Iain Blair
Issue: June 1, 2006


HOLLYWOOD — Director Brett Ratner, whose credits include Rush Hour and Red Dragon, is no stranger to big action films front-loaded with tons of the best visual effects money can buy, but even he was daunted by the challenges of making the third installment of X-Men. No wonder. This time out, Halle Berry’s Storm flies for the first time ever in the series, and in the film’s climactic big action set piece, Magneto (Ian McKellen) throws cars from the Golden Gate Bridge onto Alcatraz, as Pyro ignites them in mid-air, and the fiery vehicles rain down on the X-Men, including Hugh Jackman as Wolverine, Famke Janssen as Jean Grey, Rebecca Romijn as the shape-shifting Mystique and James Marsden as Cyclops. And the story opens with an extended flashback scene in which the actors play themselves — only 20 years younger, thanks to a cutting edge “rejuvenation” visual effects program. [See in detail how digital artists turned back time in the June issue of Post's sister publication, Computer Graphics World.]

“It’s the biggest film I’ve ever done and the amount and scope of effects were overwhelming,” he admits. “The hardest part was locking each scene and being decisive so that the visual effects teams could go off and start their work right away. If you start changing stuff, you just can’t finish because of the sheer amount of time needed to complete so many visual effects. So the most daunting aspect was having to make decisions before even seeing the whole picture.”

And Ratner, who says that he relied on director Bryan Singer’s first two X-Men films as “a blueprint” for his approach to a series noted for its huge set pieces, its characters’ super-powers and explosive fighting sequences, ended up dealing with “well over 900” visual effects shots, all overseen by John Bruno, the frequent James Cameron collaborator whose credits include Titanic, Terminator 2 and The Abyss, for which he won the Oscar. Bruno, Ratner and Simon Crane, one of the industry’s top second unit directors and stunt coordinators (T3: Rise of the Machines, Troy and Mr. and Mrs. Smith), worked closely to create all the action sequences and to design the fights and stunts “so they’d be a seamless blend of live action and visual effects, and totally believable,” says Ratner.


“In fact, for me, post began the day I started shooting,” he recalls. “I’d have to hand over scenes and just pray that all the effects work would go smoothly. And the editing process was also so complicated. Usually for a project like this, I spend 10 weeks with the film and then I can make decisions after I see how the whole movie plays. But on this, I had to treat every scene like a mini-movie. I’d shoot a scene, edit it right away, and then we’d have to pull the trigger on locking it because of all the effects.”

Ultimately it took the skills of three editors to cut the film: Ratner’s longtime editor Mark Helfrich, who has edited all of Ratner’s films; Mark Goldblatt, whose credits include Terminator 2, Pearl Harbor and Armageddon; and Julia Wong who worked with Ratner on After the Sunset and on the TV series Prison Break.

“Mark Helfrich supervised all the editing, but Mark Goldblatt focused more on the action set pieces, and Julia focused on all the scenes with visual effects,” explains Ratner. “It was very collaborative, and the two Marks had worked together before.”

Initial editing was done at Vancouver Film Studios where much of the film was shot. “Then we moved everyone back to LA and the Fox lot where we set up a bunch of Avid suites,” he adds. “It was a long, hard process as we were looking at so many versions of the film and variations of all the visual effects and how they helped tell the story, and then gradually stripping stuff away to get it as tight as possible.”

According to Goldblatt, the Avid set-up was nine Avid Media Composer Meridien systems (V.11.2.5): six for editorial and three for VFX. They used Unity (2.3TB) for storage.


Meanwhile Bruno was busy coordinating a global network of top visual effects companies, including Weta Digital, which won Academy Awards for its work on King Kong and all three films in the The Lord of the Rings series. Weta worked on “about 400 shots,” according to Bruno, such as creating key elements for the Alcatraz compound and Dark Phoenix’s powers. Framestore CFC, a London-based house worked on the Golden Gate Bridge scenes. Other visual effects houses working on the picture were Moving Picture Company (MPC), which created a major “atomizing house” sequence, and Cinesite, also both in London; Hydraulx and Lola Visual Effects; and Kleiser-Walczak, which helped bring Mystique to life.

For Bruno, who came on board the project right at the start, “even before Brett and the art department,” he reports, the first objective was to “keep the look of the film and style as similar as possible to the first two films. That’s why we used Kleiser-Walczak again, who created the Mystique look in the other movies. And then when it came to the X-jet, we took the same software but then expanded the details.”

Another objective was to do as much of the effects work as possible in-camera, “and then enhance all that with the various visual effects,” he says. “So when Halle flies, she really did all the stunts with these big wire rigs, and then we’d work on the shots in post.”

“I’d never worked with John [Bruno] before, but he was one of the most creative people on the whole team, and I consider him to be a filmmaker in his own right, as is Mark Helfrich and all the others I collaborated with,” says Ratner. “John’s a director and artist as well, so he draws his own storyboards, and when we first met, he had such great ideas for the all visual effects.”

Top of the list was the Golden Gate Bridge scene, the biggest in any X-Men film, which needed the combined input of Bruno, Crane and production designer Edward Verreaux to pull off. “We used huge sets, miniatures, CG extensions — probably 10 different elements to make one shot work,” reports Ratner. “We built a quarter-mile long section of the bridge on a 10-acre lot in Vancouver, and then added 50 foot-high greenscreens at each end so we could have real and CG cars, and real and CG water.”

The team also built a section of Alcatraz, on the same site, which was also digitally extended, blending the practical sets with CG images and miniature work. “That’s what I loved about John Bruno’s approach to all the visual effects - he used miniatures wherever possible, to keep it all as real as possible,” adds Ratner. “It just gives it that 3D look you still can’t quite achieve with CG planes or cars. That’s why I love Blade Runner or the very first Star Wars compared with the last one - it just looks and feels more real than when you do everything CG. So for me, the trick is to take a practical set or miniature and then enhance it and add the scale.”

Another key visual effects sequence is the four-minute flashback scene that opens the film, “something we never really thought about until we got half-way through the shoot,” admits Bruno. “When we read that all the characters appear as 20 years younger, we assumed that it would be done with make-up or younger, look-alike doubles. Then just two weeks before we were due to shoot the sequence, Brett said he didn’t want to go that way.”

Luckily, Bruno had heard of a new “rejuvenation” software package developed by Lola, a subsidiary of Santa Monica-based Hydraulx. “It’s been used to do ‘vanity fixes’ and remove blemishes, but I suddenly realized we really had to push it for this sequence,” Bruno reports. “So co-owner Greg Strause flew up to the set, and I’m saying, ‘How do we get this done? Do we need to put tracking markers on all the actors so they can be tracked in 3D?’ And Greg says, ‘No, it’s a whole new way of doing it — just shoot it.’ And we were so deep in production I just said, ‘OK.’ I had to trust someone.”

It was only later that Bruno says he realized, “If this doesn’t work, the whole movie doesn’t work! We can’t start off with a really cheesy effect.” But everyone’s fears were allayed after Strause and his Lola team did a test run of their software, which uses a system of 3D patches put over the actors’ existing facial features and which went “spectacularly well,” recalls Bruno. “And the result is an effect that is totally invisible and seamless, and Brett was really pleased.”
“In fact, it was so good that it worked almost too well,” recalls Ratner. “It smoothed out every line and wrinkle and took decades off each actor, so we then went back and tweaked it some more so that the look wasn’t quite so extreme and radical.”

Adds the director, half-jokingly, “You can forget all about plastic surgery now - this program is what all actors will be demanding from now on as part of their contracts.”

Even more challenging for the visual effects team was the scene where the powerful telepath and telekinetic Jean atomizes an entire house. “That took forever and there’s more detail than I’ve ever seen in any CG sequence,” Bruno says. “It was all done by MPC in London and we ended up atomizing people’s clothes and flesh, and then the room around them starts to break away, and this is all paid off in a huge scale at the end of the movie. So that technique had to be copied and stylized on a greater scale for the end sequence of the film, and all the software was transferred to Weta. In fact, all the visual effects were designed to be a character in the film, and are presented as character enhancement.”

Looking back, Bruno notes that a major part of his job as VFX supervisor was, “trying to organize all these great talents around the world, and making sure we all kept focused on the same look and style. And then, for my own satisfaction, it was the chance to really push the envelope of every single sequence, but making sure that the visual effects helped tell the story and didn’t overpower the character. So I spent all my time sitting next to Brett, convincing the actors that it’d all be OK.”

Despite the stress of having to pull together all the film’s major sequences with their various visual effects only arriving at the last minute, Ratner reports that, “I love the entire post process, especially editing and the color timing, which I did with Stefan Sonnenfeld over at Company 3 in Santa Monica. In fact, Stefan has worked on every single piece of film I’ve ever shot in my entire career — almost 15 years now, starting with my first music video. I call him The Stanley Kubrick of color.”

Ratner and Sonnenfeld, along with input from DP Dante Spinotti, whose many film credits include LA Confidential and The Insider, both of which earned him Academy Award nominations, spent “several months” on the color correction, says the director who also bounced back and forth to the Fox lot where all the scoring and audio mixing was done. The DI facility was E-Film.

Summing up, Ratner calls the film, “the hardest one I’ve ever done, especially the post, because of the complexity of the story and visual effects and all the elements you need to tell the story. What’s fascinating is just how free you are now as a filmmaker, thanks to visual effects. The possibilities have become endless, so anything I could think of, I could do.”