A Pretty Peter Pan

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Constructing a Storybook Look


Director P.J. Hogan (bottom) collaborated with DP Donald McAlpineand the visual effects teams to bring dramatic shifts in color rangeand tone to Peter Pan.

When director/writer P.J. Hogan's five-year-long obsession withmaking Universal's Peter Pan into a faithful representation ofJ.M. Barrie's classic story began, the first problem was how tovisually represent the famous storybook world on the big screen in aunique way. This question led Hogan on a research project to helpcommunicate the look of the film to his collaborators long beforepreproduction began.

“While still working on the screenplay, I started to put theseimages together,” Hogan explains. “I did all sorts ofresearch, not only of J.M. Barrie's original play and other things hewrote, but of the painters of Barrie's time. I went around looking atthe same paintings that Barrie would have seen during his era as aplaywright. That drew me to guys like [John William] Waterhouse, Lord[Frederic] Layton, and others — the fairy painters of over 100years ago — and the other English pre-Raphaelite painters. Thesewere paintings of mythologies and legend, with rich colors rendereddramatically, offering this kind of romantic glow to their work that Iwanted to feature in this movie. I collected books and prints, madephotocopies and sketches, and put it all together in this referencebook for my collaborators. Since we had a short preproduction schedule,we couldn't storyboard every aspect of the film, or create animaticsfor everything, so this book was very useful in keeping us ontrack.”

Abandoning Reality

Hogan therefore convinced his colleagues to abandon realism in theimagery. “We wanted no reality — that was the wholepoint,” Hogan emphasizes. Thus, there was no reason to film intypical movie locations. Instead, the entire movie was filmed on eightsound stages at the Warner Roadshow Movie World Studios on the GoldCoast in Australia. There, following Hogan's edict, DP Donald McAlpine“continued stepping away from a lifetime of reality in terms oflighting.”

McAlpine had already eschewed realistic lighting in his two filmswith director Baz Luhrmann (Moulin Rouge! and Shakespeare'sRomeo + Juliet), but Pan represented a step furtherin what he calls his transition as a cinematographer.

“Having done those two films with Baz was a big help inunderstanding what I had to do with this film,” McAlpineexplains. “My whole career, I pursued the idea that you had toconvince the audience that all light was coming from a natural andobvious source, even though it was artificial light you were creatingon-stage. Moving through the two films with Baz and this film with P.J.Hogan, I had to teach myself to forget all that — to move towardthe element of the surreal, where you worry more about theresult of the light than the source of the light. Thewhole point of lighting this movie was to be abstract about where thelight and color is coming from.”


The final battle between Captain Hook and Peter Pan includes fivemajor color shifts over the course of 20 minutes.

Hogan and McAlpine both agree that Peter Pan was a gruelingshoot (18 months of production and postproduction, including 160 daysof first-unit shooting in Australia and 120 more days of second-unitwork shooting effects plates in the U.S.), made more difficult by thefact that filmmakers had just six weeks of official prep time.Challenges were unavoidable since time was so short, preventingfilmmakers from storyboarding the entire movie, and also because theproject required so much bluescreen work for the more than 900 digitaleffects shots.

Given these limitations, and because a unique color scheme was soimportant to the overall look of the film, McAlpine relied heavily onhis own reference imagery to help the dailies colorist and the effectsand digital intermediate teams. He took dozens of digital stillpictures with his Canon 1Ds camera, and then loaded them into his G4Laptop computer and used Apple's Cinema Display system to view andcolor correct key images in Photoshop before sending them to thedailies colorist each evening.

“I think the digital stills saved us many hours of timebecause while filming background plates, we could accept certain areasbelow normal lighting for the bluescreen because we could quickly testit against the colors that would be placed around it, using these stillphotos,” says McAlpine. “For instance, we would have abluescreen up against sail rigging from Captain Hook's ship on-stage.We needed to vary the light, but normally it can take many hourson-stage to change the light around. This way, instead, I could get anacceptable level very quickly without having to go through all theprecision steps normally needed in such cases. Once the effects peopleon-set said the lighting matched my photos, we knew we were OK.

“The other big advantage of using these still photos was thatthey provided excellent reference for the second, third, fourth, andfifth units we had shooting for short periods at various times. Wecould use the pictures to make sure their lighting was compatible withmine. This was important because we were shooting on eight stages— it allowed us to remain consistent.”

During the shoot, McAlpine was not sure if he would finish the filmas a digital intermediate. “I had to fight for the DI with thestudio,” he says. “As a DP, you spend much of your timefighting political and financial battles, but you can't presume you'llwin them, so you have to be prepared to go either way in a situationlike this. Four weeks before we started the DI [at EFilm, Hollywood],we still weren't sure if we would be doing it or not. My argument wasthat with a film like this, so dependent on dark mono-colors and colorshifts from shot to shot, this process would be more efficient andquicker. The studio was worried it would take us longer, but theyeventually agreed to the DI. However, for most of the production, I hadto shoot as if there was going to be no DI.”


Storybook clouds posed color challenges for the ILM effectsunit.

In particular, that meant that for the climax of the film —the final 20-minute battle between Peter Pan and Captain Hook —McAlpine had to achieve those color changes primarily in-camera. Helater got the opportunity to further manipulate the sequence at EFilmwith help from colorist Steve Scott. In the scene, the sun sets and thechanging light matches Peter Pan's mood as he battles his nemesis.

“We go through five major color changes during thatsequence,” explains McAlpine, who shot the entire movie usingPanavision anamorphic Primo lenses and Kodak Vision 2 [500 ASA] stock.“We go from the gold of the setting sun through to a pink to ared, to an absolute red, and then into a mauve sort of scheme with blueon the shadow side, and finally, to the blue of a magical night. SinceI thought we might be color-timing in the lab, I did the whole thingwith color gels. That was a very complicated sequence toshoot.”

Tinkerbell

McAlpine was also challenged with figuring out ways to film thecharacter Tinkerbell, played by actress Ludivine Sagnier.

“We hotly debated whether to do Tinkerbell all-CG,” saysHogan. “When I found Ludivine, we loved her performance, but[visual effects supervisor] Scott Farrar was hesitant, even after hesaw her initial screen test, because of what we wanted to do with thecharacter. He suggested shooting some film on her because if we endedup animating the character, we could still base it on Ludivine'sperformance. But after a couple days, Scott came to me and said that[the effects team] can't do everything she can do with her facialexpressions and overall performance, and he recommended we adopt thisapproach. An all-CG approach would have made it easier to createTinkerbell, actually. This path was harder technically, but it gave usa better performance.”


DP Donald McAlpine takes readings during production on a scenefrom Peter Pan.

The choice posed one key challenge for McAlpine: how to light thecharacter on-stage. “She's only an inch or so tall in the film,but we decided early on that we would shoot her with large props andclose shots and then let the effects people create the right overallperspective, in terms of the character's size,” says McAlpine.“But the hard part was in lighting her. The character is supposedto irradiate light — she's an actual source of illumination, withno shadow. They obviously augmented it in visual effects and thedigital intermediate, but the approach on-stage was to surround herwith a sphere of light at all times. It was flat light — wetotally circled her with diffused bounce lights, and that minimized anypossible shadow. Then, in the final stages of the digital timingprocess later, we found a great approach at EFilm that put a real capon the character, in terms of making her be a source ofluminance.”

That approach, according to Efilm's Scott, involved extensive noisereduction, using EFilm's proprietary color correction system. “Ikeyed in and isolated the character through her luminance and colorspecifically,” he explains. “I was able to grab that colorand add kind of a blooming glow onto it through the keyer. I enlargedthe key, softened it, and then brightened it to give it a glow, andthen I went in and grabbed highlights and further added glow. Then,through the key of her, and her luminance, I used a noise-reductionfilter on her, so that it was only isolated to Tinkerbell. Thatsmoothed all her skin tones and gave her a magical, smooth quality,while still maintaining the detail in her eyes and hair.”

But long before the DI phase, the ILM visual effects team, led byFarrar, was hard at work transforming the live-action plates of Sagnierin a harness on-stage into a storybook fairy. According to Farrar, thecentral effects issue was the movement of her extremities as sheflutters around, hummingbird-like, on wings. A fairy, after all,shouldn't move like a gymnast on a wire, Farrar says. Since there areabout 120 effects shots in the film involving Tinkerbell, this was acrucial issue.

“A gymnast on a harness will use his or her own legs and armsto re-weight themselves as they bend forward and backward,” saysFarrar. “But Tinkerbell flies using delicate wings, so we didn'twant her moving that way. Therefore, we had to puppeteer around herbody quite often, often replacing her legs, in particular, so that herfairy-like movement was different from a so-called ‘real’person. We had to give her the proper depth of field using what we callmicro-photography — making her appear to be photographed withlimited depth of field, as though you were photographing an insect on aflower up close, letting the lens get close to her, giving theimpression she is very small. We also changed her speed, replacingparts of her body, and mixing and matching parts of the actress with CGelements, and then doing difficult composites with the backgrounds andother characters and adding the pixie dust elements.”


Ludivine Sagnier, with ILM-built wings, as Tinkerbell. Combiningpieces of the actress with CG elements was among the production's mostcomplex tasks.

To let Tinkerbell fly, ILM animators used a tracking approach thatfollowed on the concept of “matchination” that the companyfirst used last year on Terminator 3. Matchination allowsanimators to blend real body parts with CG body parts efficiently. Thistime around ILM animators developed a tool called the“Mig-Rig” to automate the process of combining the actress'head with various CG body parts.

“The tricky part was how to seamlessly transition between a CGcharacter that is flying close to the camera and a bluescreen elementof the real actress, and still carry through all the colors and glowsand other qualities we had developed for the character,” says ILMCG supervisor Kevin Barnhill. “To that end, we used thematchination approach — placing the CG animation over the realcharacter from the bluescreen element and matching them exactly. Ouranimators would go over and lay a CG wireframe over the bluescreenelement and match them on a frame-by-frame basis — like bendingelbows, for instance. They rough-block it and then tighten the wholething up as we go along. This way, when you render the whole thing out,you can pick and choose CG legs to go with matted-in bluescreen of herhead or arms.

“The main point was to keep her face as much as possiblebecause no CG could match the actress' real facial performance, andyet, still free up her body to fly in a unique way. It would have beenmore tedious in the past, but now we can nail this approach and blockit earlier in the process, making it a bit less tedious.”

Barnhill adds that Tinkerbell was “an unusuallycomposite-intensive creature” because she is, herself, a sourceof light. “Our compositing supervisor, Jon Alexander, wanted tobe able to quickly make changes, so we decided to create lots of endlayers to give him compositing flexibility,” says Barnhill.“To render those elements and then change colors and re-renderwould have been very expensive and time consuming, so we decided tomake those color choices in the composite. That way, we could wrap herin light a little more, intensifying the glow around her and so on,depending on the color palette of the background she was involvedwith.”

Tinkerbell's wings and pixie dust also threw unique challenges atthe animation team, according to Barnhill. “P.J. Hogan wanted herwings to be more magical than what we had originally, and he mentioneddragonflies as the sort of reference he wanted,” says Barnhill.“Based on that notion, we came up with an iridescent shader thatwould permit us to give the wings a rainbow quality. We used view-paintmaps to paint in and out different textures until we got the rightcombination. This gave us a cell structure on the wings that would giveoff the look of bright, flickering lights when she moved her wings inflight.”


Another example of "dark mono-colors," in the words of DP DonaldMcAlpine, used extensively in Peter Pan.

Building Tinkerbell's pixie dust was yet another challenge.“[ILM] knew early on that we would use Maya Particles forthis,” Barnhill says, “but we needed to give the dust a newtwist since other people had done it before in previous versions of thecharacter.” What filmmakers wanted, according to Barnhill, was tomake the pixie dust interact with its environment and withTinkerbell.

“One advantage of this approach was it helped us trackTinkerbell in space — when she moves fast, you can lose her inthe frame, but the dust gives us a nice path of action to followher,” explains Barnhill. “We wanted the dust to have avolumetric feel, giving a sense of occlusion — as though objectswould get immersed in the dust, which had a sense of volume.”

Effects Issues

Tinkerbell is but one example of the effects challenges posed by“this huge art project,” as Farrar refers to the movie. Toget all 900-plus shots together in time, Farrar supervised 500-plusshots at ILM and farmed the bulk of the rest out to Digital Domain andSony Imageworks, with a handful of digital matte paintings coming fromRiot, Santa Monica, as well. For almost all of this work — fluffy“tearing” clouds that the children fly through and sit on;an outer space scene on the way to Neverland; a CG crocodile; painterlywide shots of London; Neverland; Hook's flying ship; a living shadow;and dozens of shots of children flying — the topic of color keptcropping up, according to Farrar.

“This is not a safe film in terms of color,” heexplains. “This is more audacious than comic book or cartoonlooks because it departs from the normal palette of colors. In thiscase, we were challenged technically by constant color shifts. Iliterally had color teams assigned to keep track of different colors onsequences. Like the color pink — Tinkerbell essentially consistsof multiple layers of colors that change constantly, depending on thebackground. In 24 years working on movies, this is the most complicatedcolor-control film I've ever worked on.”

In particular, the clouds above Neverland and the interactionbetween those clouds and the flying children, posed color, texture, andcompositing challenges for the ILM team.

“We had a lot of discovery to do with the clouds, particularlythe first time the children arrive in Neverland and watch CaptainHook's ship from the clouds,” says Farrar. “We wanted themto jump on the clouds and play, lily-pad style. This thrust us into acolor dilemma since we wanted them to be storybook clouds, but alsorealistic enough to interact with. We finally arrived at extreme pinkand orange on one side, and extreme cyan/blue on the other side —intense colors against a cobalt blue sky. We also had to develop a lookand technique for the tearing aspect of the clouds, as some of thechildren try to hold onto the clouds as they are ripped apart bycannonballs.”

According to co-CG supervisor Steve Braggs, ILM did extensiveR&D to develop proprietary tools to help with the “rippingcloud” effect.

“A software engineer named Masi Oka wrote a plug-in for Mayacalled I-Flow that allowed us to basically represent the clouds as aseries of Maya particles, and then connect all those particles togetherwith springs,” Braggs explains. “Using that plug-in, wecould then put the cloud under tension, like when the children arehanging from the clouds. The spring capability would allow us to easilyhave the cloud stretch and stretch, before finally tearing andbreaking, while other springs in the software pulled together to createthe ripping effect. We also spent quite a bit of time working on acloud shader based on Mental Ray [rendering software] that helped usrender the clouds in a unique way.”

The digital effects unit was also charged with the creation ofdozens of extensive CG matte paintings of the colorful, cloud-filledskies and other environments. Farrar calls Peter Pan “aproject that relied heavily on digital matte paintings.”

“Since the decision was made to shoot the entire movie on asoundstage, we had to extend a lot of the scenes through digital mattepaintings to complete those scenes,” Farrar explains.“Neverland, the ocean, skies, lighting changes, the storybookLondon scenes — these all had to be added to, extended, to makethe story work.”

For this job, ILM's matte painters took advantage of another newtool created for the project — a proprietary piece of softwarecalled “Zenviro,” which Braggs calls an “interactivematte painting tool. It allows quick response and lets our artistspaint from various camera angles and geometry to more easily blendbetween different layers.”

Several sequences inspired by classical paintings required specialart direction, though. Visual effects producer Ellen Somers sent someof those shots to Riot for matte painting and compositing work,including the opening shot of the film. The shot starts from the maintitle, swoops down from a field of twinkling stars into a sea ofchimney pots, flies over snow-covered London rooftops, looks down tosee a horse and carriage on a warm, gas-lit street, tilts back upthrough a tree, and finally lands outside of Wendy Darling's nurserywindow.

Michele Moen, Riot's visual effects art director, storyboarded andart-directed the previsualization of the opening sequence. Hans Payer,using Softimage XSI, then led a small team of CG artists in creatingthe animatic, adding, among other things, a CG horse and carriage onthe miniature street.

Existing miniature buildings created by ILM were digitally modeledand used to create the animatic. Twice as many miniature buildings wereneeded to create the long journey over the rooftops required by Hogan,however. So Cinema Production Services (CPSFX), Van Nuys, Calif., usedthe animatic to lay out the two set-ups necessary to create the 19thcentury London landscape. Miniature plates shot by CPSFX were thenpassed back to Riot for compositing — a complex job since thecomposite included many different motion-control passes, includingmoonlight, interactive lighting, trees, smoke, and matte passes.

Compositing supervisor Stefano Trivelli, working on Inferno, thenpre-composited these elements, along with an 8k × 8k mattepainting of the starry night sky, clouds, and London's distant skyline,created by Moen in Photoshop, onto a 3D sphere. Riot's LawrenceLittleton, using Apple's Shake software, then combined thepre-composited layers and added final sweetening for a heightened levelof realism in the final composite.

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