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A CG Cast of Thousands

November 22, 2002 – Dexter Jettster

By now, audiences around the world look at Yoda a little differently. His extremely kinetic and crowd-pleasing battle moves became the must-see cinematic moment of the season, and the little Jedi Master made magazine covers in dozens of languages. Animation Director Rob Coleman has spoken at length about the artistry, acting craft and technical wizardry that went into making a completely digital Yoda a reality, but there was much more to his workload than just Yoda.

“We did about 70 minutes of animation on the movie,” says Coleman. “That’s 10 minutes more than we did on Episode I.” That animation was spread over dozens of characters, aliens, creatures, machines, droids, clones, Jedi, and stunt duplicates, representing a full cast for the animation unit.

The animation on Episode II began in January of 2001. With the shorter schedule and increased volume and complexity of shots, Coleman upped the size of his team from 45 animators for The Phantom Menace to 60 for Attack of the Clones. Serving under Coleman were two animation supervisors, Chris Armstrong and Hal Hickel. Even though Episode II was entirely digital, Coleman used the traditional benchmark of “feet per week” to record their workload requirements. “We had six feet per week, which is 96 frames per animator per week, to get this movie done.”

As happened with Episode I, a supporting character quickly grew to become an animator-favorite, due to his design and the strength of the vocal performance. Watto held that favored position for Episode I. For Episode II, it was another alien vendor-type: the diner proprietor, Dexter Jettster.

“For both Watto and Dexter, they had fabulous voice actors,” notes Coleman. “Animators always key in on that first. They hear the voice and they get excited because they can imagine the possibilities of what the characters might do and what facial expressions they might have.”

Actor Ronald Falk provided the voice of Dexter on-set during principal photography in Australia. He also stood-in for Dexter during shooting, delivering dialogue and providing an eyeline and performance reference to help fuel Ewan McGregor’s imagination for the takes when he’d be absent, and McGregor would be acting to thin-air. Unlike Ahmed Best, who would wear elaborate wardrobe to approximate the finished Jar Jar during shooting, Falk wore non-descript everyday street clothes, though a painted Dex maquette was present for reference purposes.

Coleman carefully observed the shooting that day, and the interaction between Falk and McGregor. “Ewan obviously had a connection with this actor right away, because there was an energy in that room when they were doing that scene that I really wanted to bring into the animation. I showed those rehearsals to the animators, and right away they were off and running.”

Coleman stresses to his animators the need to get inside the heads of the characters, and to provide visible glimpses of thought process and history in their CG faces. Dexter’s wide and expressive countenance, his body language, and the rich voice say a lot about where he comes from, without really saying any facts.

“We talk about where this character has been five minutes, an hour, a week or a year before we come into that diner,” Coleman says, explaining the process. “From reading the script, it’s very clear that Obi-Wan and Dexter are old friends who have not seen each other for a long time. When you turn over a sequence to a bunch of animators, that’s the first thing you talk about. We have two old friends who have a lot of history together, who don’t need to go over all that history, but the audience needs to feel right away that these are old chums.”

The huge hug that Dexter gives Obi-Wan is the largest clue to their history, and required extensive work from Coleman’s animators. To properly depict the crush of fabric as Dex’s massive hands envelop Obi-Wan, Ewan McGregor’s body was entirely replaced by a computer-generated duplicate. Only McGregor’s head remained, attached to a CG body dressed in digital Jedi robes.

“I’m always working with George [Lucas] to capture moments when we can connect the animation, with the live action, because we believe that sells it to the audience,” explains Coleman. “We’re telling the story, but we’re also fighting your subconscious. We’re trying to make sure your subconscious isn’t saying, ‘not real, couldn’t happen…’ and this was one of those moments where we could really make this work.”

Aside from the hug, there were other, more subtle indicators. “There’s also the smiles between them, the interchange, the poking fun. Dex kind of teases Obi-Wan and the fact that he’s had to go to the Jedi analysis droids who couldn’t help him out. It’s a lovely interchange between them.”

The animation unit has two main methods when animating the body motion of a humanoid character. Motion capture involves using real, human performers wearing tracking markers on strategic points on their body. They are then recorded performing the necessary motions, and the markers provide data that the animators can then apply to a digital model, duplicating the motions. The other method is more akin to traditional hand-drawn animation, called key-frame animation. In this approach, the animator determines the major positions the character will undergo in a shot, and the computer will move the model to fit those positions. Each method has its own strengths — motion capture saves a lot of guesswork, but cannot always duplicate the more extreme or dangerous moves required. Key-frame animation is more work intensive, being built from scratch, but allows a greater range of motion and more flexibility.

Dexter was key-frame animated using SoftImage to move the character around, and proprietary software for subtle facial details. “The fun bit about Dexter is that big airbag in his neck that we were able to inflate and deflate. We use in-house software called Caricature, or Cari, to handle that. All the character work you see uses Cari for the facial work, what I call the soft tissue work,” says Coleman.

“We were always trying to figure out what he should be doing with those four arms,” he notes. “There’s that shot where we come around to his backside, and you see the other arm is hiking up his pants because they’re sliding down. That came about because we were trying to figure out what do with all these other arms.” Showing that little improvised move to Lucas met with approval, and it made the final, though not before the crucial “wedgie vs. droopy pants” debate was settled.

Kaminoans & Geonosians

Inhabiting the stilt-like structures of Tipoca City are serene and gentle aliens responsible for creating one of the most destructive military forces in galactic history. How does one get inside the head of a Kaminoan?

“We talked about where they were centered emotionally,” recounts Coleman. “From the script to the scene, there’s an ambivalence in whether these are good people or bad people. I wanted the animators to be thinking about that, so these characters were amoral but they weren’t necessarily bad.”

George Lucas used the phrase “creatures of love and light” when describing the Kaminoans to actress Rena Owen, the voice of Taun We. That gentleness was mixed with a harsh sterility in their surroundings. “They were in control of their environment,” notes Coleman. “We wanted to give them a different kind of movement in contrast to Obi-Wan. They moved very slowly and there was a fluid movement to their hands and to their arms so they looked very otherworldly, adding in arm flourishes and hand flourishes, somewhat like Tai Chi, so that when a characters stops and walks, there’s an extra sort of follow-through.”

While on set, Rob Coleman helped coach the actors playing the Kaminoans. “I remember specifically working with Rena Owen (Taun We) and talking to her about taking long, graceful strides. The timing and pacing of her actions helped Ewan McGregor know exactly how fast he should be walking. He changed his pace to match the Kaminoans, so it was important for her to do that.”

Also graceful is the flow of their delicate clothing, which was realized through computer-generated cloth simulation that further helped ground the Kaminoans in reality. “Their clothing is different from most of the other characters in the film — very thin, very silky, very diaphanous. You actually see it blow in the wind and you see it move and shake. If those didn’t look real then the audience would be pulled out of the scene. The clothing team did a fabulous job on them.”

The Kaminoan’s reality was further strengthened by their understated facial performances and lip-sync. While noisome, gregarious characters like Watto and Dexter have a broad range of performance, the delicate Taun We required more subtle nuances. Though Rena Owen and Anthony Phelan’s voice performance did provide important cues, it was the animators themselves that served as reference models when animating the characters.

A standard tool of any animator is a small mirror to study his or her own features in action. Some even go as far as to video record themselves doing a given action, and then digitize that performance, keeping it as a handy reference when animating.

“Taun We was probably one of the most challenging characters for the team to wrap our heads around,” reveals Coleman, “Because you have this extremely long neck, this tiny little mouth, and this voice, and for me if the voice doesn’t feel like it’s coming out the character, then the audience isn’t going to make any connection. We went back and forth specifically on this sequence. Ben Burtt and his team of sound folks at Skywalker Ranch played with Rena Owen’s voice. Her voice is actually quite deeper than Taun We’s — it has been pitch-phased up, and I think it’s successful now coming out of this character.”

With Episode I under the collective belts of the animation team, they are able to concentrate on such nuances. “We’re certainly thinking about breathing, pauses, and eye-movement much more than we were in Episode I,” explains Coleman. “A lot of Episode I, to be truthful now, was freaking out over how everything was going to get done and worrying about technical issues. I was actually able to get into the acting and performance and movement of these characters much more in this film.”

Getting inside the heads of the Geonosians isn’t much of a task, since Rob Coleman describes that, “there’s not much going in there.” Still, there is a defining characteristic that becomes a foundation in performance: cowardice.

“Especially the workers, the non-winged ones,” elaborates Coleman. “They’re cowards and they’re motivated by food and work; that’s about it. When we first meet them in that sleeping chamber, the ones who are attacking do so mostly because they’ve just fallen into the fray, and the rest of them are all running away.”

Providing inspiration for the scattering insectoids were real world creepy cousins: cockroaches and termites. Designs developed by the Art Department strongly established this concept, with strangely flowing organic architecture that looks more secreted than constructed. These shapes led to difficulties when tackling the crowd scenes, since the randomly curved surface of the Geonosian execution arena were much more troublesome than the clearly delineated rows of Episode I’s Podrace arena.

The technical directors properly grounded the Geonosians in their arena rows, and the animators developed a library of actions to be repeated by the background bugs. “The crowd crew is working on specific actions — jumping, cheering, flying, walking, running, looking at their neighbor, and pointing. These libraries are then sent to the technical directors who use particle systems to place all of these characters on these undulating, very organic backgrounds, tacking them into that world.”

The insectoid droid builders share a design pedigree with Episode I’s battle droids. The elongated snout of the Geonosian is meant to suggest that they created the gawky combat droids in their image. The battle droids of Episode I were motion-captured, though, whereas the Geonosians were key-frame animated.

“We figured that they were made in the image of their maker but didn’t move like the maker,” Coleman notes. “The battle droids are more humanoid and walked more upright than the Geonosians who are more bug-like. The Geonosians have a thorax and a tail section on them, and they also have a double-jointed leg. The battle droids have a regular human upper leg, knee and the lower leg, so they couldn’t actually walk the same way.”

When the full-scale Jedi battle erupts in the arena, the Geonosians display their true colors. “Even the winged warriors scatter once the Jedi show up. There were very few brave ones. I think George sort of said five percent of them would actually fight, and 95 would flee. That gave us that nice sequence when the Jedi arrive and you get all the flying Geonosians taking off, and the scurrying ones disappearing down all the holes.”

Poggle the Lesser & Arena Creatures

Standing apart from the single-minded simpletons is the leader of the Geonosians, Poggle the Lesser, who features a unique design with its own unique challenges. “Poggle falls into the same kind of classification that all of George’s leaders of species share, where they don’t really look like the species that they’re part of — Boss Nass of the Gungans would be my other example,” jokes Coleman.

The size of Poggle’s role waxed and waned throughout production, at one point almost having all of his dialogue cut entirely. Poggle’s alien speech was a big question mark for the animation crew for months. It wasn’t until a month and a half prior to final deadline that the Geonosian War Room scene was added, and Poggle was given some important lines to deliver.

“I didn’t hear that voice until about six weeks prior to the end of the show,” specifies Coleman. “Ben Burtt had developed that right at the very end. Up until that time, we had been using backwards English to animate for Poggle. I did have a huge concern over lip sync, but George wasn’t worried. Luckily, I got the sound in time, and we went in and synced everything up.”

Poggle was key-frame animated, with physics simulation incorporated for the shake of his beard-like growths, bug-shaped lapel pins, and bracelets.

The trio of ravenous arena creatures may be a hero’s nightmare, but they’re also an animator’s dream. “They were clamoring to get them,” smiles Coleman. “Saying things like, ‘Please give me this scene. I really know how to handle that one!'”

Sue Campbell was the lead animator of the sequence, working with a number of animators for five months in making the arena scenes come to life. “Big creatures are always difficult because you’ve got to find the right balance of how quickly does George want them to move, and how quickly could they really move if they were that big and massive,” says Coleman.

All three creatures had some sort of real world counterpart to offer inspiration. The anatomy of the acklay was reminiscent of a crab, while the reek has bison and bull roots. “The nexu, or the bad kitty as we called her, was the difficult one, because she’s half-crocodile, half-cougar. She was the one all the animators wanted.”

Similar physics simulation that rendered the motion of clothing was employed to create muscle and flesh jiggle, particularly on the acklay and the reek. Such simulation was also necessary for the chain that Anakin wraps around the reek’s horn. It fell to the technical directors to add in such essential elements as interactive light and dust hits.

Fans of classic fantasy films may have spotted a familiar frame during the arena battle. “I’m in this business because of Ray Harryhausen’s work,” says Coleman. “When I could find a moment to pay on homage to Ray, I went for it. When it came time to do the fight between Obi-Wan and the acklay, and the acklay rears up, it just seemed to sing out to me the scene from Mysterious Island when the big crab is fighting the guys on the beach.” With Lucas’ approval, Coleman recreated a similar shot, though with the frame-direction reversed, as a tribute to Harryhausen’s masterful pioneering efforts in combining creatures and live action, a tradition that proudly continues at ILM.

Droids & Clones

The animation unit didn’t only handle organic characters. They were tasked with animating all manner of droids and machines, bringing the computer-generated mechanisms to artificial life.
The two most famous examples of droids are R2-D2 and C-3PO. For most of the film, they are shot practically — a remote control Artoo-Detoo and actor Anthony Daniels in the Threepio suit. There were a number of shots, however, where it was necessary to render them as digital characters.

The computer-generated Artoo was handled entirely by a single animator, Billy Brooks, who was part of the ILM’s “Rebel Unit,” an independent team that uses consumer-level Macintosh computers. Coleman oversaw his work on a few Artoo shots, most notably when Artoo is climbing some stairs on Naboo and when he’s flying about the droid factory. “They wanted to get my input on timing and weight and such,” he explains. “It worked out great. We even fooled George in a couple of shots; he thought it was a real Artoo and it ended up being CG Artoo.”

With Threepio, a CG duplicate was required when the droid had to perform an action far beyond the range of Anthony Daniels’ suit-hampered mobility. “George likes to cut arms and heads off,” laughs Coleman, remarking on a common injury suffered by characters in the films. “He said it’s an ongoing sub-theme in his movie, Threepio getting mutilated and put back together again.”

Since it would be far too dangerous to throw Anthony Daniels around a conveyer belt, or impractical to decapitate an actor, the CG stand-in was employed. But even an act as simple as sitting down required a digital assist. “Because of the logistics of the suit, Anthony can never sit down,” explains Coleman. “When Threepio walks onto the Naboo ship just before they take off with Anakin and Padmé, he’s all digital when he sits down. Also, there’s a scene in the big arena sequence at the end when he sits back up again. Anthony could never do that. He wore a black body suit on the bottom, and he was wearing the upper torso of the suit. He was lifted up with the help of a bar in his back, and we added in digital legs.”

In addition to the lovable droid duo, Coleman’s animators unleashed a new kind of combative automaton, the Separatists’ super battle droid. Though the burly machines were devoid of personality, the animators established a range of motion that denotes a sense of character. “It’s a machine that will keep coming at you and shooting at you much like a Terminator would. There’s a right way and a wrong way to move a super battle droid,” says Coleman. “We spent time figuring out how it walked, how it ran, how it shot and how it reacted when it was fired at.”

Coleman decided early on that the super battle droids would be key-frame animated, a departure from the motion-captured regular battle droids seen in Episode I. The reasoning behind this was to set them apart from the opposing forces. “I wanted them to look different than the clones. I always wanted to get opposing actions. In Episode I, the droids were mostly motion-captured and the Gungans were predominantly key-frame animated. I always try to get a different feel to the characters, so the audience gets a different feel in the movement,” he explains.

Added to animation team’s considerable workload were such non-characters as the machinery found in the droid factory and some of the vehicles in the Clone War battle. “The rule of thumb used to be if it had a mouth and eyes I would handle it,” says Coleman. “But then, that didn’t happen to work out for the battle droids in The Phantom Menace. Then I said, well if it has a head then I’ll supervise it. That sort of went to the wayside as well, when we got into the droid factory.”

As Coleman explains, animating non-living machinery benefits from the scrutiny and skills of animator who is well versed in understanding movement and weight. “How long does it take for a leg to come down and crush the ground? How long does it take for a welder-head to weld something and then zip out of the way? Animators, from years of working on characters, have the sensibility and talents to answer those questions.” Animation Supervisor Hal Hickel ended up overseeing the animation of the entire droid factory sequence.

The Clone War battle featured dangerous machinery of a different type: the lumbering vehicles that predate the famous AT-AT walkers seen in Episode V. “We felt that Phil Tippett and his team on Empire had really set the bar with the Battle of Hoth. We know that Attack of the Clones comes before that, so we wanted our clone walkers to be reminiscent in terms of the motion that we saw in Empire, but also be different.” Animator Scott Benza carefully examined the stop motion techniques used on the AT-AT models, applying that knowledge to the six-legged AT-TE walkers of Episode II. “One of my animators, Tom St. Amand, actually worked on the walkers in Empire, so it was a nice continuity between the original trilogy and this trilogy.”

“I had the opportunity of meeting someone from the 501st, the fan group that creates these great stormtrooper costumes, in New York before Episode II came out,” says Coleman. “They were asking who we got to be the clone troopers, and when could they see a suit of armor as part of a museum display. I was sworn to secrecy, so I just said, ‘well, they’re not the guys you think they’d be.'”

Coleman’s caginess was due to the fact that there was not a single suit of clone trooper armor built for Episode II. Every single combat-ready clone seen in the movie was computer-generated. “Even the shots where there’s a clone trooper standing in the dark behind Obi-Wan and Anakin inside the Republic gunships. That’s a digital clone that has been motion captured and animated and put in there,” reveals Coleman.

To verse themselves in the body language of clone troopers, the animators carefully examined footage of the stormtroopers of the original trilogy. “Although they were soldiers, they weren’t exactly the most trained soldiers in the world,” discovered Coleman. “They weren’t exactly the snap-to-attention type of soldiers. They were almost casual. I wanted to distill for myself what was the type of action and movement that these guys could do and would do in the film.”

 

Jeff Light, Motion Capture Supervisor, also studied every shot of stormtroopers in the original trilogy. “He came up with a short-hand for us for the kind of movement that we wanted. Then, we subjected various animators to becoming clone troopers and captured their movement and applied them to the digital model,” says Coleman.

The clone troopers were predominantly motion captured. For scenes too dangerous to subject a motion capture performer to, the clones were instead key frame animated. “Motion capture made sense since we knew there were human beings inside a suit,” says Coleman. “That data is then sent over to the animation res-model of the clone trooper, and then that gets funneled off to a variety of different paint-scheme clone troopers. There were four different colored commanders, and a variety of other white ones that were all scuffed in different ways. There are a number of different paint versions but they’re clones so they’re supposed to be exactly the same model.”

For a closer look at the amazing work of the ILM animators, be sure to check out the documentary “From Puppets to Pixels: Digital Characters in Episode II,” found only as supplemental material in the Attack of the Clones DVD set.