By Ken McGorry
Issue: June 1, 2002

Lucasfilm declares war

In Episode II, Yoda is completely 3D, thanks to Rob Coleman and team.
MARIN COUNTY, CA - It's shot on tape. Very nice tape, but tape nonetheless. Its prototype Sony cameras were untested in battle conditions. Yet all its hero shots proclaim seamless compositing mastery. And nearly every other shot has some form of digital manipulation - there are even dramatic, eye-to-eye two-shots in which one character's performance has been replaced with a different, preferable line reading. As a true digital cinema creation, it was color corrected twice - for digital display and for traditional film out.

Its storied, veteran filmmakers speak confidently of the demise of film, both as an acquisition and as a delivery format. And director George Lucas and producer Rick McCallum even go one better. The creators of Star Wars Episode II: Attack of the Clones boldly predict the fall of the greatest entertainment empire of all - Hollywood itself - if the movie industry does not quickly react to the winds of digital change.

Three years ago, we heard producer Rick McCallum say in these pages that the making of Star Wars Episode 1 represented a clarion call to all filmmakers. Follow your dream; adopt and exploit new, democratizing technologies; only work with the Hollywood establishment when you must. But at the time such notions could seem counterintuitive in light of the gargantuan production and effects effort that Episode 1 represented.

Last month, with the release of Star Wars Episode II: Attack of the Clones, McCallum's challenge to both the Hollywood elite and the vast numbers of struggling filmmakers began to ring true. If you can produce a sprawling, effects-driven space opera, shot in five exotic locations (if you count England), using no film, and if you also can avoid the film processing chain until the very last step, well, you should be able to produce just about any film this new, digital way. And distribute and display it digitally, too.

Now McCallum also wants to enlist fans and the general moviegoing public in a grass roots Internet effort to sway both the Hollywood hierarchy and theater owners nationwide to adopt digital film distribution and projection. He says fans will quickly get hip to the fact that digital projection allows films like SW II to look and sound noticeably better, and doesn't deteriorate after a few weeks, as film stands accused of. New digital cinema techniques, he says, can easily save the movie studios $1.2 billion a year in film processing, film prints, shipping, re-shipping and the ultimate, environmentally unfriendly fate of old prints. He goes as far as to say that, if Hollywood bigs don't change their ways and embrace the higher quality display that digital film can provide, savvy users of the Internet - and many valuable sets of young eyes - will eventually work their way around corporate Hollywood, downloading their digital entertainment direct to their hard drives. McCallum sees a possible future in which an antiquated, oblivious Hollywood studio system is nibbled to death in the same way Napster aficionados have been having their way with the music industry. Meanwhile, McCallum was counting on a hoped-for total of 80 digital cinemas showing Episode II domestically and another 20 internationally to sound the battle cry signaling the eventual end of film.

Episode II has quickly gone on to prove that large audiences of pop culture consumers and hard core fans alike can embrace digital movie making, whether it's a digital or a film projection. Attack of the Clones grossed a blockbusting $116 million in the US on its opening weekend, a four-day affair that began on May 16 when Episode II debuted in an unheard-of 72 countries, dubbed into 19 languages.

Besides the drama and "biggest weekend on Earth" marketing potential that

The execution scene in the arena, featuring the horned beast Reek, was one of the last sequences finished by ILM.
a global opening could generate, McCallum stresses that Lucasfilm particularly wanted to avoid the rampant piracy and fan frustration that the trickle-down of traditional, staggered international release dates can engender.


Behind the prodigious numbers of the production's opening weekend was, of course, a major, ground-breaking post production effort. Yet McCallum speaks of the film's budget and personnel as modest. "We had only one visual effects editor," he says. "And our editor, Ben Burtt, is also our sound designer" who used Pro Tools to sketch the movie's sound design, ultimately going for big sound on the Skywalker stage.

Starting with editing the film's animatics - and making SW II is about making animatics - McCallum praises the performance of Final Cut Pro and the support Apple provided (including "downloads at 3 a.m.!")

As with "SW1, Mike Blanchard was again Lucasfilm's head of post production, working to keep the ball rolling between Lucas, McCallum, DP David Tattersall, Avid editor Ben Burtt, principal engineer Fred Meyers and the large crew at ILM, the animators, the color correction effort, virtually everybody.

The challenges began with acquisition. "It was challenging because we were pushing a digital acquisition system that could work on a major feature," Blanchard says.

Despite industry rumors that Lucas rolled traditional film for at least some shots in SW II, McCallum and company remain steadfast in their loyalty to the Sony 24p cameras they used on the shoot. "We had absolutely not a single problem with the cameras at all," McCallum says of the six Sony prototypes Lucas used to shoot SW II. Any time I [shoot on] film, especially when I'm in an intense environment like the desert or in rain, I always have a camera mechanic with me and we had none on this [picture]."

Sony's high def camera body is based upon the original Digital Betacam camera body and McCallum and the Lucasfilm people have had Digi Beta cameras since their inception seven years ago "in every extreme environment you could possibly be in." Also the crew shot SW II on a stage for eight weeks before going on location so they had it down before they braved the elements.

McCallum says that, shooting HD, the crews could do an astounding 36 to 42 set-ups a day, even in 128-degree desert heat, and ultimately wound up recording 2,500 to 2,600 set-ups over 60 days.

Tattersall could shoot a 50-minute load of high def in the morning and Blanchard could have it digitized it in realtime during lunch, simultaneously making a "clone" master of the footage for safety's sake while downconverting a copy to Digital Betacam. "We'd have it logged and digitized by the afternoon for the editor, which is something you never get with film," Blanchard says. "Not to mention the expense that processing and telecine and post-syncing the sound would be. We keep everything online [in the Avid], a massive amount of stuff, because nothing goes out of play with George.

"SW 2 is a Cinemascope film, which had its advantages, Blanchard says. "We shot the movie 16-by-9 and that gave us the up-down to move in on shots. It was another way to give George that much more [masking] latitude to move around within the frame. He did that in post once he'd decided which part of the 16-by-9 frame he wanted to use.

Rick McCallum is hoping for 5,000 digital screens nationwide by 2005.
During the encoding process back at ILM in late April, early May, Blanchard says the finished footage looked "phenomenal."

Still, even some Lucasfilm and ILM employees [were skeptical] in the early going. Professionals with impressive pedigrees in high resolution imaging had to first be convinced of the efficacy of working with high def video, no matter how well Tattersall shot the footage. But there were benefits to be had. McCallum says [having] all the [digitized] footage [online], "we needed two million feet [in editorial]" - [and this] eventually totaled 3.5TB of stored information.

"The ILM engineers came up with a video server system and a way of viewing dailies where, on a computer, they would call up any shot George wanted to see for dailies in the morning," Blanchard says. "The video engineering group headed by Fred Meyers all did a phenomenal job. We needed sort of a random access way to do dailies where George would say, 'Do it frame by frame, play the shot with handles, play it without handles.'"

"We're coming off this year-and-a-half-long process where we're looking at digital dailies every day straight off a server to a digital projector and we were just amazed," Blanchard says. "After awhile, people [on the job] couldn't go to movies. They'd go to a movie and be, like, 'What is wrong with this print? It's moving around, there's weave, it's dirty...' It really converted us even more as far as digital projection."


The ILM compositing team on Episode II got to look at digital footage served right to their desktops for months on end, too. As with Episode 1, the visual effects effort on the movie consisted of three groups of effects specialists working on largely proprietary systems such as "Comptime." Each unit was headed by a noted visual effects supervisor and had its own territory in the movie.

John Knoll is the compositing wizard who came up with a nifty plug-in known as Knoll Lens Flare. As an ILM employee, he was head of the "Knoll unit," which was notably responsible for the breakneck chase scene high above the city streets of Coruscant, and another desperate race through an asteroid belt. The Knoll unit also executed a complex battle scene within an arena on the rocky, dusty planet Geonosian (which is inhabited by man-sized insects who work on subterranean assembly lines). This sequence features a battle royal that's one for the books, as well as a kind of homage to Ray Harryhausen: hordes of insectoids crowd into a coliseum to see our heroes - Obi-Wan, Anakin and Padme - be savagely executed, each by a different grisly monster.

The compositing department's SGI Octanes and Onyxes were linked to ILM's newly expanded server system, which handled well over 3TB of digitized Episode II imagery and metadata.

The Knoll unit's effects shots totaled a whopping 933, 650 of which are 3D shots, and from his office desk he's able to play back scenes that are both in the film and not. "On this show we actually did close to 2,200 [effects shots all told] but there were close to 200 omits," he says. "It's big, but the way you handle big is be very well organized.

"Every shot has passed through our system for color timing and conform and film-out," Knoll says, but not every shot in the film has a visual effect. Some shots are simply a character on a set. However, "a lot of them that look like they're just a character on a set actually are visual effects," Knoll says. "There's quite a lot of cases where George has had us do something to the shot. There are a number of cases where we've got a two-shot and George has decided that he liked the performance of one side from take one and the other actor from take four, and we're 'splitting' them together." This process which was experimental in Episode 1 was originally meant to solve a continuity problem in Episode II but, when it worked, Lucas relied on the trick more heavily. "That's mostly tracking and roto-mattes," Knoll says. "In the grand scheme of things those are actually very easy shots." Even some intimate dialogue scenes where Padme confesses her love for Anakin are seamless composites. Knoll says even he can't spot the split two-shots a few weeks after they've finished working on them.

But it's Knoll's dramatic, thrilling joy rides and battle scenes that fans will more likely remember, and perhaps see again elsewhere in the form of games, rides and books.

It's important to note that ILM creates effects work for numerous feature films at the same time, often quite large productions such as Terminator 3, The Hulk, Harry Potter 2, Men in Black 2 and Minority Report.

Compositing supervisor Marshall Krasser worked on the Dennis Muren/Ben Snow team on SW II. Major sequences for Krasser's unit included the fast-paced, 30-plus-layer "droid factory" sequence, where battle droids were being manufactured, and the "exterior clone battle" representing the start of the clone wars. Once the heroes leave Knoll's arena scene, the Muren/Snow unit takes over for the clones vs. droids battle scene. Krasser and company numbered about 25 compositors, three of whom were experts on Sabre, ILM's in-house 2D compositing system based on Discreet's Flame and Inferno, while the rest used CompTime, ILM's own software. Since HD is not film, ILM staffers had to rewrite some of their plug-ins that dealt with bluescreen extraction. If you don't match the grain in the source background material, Krasser says, you get "something you can't put your finger on, but it just doesn't look right. A lot of times computer-rendered elements just seem too perfect."

The clone war shots are on a huge scale and sometimes the only thing that is real is the far background mountain range. Then there's another, closer mountain range. Then there's the battlefield, the armies, the hovering battleships and rolling gunships, and all the requisite dust, explosions, smoke and debris they kick up. The layers are innumerable, and they're all color corrected to look like they belong together, including just the right amount of "particulate hazing" on the mountains in the distance.

Jeff Doran is a compositing supervisor who worked with Pablo Helman on the team known as the "Pablo unit." Doran was involved in the Pablo unit's composites of the lush scenery on Naboo, Padme's home planet, which include some strikingly non-Star Wars shots of Padme and Anakin relaxing on a grassy knoll surrounded by waterfalls glistening in sunshine. Doran showed me a remarkable shot in which Samuel L. Jackson's character walks purposefully along a curved corridor to have a confrontation with Yoda (who today is an all CG character). The setting is the Senate Rotunda, an architecturally dramatic building devoted to the interplanetary Senate. But there was no architecture and no set construction. And no senators in the distance. It's more like a CAD set, and Jackson simply walked along a path on a curved blue cyc with some live action extras in the background. "This entire room is a 3D model," Doran says, "and I think it's really one of the most successful shots in the picture because you don't really get the sense that there's anything unusual about the shot. It looks like something that was shot on a set that was dressed and lit.

"We created a matchmove from this bluescreen plate and that became the camera move for the entire shot." The virtual camera follows exactly the same camera move as the shot of Jackson walking. "The shot consisted to probably 40 elements, once it was all said and done," Doran says. The shot ends with Jackson meeting Yoda on a balcony that overlooks the vast Senate rotunda below - with "a bunch of little characters mapped onto 'cards' on all the seats down there." Cards are "like a gridwork that's placed within the camera move relative to where whatever you want to composite into the shot is situated," Doran says. "You can map any kind of an element onto that card that you want and it gets placed and locked into the camera move."

Compositing supervisor Dorne Huebler came to ILM in early 1998 from Buena Vista Visual Effects. The way things go at ILM, Huebler went directly from Planet of the Apes to Episode II last year and oversaw the Knoll unit's 38 compositors responsible for 933 of the movie's effects shots. "Actually, it's 1,001 if you count the ones that didn't make it in," he says. At a total run time of 64 minutes, that's nearly half the movie. Huebler examines a very intricate composite shot on an ILM computer screen. The melee scene in the arena, where our heroes are to be executed by exotic wild beasts, was one of the last sequences to be finished. The scene turns into a rescue attempt that turns into a battle in which light-sabre-armed Jedi rescuers, including Samuel L. Jackson's character, battle a contingent of Federation battle droid robots. Amidst all this, the Reek, a horned, four-legged beast created in 3D by Rob Coleman's CG department, becomes a Harryhausen-style mode of transport for our heroes. But in one brief moment, Jackson and Ewan McGregor (Obi-Wan) are shot on bluescreen being nearly mowed down by the rampaging Reek. Huebler says, "In shots like this, which is all of about two seconds of film in the final product, it's pretty amazing to have been able to make that 64 minutes in little two-to-five-second bursts."


At ILM, principal engineer Fred Meyers was the go-to guy on the engineering team. He oversaw the data management of a hugely complex film which began as high def tape, became digits, and ultimately ended up both a digital release and a film-out version.

Meyers and his team managed the ILM server that provided Lucas with the instant gratification of being able to zip around the over 2,000 shots in his film in a nonlinear fashion. Meyers also set up the digital cinema workflow that allowed Lucas, McCallum and company to view scenes, or elements of scenes, as "rock steady" RGB digital "footage" in the ILM theater.

It was there that colorist Natasha Leonnet, using the Pandora Pogle married with Snell & Wilcox's Picasso DDR, created two, versions of the movie: one for traditional film-out and the other for digital release. Leonnet "color graded" the show in realtime as full resolution RGB, a first for a motion picture. Using her own talents and Picasso's memory for the digital details, she maintained subtleties of color continuity across the entire film and then did it again for the digital release, all in realtime.

For Episode 1I to be screened in thousands of theaters, it finally had to make the jump from the pristine fantasy world of digits to the harsh reality of theatrical exhibition - film. Meyers oversaw the film-out effort and decided the best way to go to film was to use Arri's Arrilaser 35, which produced seven digital intermediate film masters.

McCallum sees the digital changeover of filmmaking, distribution and exhibition in perspective. "Seven years ago there was no one cutting a major movie on an Avid," he says. "And the people that were the most hostile against it were editors themselves, and the studios were, 'How much is this gonna cost? Who's gonna pay for it? What kind of standards are there gonna be?' And one of the underlying facts from the studios was, 'You're gonna give the director too many choices!' That's the same argument that you hear from cameramen today about digital cinema. Whenever there is any kind of change - and our industry, the Hollywood-studio machine, is the most conservative, tired and fanatically cheap industry in the world when it comes to technology or research and development. Every fundamental change in sound, picture, color, and editing has come from individuals from the outside, never from the industry itself.

McCallum's best-case scenario is that the studios quickly relent and begin funding exhibitors' changeover to a digital cinema paradigm. Although this could cost around $150,000 for each theater, he wants to see 5,000 digital screens set up nationwide by 2005 - the year Episode III comes out.