Issue: November 1, 2007


GLENDALE, CA — Two different worlds. At least for other CG-animated DreamWorks Animation films they only had to create one fantastic world. In the new Bee Movie, created by Jerry Seinfeld, there's the imaginatively realized world of honey bees complete with traffic intersections, a gym, shops, suburbs, an airport and their own factory — Honex.

Then there's the human world: a Seinfeldian view of Manhattan and environs like Central Park executed and brought to the screen by the DreamWorks team. Seinfeld himself voices Barry, the film's leading bee.

Bee Movie is directed by Simon J. Smith and Steve Hickner, and they worked in conjunction with producer Christina Steinberg and Seinfeld as a team. Hickner is a longtime animation director and Smith is a DreamWorks veteran who last directed Shrek 4-D, a stereoscopic, 11-minute theme-park ride for Universal. Smith had also overseen a stereo Imax version of the original Shrek, so he is in good stead to work on future DreamWorks films, after Bee Movie, since all are planned to release in stereo.


Layout, virtual camera placement and blocking, "was the most important," early on, Smith says. "That was the template." Attention to scale — between a bee and the human world, especially — was critical. Smith and company relied heavily on CG previsualization and CG design, as well as digital storyboards. "It's a lot crisper, quicker way of experimenting with storytelling." Storyboard artists would draw with pen-and-tablet and those images would be fed straight into an Avid and incorporated into the boards.

Smith viewed Bee Movie less as a cartoon and more as a film in three dimensions. "It feels and cuts like a live-action film," he says. "It's a little more sophisticated in terms of conversations because we recorded both the artists at the same time — like Jerry and Renee [Zellwegger], and Jerry and Matthew [Broderick] — so you have these lovely ad-libbed sections where it feels like you have these people in the same room acting on camera together. That lends itself more to live-action style cutting; these lovely, happy accidents happen.

"In terms of shooting, it was the same thing. You'd have establishing set-ups, which we'd shoot long, and occasionally, if we didn't have something in the boards, Nick [Fletcher, the film's editor] would draw something in the Avid. It was mostly putting Barry in a shot that he wasn't in and changes in expression or eye direction."

After recording the actors' principal dialogue, Seinfeld began a couple of years of working remotely with the production team from his office in New York via Halo, a sophisticated videoconferencing system by HP that DreamWorks has been using to connect its production hubs in Northern and Southern California. "He could see us on one screen and the Avid on the other and we could communicate with each other," Smith says. The team also had smaller screens in each others' offices on which they could draw on the picture like with a Telestrator.

There's lots of coverage in Bee Movie for an animated film. The camera whips around, revealing new points of view and Smith tried never to "miss a beat." Smith conceived of Barry's introduction to our world as a spectacle of 360-degree flying-camera motion, perspective tricks and roller-coaster-style action as the bee, in the company of macho "pollen jocks," is swept out of the hive and into the air and Central Park.

Nol Meyer, Bee Movie's head of layout, was "phenomenal" in maintaining a believable perspective in conversations between the little bee and humans such as Zellwegger's Vanessa. "Barry is only an inch high in our world," Smith says, "and he's only about an inch away from the [virtual] lens. If you move the camera more than an inch, Barry falls out of frame. It's not like greenscreen; it's all in-camera." If Barry the bee had to be composited into every shot, the additional lighting time would have been a budget-buster.

"We had to have scalable characters," Smith says, "so that Barry would remain visible when he'd fly away from camera and everybody did an amazing job. There were incredibly complex facial, hair and clothing systems and fur on Barry, but as you scale it up, what happens to those systems? The character TDs were constantly rewriting stuff for us on the fly."


Veteran DreamWorks Animation editor Nick Fletcher was busy with Bee from pre-pro through the audio mix — it's what he does. It's almost as if, Fletcher says, "we're more involved at the beginning than we are later on, to save animators [from] having to do stuff that's going to be cut out of the movie, given the huge cost-per-frame. We try to do a kind of pre-edit using storyboards to figure out the timing and the pace of the story."

Fletcher started with a storyboard digitized into his Avid and cut it together with dialogue to develop the show's timing. CG films like Bee Movie take roughly three years, he says, and this storyboard-refining process goes on for about one year.

"When you're generally happy, a scene feels really solid, maybe we've got the real dialogue recorded by then, those are the scenes that would go into production first."

Those solid scenes then go into Meyer's layout department. The layout stage, Fletcher says, still allows "us plenty of room for playing around, too."

Of course, during storyboarding and layout the work of art direction, character design, model construction and more is also under way.

By the time scenes move from layout to animation "you've got a really clear idea of what's happening" but the team still entertained creative new ideas. Editing animation is critical at the beginning, but it never really stops. "Little challenges that come up throughout the production keep you going full time. Then, when we get to the end, we're doing the final touches, the fine cutting and working with the sound people."


Jeffrey Katzenberg saw to it that Seinfeld got his HP Halo videoconferencing system set up in Manhattan, but where to install it for the Bee team?

"The best place where we thought it might be useful was in my editing room," says Fletcher. This decision meant that for nearly three years, "for three or four hours a day, Jerry would be online, in my room with me and the producer and the two directors. We would look at scenes played off the Avid and then we'd switch over to the laptop and Jerry would be sort of rewriting scenes. He was very collaborative so we were all able to join in there and it really became a special job for me." Fletcher found himself right in the middle of creative brainstorming sessions. This did cause him to fall behind on his editing duties, "but it was totally worth it for me — it was like a new world!" This included rewriting dialogue. If Seinfeld's Barry the bee needed to say something new, Seinfeld could "grab a mic in New York and record a couple of lines. It was a fantastic thing; it was like Jerry was in the room with us. For an editor, it was great to be a part of that!" Many believe that Seinfeld would not have committed to Bee Movie if it had meant his moving to LA for three years.

Fletcher says Avid has also had a big effect on his work since the early '90s. "Before Avid, an animation editor's job wasn't quite so fulfilling. Avid gave you the opportunity to dump all the [storyboard] drawings with the editor and say, 'Okay, cut this together.' Everything changed at that point for me."


VFX supervisor Doug Cooper oversaw Shark Tale's effects before moving to Bee Movie. "Every film we tackle is very different," he says. "As different as Shark Tale is from Spirit, Bee Movie is from Shark Tale. Bee Movie's challenge was to push design in "a stylized direction that we hadn't really done before." Trees in Central Park, for instance, have a simple, elegant form that marries graphic design with the richness of 3D animation. Cooper describes the result as a "fantastical design" where foliage resembles cotton candy yet with highly detailed branches and leaves.

Bee Movie consumed 25 million hours of render time, much of it on newly upgraded HP systems. The show's scale was a huge technological hurdle, Cooper says, and it had two components: "There's the scope — the number of locations and the detail and richness of each one. We came up with a lot of changes in our process that allowed us to tackle much larger amounts of material for the film, and do it more efficiently while maintaining the quality of the film. The key there is focusing on the right things at the right time and really put the effort into making the hero [any subject of a given shot] look gorgeous."

DreamWorks Animation uses a proprietary toolset for character setup, animation, lighting and rendering. They also use third-party tools, such as Autodesk's Maya, primarily for effects and character effects.

The film's other big challenge was scale in the relationship of a bee and a human being, Cooper says. "The story is between Vanessa and Barry. How are you going to shoot a movie like this? Where do you put the camera and how do you compose a shot for two characters that are that different in size?" In Shark Tale, the "magic ratio" of Will Smith's character to the sharks was 6:1. "In Bee Movie, the scale is hundreds-to-one," Cooper shudders. The production team had to cheat Barry's size or, when Barry flies to another spot in Vanessa's room, he would disappear. "But it was really important that the audience didn't feel we were doing that. By using our scaling, we actually made him bigger as he flew away. He still gets smaller onscreen — he just doesn't get as small as fast.

"One of the new technologies we developed is we made all our character rigs for all the bees fully scalable. That's more complicated than you'd think." To accomplish this, all the deformations — skin, face, everything — have to be handled correctly to change a CG character's size. Barry's hair, for instance, had to shrink in size with his body, "or he's got this giant 'fro! All sorts of lighting and shading issues, like translucency, come up as well," says Cooper. "It's been a wild ride," he adds, "and it just keeps getting more interesting."

Bee Movie was Simon Smith's full-length directorial debut. "There was so much in the script," he says, "it was so big, but the satisfaction at the end of the movie is so fantastic and we really all felt it."