the leaves that looked correct.  CG trees were tricky.  “You have to be smart in the way you render or the way you do your layout to visualize the scene because each tree is a heavy model.  We had CG trees behind the battlefield where the Dark Faeries came out of and we wanted a natural motion in there but not so much that it’s distracting from the scene itself.  A lot of the times there was a fan on-set and Maleficent’s hair would be blowing and we would have to tie into that so it would all looked homogenous.”


O_AM_1103_Cinefex_still_4K_v2.1067“There is a degree to which water is trickier than a tree,” notes Seth Maury.  “A tree is a finite object and those issues were more technical.  Water is something that becomes subjective as to what is right.  Even when you make something that is a proper simulation a lot of times what we do is art direct reality and that happens with the water a lot.  You want a certain splash to go a certain way even if it’s not what the character is doing.  Just like the plants we did some CG water, had elements that were shot for this movie and a library of 2D elements that were shot for previous movies both of water and elements of sand falling.  You have sand going over an edge, shoot it against black and from a distance it looks a whole lot like water.  We used some of those elements composited on cards and would have some water simulations as well.”  The faerie world is not populated with muted colours.  “What Robert and Carey wanted to maintain was to have these nice saturated and bright colours but not to have too much bleeding in a lot of areas.  A lot of times if you mix two colours you may get a new colour but somehow we had to figure out how to layer and compose the frames so that it didn’t all turn from being a rainbow into a shade of grey.  It was more of a creative layout issue than a technical one.  Adam had a scene where he has little faeries skating along the ice and everything around them is blue but they wanted the trail coming off of them to be pink.  Somehow you have to figure out how to maintain that pink without mixing pink and blue.”


“The Aurora Curse Scene was fun for me because we got to do it here in Vancouver,” states Seth Maury.  “We did the exterior establishing shot and we also did the curse.  The thing about the curse was it was one of those cases where you want to pay respect to what was done in the previous movie but you also want to do something fresh and updated.  I played with a few different kinds of fluid simulations.  We talked back and forth with Robert and it wasn’t quite hitting the mark.  Robert went away and did a drawing of ideally of what he would like to see.  What was great about that was instead of giving me a drawing of what he wanted the quality of the magic to be it gave me a drawing of the shape of what the magic should be.  Maleficent has what we called ‘the parenthesises’ on both sides of her.  Once I had that as a basis I could take what I had been doing with the fluids and form it into that shape.  That’s where we got that magic.  We mixed the fluid simulations with an asteroid entering the environment type of look.  We had these little bits flying around with different bright little blue trails coming off of them while the rest of the magic was green to get a multi-layered physics effect going on.”  YouTube was helpful.    Doug Trumbull [2001: A Space Odyssey] has some videos up there of some work he has done for other movies.   I downloaded a few real slow-motion footage of a cloud and scrubbed forward and back until I found shapes that I liked and the fluid had dispersed to the quality I wanted.  I would do frame grabs of those or put down in and out points for those videos and then show it to the effects team.” Interactive light was required to integrate the curse magic into the live-action footage.  “In a lot of those scenes we darkened the backgrounds and vignette the sides so that the eye had focus.  Then it was a question of trying to get some bounce light onto the black outfit of Maleficent and onto curse wherever it was to sit in.  A lot of that is compositing.  It’s adding all of that secondary interaction. Your mind uses all of those cues to put everything together.”  Maury adds, “It was fun to upgrade a classic thing that everybody had seen before.”


Diaval is a shape-changing raven portrayed in human form by Sam Riley (Byzantium).   “You have some elements within the character you can play with otherwise it would be a morph from one form to another,” reveals Carey Villegas.    “The first time you see the raven a guy is trying to capture it on the ground; he throws a net over it and you have a small raven who transforms into a full grown man.  We did some concept sketches to figure this out.  You want some of the wings to grow out.  One wing can form into an arm and maybe have some feathers.  You try to utilize elements within each character to blend and help transform and mask certain areas of it.  It was dependent on body position and what the scene called for.  You take those things and use them to your advantage to create something interesting rather than it being cross dissolved between two things.”  Seth Maury remarks, “Diaval turns into a horse, dragon, human and a wolf; you have to have a model of him as a human and have a model of what Diaval is going to be once he’s finished transforming. One of the first things you do is lay those over each other and slowly start working out, ‘What am I going to do during the 12 to 20 fames I have to give the audience the impression that he is going from one animal to another?’  The first place people always look is the face so what we tried to do is to have those facial features linger the longest even if we didn’t have a lot of time.”


E_BB_2015_mpc_before_anim_v0346_frame1125_v1.1125“The Dark Faeries were made out of wood and had moss hanging all over them,” states Seth Maury.  “We did have some concept art and in Vancouver we’re surrounded by these beautiful tall trees with moss all over them.  I wandered out to Stanley Park as well to some surrounding areas and took some reference photos.”  A unique spin was required.  “Snow White and the Huntsman [2012] had a similar tree creature.  The stamp for me was trying to get as photo-real as possible and we spent a lot of time on the moss.”  The realism had to be balanced with the fantasy element.  “What we tried to do was have the ones living on the human side, which were the Dark Faeries in the battle, look more photo-real than the ones that only lived in the faerie world which were more fantastical.  That’s the way we tried to put a stamp on it to make differentiations so that the audience would have a clear delineation of where they were in the world.”  30 variations of the hero faeries were produced.  “Lets say 300 creatures are fighting in a big wide shot we varied up the silhouettes. That’s what gives you the most mileage right away.  A Dark Faerie would have a certain horn pattern that was made out of wood and branches; we would vary that up into a different horn pattern.  In the tighter shots when you’re going to see the Dark Faeries up close the geometry changes so you get the most mileage out of doing texture changes whether it was a different surface quality or colour.  Every character had about three or four variations.”


E_BB_1983_mpc_before_version1_plate_v0003_frame1041_v1.1041“We found in a lot of the battle shots if we had a complicated looking forest off in the background and a high frequency branch like structure in the background and one in the foreground because it was a character they blended in,” remarks Seth Maury.  “We either tried to have trees that didn’t have too many branches down low so the tree canopy was up higher so we didn’t get that overlap.  We played a lot with smoke and atmosphere to separate stuff.”  CG mud explosion were incorporated into the Opening Battle Sequence.  “We had 2D plate elements that were shot of some mortar blasts with dirt blowing up and we had some 3D ground exploding.  The reason we had done 3D ground exploding was because the movie was going to be a stereo release.  We had gone through and identified some elements that would play well with stereo elements and made sure to do them in 3D.”  Maury states, “We had a serpent that also shoots out of the ground.  That’s more of a function of, ‘Lets make some cool looking effects in 3D and we’ll have all of these effects to play with.’  Separately when we had a shot with Serpent bursting out and Maleficent standing on a rock so we can see Maleficent in the frame.  It’s about filling up the space between the creature, the foreground and the live-action plate in the mid-ground with atmosphere to help integrate them.”



E_AE_1400_mpc_before_layout_v0210_frame1114_v1.1114A massive wall of thorns is conjured by Maleficent to protect the faerie world. “Initially it was a living and breathing thing that was always moving,” states Carey Villegas.  “Later on we decided that the Thorn Wall does not become a character until Maleficent summons it. We wanted to make it clear that Maleficent’s magic has brought this Thorn Wall to life. We started to look at things that grew.  Both Robert and I are big Ray Harryhausen [It Came From Beneath the Sea] fans so we looked at stop-motion animation and time lapse photography.  A plant doesn’t come out of the ground in one stem.  Every branch unfurls, unfolds, and rolls out; that is what inspired us to have this animation.  Other than that it was the design of what this thing was in the end which was a massive Great Wall of China like form.  This thing that is impenetrable.   We knew that there were scenes where it would open and you could walk through with Aurora [Elle Fanning] much like the parting of the Red Sea.  We had to think how we were going to have that happen and make sure you’re not boxed into a design that won’t allow you to service the story.”  There was not much of a difference between the previs and the final version of the Thorn Wall.  “We had some early colour studies from day one on a few different scenes that the thorns are in,” recalls Seth Maury.  “Even if we didn’t end up with those pallets specifically it gave us an idea of the feel of what these things should be.  We also had some artwork from Dylan. That’s what we tried to go off of first. What was cool about his artwork was that it had these distinct shapes in it.  It was a cross between something that was photo-real and something Disney stylized all in the same image.  It was meant to look like supersized thorns that were so thick you wouldn’t walk through it.  At the same time it had some shapes that were organic and clearly supernatural or magical about them. In stereo they read well because there’s a lot of foreground, mid-ground and background elements to see.  As a technical execution the thorns were tricky like trees because the geometry was so heavy that it was hard to render and some of the texture maps were really high resolution because you get so close to such a large object.”  Maury states, “What added the magical quality to it was the lighting.  It was lit with a lot of warm and cool tones that didn’t necessarily have a source and it brings a different feel to it.”


O_EB_2285_Cinefex_still_4K_BS_v2.1041_before“The thing with the Great Hall Battle Sequence was getting the dragon to be believable story wise as something that’s big, strong and powerful but somehow still manages to get subdued by all of those soldiers,” states Seth Maury.  “Our unique stamp [with the dragon] was no matter what Diaval turned into he kept his face feathers which maintains the fact that he used to be a bird.”  The Great Hall had to be augmented digitally.  “They built the first floor of the set and we did what is called a ‘top up’ where we extend the second floor of the set. That’s where Dylan was good. They built a beautiful set and he had done a ton of research on what architecture from that period would be.  Dylan was involved with a couple client calls a week as we were doing that going back and forth.  ‘What do you think about the shape of this?  What about how these two pieces of wall join?  Do all of these look good to you?’”  The background plates were relatively free of atmosphere.  “To add fire is tricky because close-up it has soft edges and licks that change per frame quickly.  MPC London had a lot of fun filling up the frame with oil dripping from above and sparks flying all over. They shot a mixture of 2D plates and 3D sparks and stuff flying past camera that you take into compositing and blur it. It gives you all of these layers of depth.”


O_FD_1040_Cinefex_still_4K_BS_v3.1083_before“The biggest challenge was bringing all of the different styles together,” states Seth Maury.  “There were so many different environments that we had to make. There was a lot of concept art. It was whittling it all down to define each environment and making sure there was a consistent feel across all of it.  I say that was the biggest challenge because from that flowed, ‘What do you tell your crew?  What textures do you start painting?’ It was making sure there was a cohesive visual aspect to everything that we did. We talked about it a lot.”  Looming over the environments were the skies.  We got a either a quick sketch or a more developed image of what Robert wanted the sky to be.  It’s a great place to start because it sets your colour pallet.”  Maury reveals, “I shot a pretty Vancouver sunrise with the clouds all pink and orange off my balcony; that ended up being the sky that we put in with the shot right after Stefan [Sharlto Copley] falls off the balcony.”  The Opening Battle Sequence was a pleasant surprise.  “I was so into making each shot look like the next one and the colours were right and things cut that I lost sight of the big picture of the scene.  But when I saw the two minute scene in the theatre it looked great.”  Maury notes, “The best thing about the project was getting to work with Robert because there was a lot to be learned from him.”


RD0126_final_brady_pub4k_v001.1001“I don’t think that Robert Stromberg sleeps because he personally did over a 150 matte paintings for this movie on top of all of his other directorial responsibilities,” marvels Digital Domain Visual Effects Supervisor Kelly Port.  “He was quite flexible and collaborative.  He would hand something off and would not get at all emotional about being tied to a particular matte painting even if he did personally.”  Digital Domain Digital Effects Supervisor Darren Hendler was equally impressed by Stromberg.  “I had never worked with a director before who would take some frames of something you were showing them, paint on top of them and give you back exactly what he was looking for.”  Hendler remarks, “On Maleficent one of the first things that came up work wise was there were flower pixies to be played by real actors.  We had to create CG characters of these real actors and they wanted the CG characters to be photo-real but be able to convey the essence of the actors’ performances.  Actual actors would be driving them through facial and motion-capture.  We built fully photo-real renderable versions with full facial rigs that were indistinguishable from the live-action actors.  We did that even though we were never going to see those CG versions in the movie to bring a level of comfort to everybody.  We then used Robert’s original designs and came up with a stylized version of the actors to match into this faerie world.”


RD2315_final_pub4k_v001.1001“We took full screen videos of the actors’ eyes to see how each of the actors’ eyes moved and worked,” states Darren Hendler.  “We transferred all of that and built digital versions on our creatures to match the actors’ eyes.”  Simulating hair was a significant technical challenge.  “We have our own in-house hair system called Samson,” remarks Kelly Port.  “Hair was tricky on this show especially for Thistlewit [Juno Temple] who has a big hairstyle full of long free-flowing curls that hang on her shoulders and a complicated hat made out of different sunflower petals. These long hair curls were interwoven through the different petals of her hat and were dynamic and moving around as she was flying.  It was one of the more complicated hair styles we had ever had to do at DD.  We had to do a lot of custom work on our custom hair grooming system in order to be able to build this hair style.  It was one of the few hair styles where we had to go back and figure out how a hairdresser would build up a hair style, what are all of the different layers of hair that go into building a hair style and giving it the correct volume and bounce.   All of these fine stray and flyaway hairs and everything else that would go along with it in order to build a realistic hair style.”  The hair needed to be lighted properly.  “We had to do a lot of work on the way the hair looks, and the way hair scatters light not through individual hairs but through curls and clumps of curls.  In the end we had to match the hairstyles of the actors which were extremely complicated.  Besides Thistlewit having a gigantic hair style, her wardrobe was made up of lots of different layers of hair and fur.  Thistlewit’s bodice was made up of hairy thistles, and her skirt was made up of dandelion puffs with grassy layers in there too.


“Angelina did a lot of her own stunts over blue screen on a rig,” starts Kelly Port.   “We would sometimes decide it was easier to replace a portion or all of her body versus painting out the rig because it was easier.  Typically if we were to replace a section of her we would typically keep her head, hair and part of her neck at least. Angelina had quite a few different costumes on the show so some of them were easier.  Tighter fitting ones were easier to find seam lines where we could blend in the digital double onto her live-action costume. Some of them were more difficult as they had multiple layers of sheer silky fabric that was transparent or semi-transparent and reflective.”  Darren Hendler remarks, “The sleeves were two feet longer than her arm and were constantly wrapping around all of the rigs which we had to paint out or replace entirely digitally.”  Costumes were not scanned.  “We have better tools to deal with those difficult kinds of simulations.  We had material of Angelina in these wardrobes and could do side by side comparisons and match it.  We are to do a side by side of her landing and make sure that our wardrobe was doing the same thing the real wardrobe was doing.  What generally happens is we match the real wardrobe and as we get into different shots it tends to be a lot of art direction on what we want the wardrobe to do.  How you want it to blow and specific shapes we were looking for.”


Essential to the character of Maleficent are her wings.  “There are three situations,” explains Kelly Port.  “She is either flying as a digital double or as a live-action stunt or she is standing around talking or walking.  For all of those cases the attachment point of her body was always the same which was the middle of her back.  One of the things which were a challenge especially for the live-action part of it was with the rigs themselves.   With the pivot points being around the waist area we had to revise the animation or offset the photography to the extent that it made it look like that pivot point was at a different place.”  Individual feathers were modelled.   “We discovered quite early on that displacement or bump maps wouldn’t cut it.”  Hendler states, “We wanted to make it feel like that each feather was individual so much so that sometimes each of these tiny feathers was rippling against each other in the wind.” YouTube was referenced doing the research.   “We have a lot of in-house reference material that we used too.  We also find ourselves pushing even further than what a real wind would do to sell something.  Real eagle feathers don’t move quite as much as we had them moving.  But it is nice to give it an extra sense of life to make it more dynamic.”  CG volumetric clouds appear in the sky.  “Clouds don’t begin here and end there; they become fine and wispy.   We were able to generate proxy geometry that shows the animation team how a cloud was moving through the clouds.  We took all of that animation back into Houdini, render it out to see what is going and where the character is interacting with the clouds.  With Houdini we ran simulations on those different sections where there was interaction to add a dynamic feel with clouds wrapping around Maleficent and her blowing a hole as she flies through them.”


MAL-Trailer_ScreenShot_v.1.2_R“There is one big sequence where we reveal Maleficent as Angelina Jolie [Girl, Interrupted] for the first time,” states Darren Hendler.  “A lot of that shot is complicated because there are all CG clouds, water, rain, trees, foliage, and vegetation.  There were four or five different teams working on these environments to bring all of the pieces together. It is easy building a tree and rock.  It’s easy doing some water and clouds.  But when you have to bring all of those different pieces together from all different software and teams, the integration of everything is what gets difficult.”  The scene is mostly CG. “It was all native stereo so it becomes difficult to use any type of element other than in the deepest background.”  Furthering the difficulty of scene was the amount of sharing of required between Digital Domain and MPC.  “We had to integrate MPC’s characters into our water.  MPC did the initial round and we previs what the shot would look like.  We did that and what the camera work would look like.  We supplied that to MPC and MPC then did the animation for the Carriage Faeries. They handed that animation back to us as per frame geometry limbic files.  We started to do all of our water simulations with their animation and they handed us back stereo renders of their Carriage Faeries in this environment matching lighting cues that we had given them.  Through various projections and deep compositing techniques we were able to integrate their animation and rendered characters into our entire scene with dynamic effects elements in there.”


RD0126_final_six_pub4k_v001.1001“By the far the biggest and complex assets were the pixies,” states Kelly Port. “Finding that cute pixie quality yet still referring back to the actress was a time consuming design process plus the complexity of their wardrobes, the photo-real nature of their skin, eyes, and hair, and the simulations.  Improving upon our existing technology of facial capture and animation rigs resulted in a huge step forward in terms of ease of use from an animator’s perspective with the facial animation rigs which are enormously complex.”  3000 different face shapes need to be created.  “Imagine that kind of complexity running in real-time from an animator’s perspective and on top of that we were able to introduce some relatively novel technologies in terms of getting the animators to see some of the finer details, wrinkles and displacements.  This is a level of detail that animators don’t typically see until they get real renders.”  Darren Hendler reveals, “The other area we realized was lacking in a lot of photo-real human or photo character work is mapping out how the face is a changing colour and texture as the face goes through all of the different shapes. We were fortunate to do some analysis with our actors and map out the way their blood was moving in their faces as they were going through all of these different expressions.  We were pleasantly surprised as to how much life it brought to the characters’ faces and added an extra element to help to make them feel more realistic which is something we hadn’t had a chance to do on other shows in the past.” A particular cinematic moment stands out. “Early in the film the young Maleficent meets up with the flower pixies for the first time and that ended up being quite a nice little scene,” remarks Port.  “It looks great.  It’s outdoors.  It’s in a beautiful MPC created environment.  It was a nice shared shot.  We ended up doing the sequence which was introduced quite late into the project.  At that point we had figured out all of our challenges and we were running fast so it ended up being a pleasant surprise and went quickly.”


043_BB_0120_V009_FR0068“It was a very hands-on process,” states The Third Floor Previs Supervisor Mark Nelson.  “We had daily meetings with Carey and Robert, and often got spontaneous feedback as well.  With a team on site at Pinewood Studios and a team at The Third Floor’s London studio in the UK, we were set up right with production and that provided a lot of continuity for our collaboration with all parties.”  The previs served a couple of purposes.  “The first goal was enabling Rob to try out different variations and plan sequences before he shot them; he enjoyed having the opportunity to explore various approaches, especially from a story standpoint.  The second main purpose was supporting Carey Villegas and visual effects, providing a representation through previs for what VFX shots would consist of and what the requirements might be. Based on the previs, the visual effects team could give additional notes and ask for alternate shots if needed.”  Nelson remarks, “In general, our team was building CG sets in the virtual world to complete the previs. It was up to the art directors and others to decide, partially based on the previs, what they would physically build and what would be CG for the final product.  We worked closely with the Art Department using their designs and as well as concept art from Rob and production designer Dylan Cole to create CG environments for the previs.  We helped with some of the techvis required for set extensions during the Great Hall shoot to add the CG ceiling.”

Image converted using ifftoany

Image converted using ifftoany“With his experience as an Oscar-winning production designer, Rob is extremely visual and was very specific with looks for the shots,” states Mark Nelson.  “To get as close to his ideas as possible we projected matte paintings that he or Dylan had developed directly into our 3D previs environments. It gave our work a unique polish, and provided a closer representation to what the final shots would look like.”  Extensive previs was produced.   “We prevised about an hour’s worth of the film: 1200 shots in 30 sequences. The two main battles were key for us as they went through the highest number of alterations.  As previs artists it’s our job to incorporate changes and turn around alternate versions to let the filmmakers find the best choice.  We also created technical previs, or techvis, as needed.  There were a couple of challenging shots like the scene where Maleficent levitates Aurora where motion-control was being used.  We collaborated with visual effects and production to determine some of the on-set logistics and cameras that would be needed to pull things off.”  Postvis was also required.  “We postvised over 100 shots on nearly 50 sequences both during the shoot and afterwards to help editorial prep for studio screenings and VFX turnover.”  Nelson remarks, “With previs, the main goal is to generally quick turnaround to get an idea of the shots in motion. Yet we still strove for the highest quality possible within restraints and we added detail on some shots, especially those featuring the dragon or Maleficent wings, to give a sense how the final might look.”


127_ae_2125_v0002_fr0345“We had regular meetings with Film Editor Richard Pearson to discuss sequences prior to shooting and during postvis he often requested additional previs shots to cut into the edits and helped to compile pick-up shot lists,” remarks Mark Nelson.  “We also provided him with postvis and CG placeholder elements.  Both Rob and Dylan gave us concept art that our artists used as layers and backgrounds throughout postvis.  We attended production meetings where the previs was shown during shot prep sessions.  Departments would often request specific techvis and camera info based on the previs shots.”  The work was divided between The Third Floor facilities located in London and Los Angeles.  One particular technical challenge was the Aurora floating shots. Once the previs was approved, we produced techvis to assist with the motion control shots. The idea was to have Elle Fanning [Super 8] lying in a body cast rig and then shoot her with a high-speed Phantom camera while the rig turned. At 24 frames-per-second playback, she would seem to be moving at slow motion, floating under Maleficent’s spell.  We took our previs with the previs character moving, and transferred that motion into the previs camera in such a way that only the previs character [and later the real actress] was rotating. Then the movement information on our previs camera was transferred to the motion control rig.”  Nelson adds, “Working with Robert Stromberg and being part of his directorial debut was amazing; he’s such an amazing artist and person – inspiring and a pleasure to work with everyday.  It was exciting collaborating with all of the talented people around the production, Dylan Cole, Carey Villegas and our crews from The Third Floor London and L.A..”



bc2775_iho_comp_v0002_grd02.1088“97 per cent of every take that was photographed we knew as a visual effects shot going in,” states Carey Villegas.  “You don’t use all of those takes but the sheer amount of work on a film like this is always the daunting challenge. That was the number one thing.  How are you going to finish this?  Then you go into the various effects and try to break it down into bite size chunks that make sense.  One of the big challenges for me was that we were creating digital versions of all of these characters.”  There was no room for correcting mistakes digitally in the scene where Maleficent puts Aurora to sleep.  “Our vision for that was undulating underwater slow-motion levitating effect.  I was concerned about having a digital Elle Fanning in close proximity.  We decided to do that practically and created a body mould for Elle who was mounted to a motion base with a huge fan underneath which was on a rotator and shot at 600 frames per second.  If her body was rotating 90 degrees over the course of a second or two we had to manipulate and move her 25 times faster than real time in order to get that slow-motion to be the right speed on film at 600 frames per second.  That meant putting Elle through some jarring motions and she’s suspend literally 25 feet in the air. We had to put some scaffolding into place and had her lay up there as the costume people dressed her.  By the time Elle was dressed and the scaffolding was pulled away we literally had 10 minutes to shoot and get her down from that.”



“How do you create a dragon again that is interesting and different?” asks Carey Villegas.  “You try to take advantage of the story points and the environment that the battle has to take place in.  In the case of the dragon we wanted to make sure that it looked huge in the space of the Throne Room where the bulk of the sequence would take place.  In terms of the beginning battle of the film where you have Maleficent coming out with the Moorland Faeries and fighting King Henry’s army who are trying to takeover the moors that was inspired by Robert’s character design.  Robert was out doing some gardening and ended up pulling weed and this huge root structure came out of the ground with what seemed to be a small surface plant; he looked at it and said, ‘That could be a cool idea for a character.’  That’s what inspired Robert in creating these faeries that came out of the ground and unearth themselves; they have big chunks of dirt and things stuck between their roots like structure.”  The battle in the Great Hall with the dragon was a pleasant surprise.  “It was interesting to see that sequence come together with the raw photography prior to the visual effects and watch it after the fact. It was amazing the difference.”


MALEFICENT“I didn’t walk into this feeling that I needed to teach somebody how to act,” notes Robert Stromberg.  “My job is to get the performances, look at the overall feel of the film and the scenes themselves.   As a director of a big film you not only have to have your eye on the technical ball but also on the performances.”  Angelina Jolie was already attached to the project.  “She’s been engaged with doing this character for a long time and for a good reason.  Most people agree that Angelina is the perfect actress to play this part.  It’s not just the way she looks.  It’s her attitude and personality.  Angelina can be this dark character when she wants to be in real life and she can quickly change into a loving mother and family oriented.”  Jolie embraced the role.   “To have Angelina enter for the first time in costume and several hundred extras all dressed and to see that come to life in person was awe inspiring.”  Stromberg notes, “Working with Elle was a pleasant surprise.  I still can’t understand how someone who is that young has such a grasp on the universe and was a joy to be around; she is all wise and happy.”  Fanning represents light while Jolie portrays darkness.   “That’s what I love about the heart of the story without going into too much; it’s about two opposite entities that come together.”


MALEFICENT“I was thrilled to work with the sound design team at Skywalker,” states Robert Stromberg.  “We sat down and went through the entire film because we have a lot of strange characters and creatures.  We wanted an organic quality to it.  Timothy Nielsen [John Carter] went off and came back with a whole slew of what the creatures might sound like and the ambience of the worlds.  I’ve followed film music my entire life and my brother William is a composer.   The musical score is what brings a film to the emotional finish line.  I wanted James Newton Howard [Snowpiercer] from the beginning.   I tracked the previs and the director’s cut with his music from other films.  When James finally signed on to do the film I was thrilled; he emotionally heightened the Maleficent with what felt like a classic film score.”  The rookie director received good advice.  “Someone once told me before I started, ‘Be ready for everything. It may feel like you’re in the middle of a hurricane.’  That’s what it feels like.  There are technical and financial issues, and all of these other things.  It’s wrapping your arms around all of the elements and trying to keep them together.  The biggest challenge right off the bat was that we only had four months from the time I got the job to the first day of shooting to completely design the sets and the world.”  Reflecting on the time spent making Maleficent, Stromberg remarks, “It’s new for me as a first time director to spend two years with hundreds of thousands of great people who are all aiming for the same target.  You get to the finish line and hope that you’ve done everything you can.  It feels like raising a child and sending it off into the world. It was a fantastic opportunity.  We creatively did things that will not only respect a Disney classic but [audience members will be able to] enjoy a new retelling of the story.”

Robert Stromberg and Elle Fanning

 Sleeping Beauty and Maleficent images © 2014 Disney.  All rights reserved.  Courtesy of Disney, MPC, Digital Domain, and The Third Floor.

Many thanks to Robert Stromberg, Carey Villegas, Seth Maury, Kelly Port, Darren Hendler and Mark Nelson. 

To learn more visit the official websites for Maleficent, MPC, Digital Domain and The Third Floor.

Trevor Hogg is a freelance video editor and writer who currently resides in Canada.

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