Prime Video’s Spider-Noir is set in 1930s New York City, where down-on-his-luck private investigator Ben Reilly (Nicholas Cage) is grappling with the loss of his fiancé and a past life as the city’s only superhero. New York is facing a crime wave, political unrest and the emergence of new genetically-altered villains, causing Ben to reevaluate his current path and responsibilities to the city.
Spider-Noir spans eight episodes and began streaming globally on Prime Video May 27th. The show makes extensive use of visual effects, with VFX producer Brooke Noska and VFX supervisor Hnedel Maximore leading a multi-vendor team — most of which are based in California.
“There’s a baseline budget,” Noska says of the show’s complex VFX needs. “Everything is kind of flexible, within reason. We have estimates of: This is what this episode requires. This is what we’ve allocated based on conversations with the different department heads…So we know kind of what the levels and estimates are, and we just make sure that we kind of stay within that bubble.”
Hnedel Maximore is an independent visual effects supervisor who has worked with Noska in the past, and was hired by Amazon and Sony to be the visual effects creative lead this project.
“I work closely with the directors, the showrunner, the DP on the creative briefs,” he explains. “I help design visual effects shots. I help to design visual effect with our showrunners, and I’m the creative lead that’s guiding, giving notes to the studios when shots come in. I’m helping creatively manage our in-house teams, and then working closely with our showrunner in post, and the showrunners and editorial on what’s possible.”
The series explored the option of using a virtual production volume to create in-camera effects, but opted to go a more traditional route, shooting against blue screens and compositing elements in post.
“I believe there was an exploration to do some virtual production,” says Maximore. “This was before I got involved on the project. Our showrunners decided that that wasn’t a good fit…I think they — our showrunners — wanted some flexibility in post that virtual production would have limited and would have led to a lot of shots being redone had they fully committed to the virtual production pipeline.”
Vendors were cast based on their talent, expertise and ability to handle complex shots.
“We knew that any one of our hero effects — anything surrounding noir and swinging through the city, multiple super characters, noir against a super villain — is a complex shot,” explains Maximore. “Not just from creative complexity, but also logistic complexity. There’s a lot of render time. You need to be partnered with a studio that has the infrastructure to handle those shots within our timeline.”
ILM was tapped for the series’ bigger sequences. Scanline handled Lonnie Lincoln and his Tombstone identity in which his skin hardens into a shell-like material.
“Barnstorm did an amazing job with all of our set extensions and just kind of world-building environments,” says Maximore. “And they also did some overflow work with Dirk and Megawatt when we got hit with a schedule crunch and had to split off some work from ILM.”
Ingenuity Studios also handled environment work. And for the de-aging work in Episodes 5 and 6, Cosa VFX stepped up, drawing on past work with star and executive producer Nicholas Cage.
“Cosa does amazing de-aging work and beauty work, but they had also done The Unbearable Weight of Massive Talent,” Maximore shares. “It’s a Nic Cage movie where he plays against a younger version of himself, and Cosa did amazing work on that.”
Montreal’s Cinesite took on all of the creature work and some of the specialty one-off effects.
“They did an amazing job on the dream sequence,” notes Maximore. “They did an amazing (job) with all the spiders that you see walking throughout the sequence. They did the sequence with Ben…where he doesn’t want to swing up to the fire escape, but he climbs up the fire escape. They took care of that.”
“Nic Cage was an amazing partner, and we were able to talk human to human with him about the use (of VFX) and what was going on,” adds Noska. “With the dream sequence, it was written a certain way, but it wasn’t really working. It wasn’t embodying the aesthetic of the project, so we made some pitches. It got pitched back to him. He was like, ‘I love it.’ We shot him on a treadmill — very noir, tactical, analog, like he’s doing it. We’re like, ‘How can we integrate that?’ Because again, we want to keep the human in the performance. So, Hnedel came up with an amazing pitch that absolutely ties seamlessly into the season.”
Maximore points to a number of visual effects highlights across the show, including those that first appear in the pilot, where Ben and Flint are fighting atop Rockefeller Center.
“Building out New York and establishing our world was a huge lift,” he reveals.
Episode 102 — “Convoy” — also stands out, as the entire sequence was shot on just two blocks in Los Angeles, but appears much longer in scale.
“You would not believe that we shot on two blocks in LA, across a few days," says Maximore. “We had to plan everything down to a T, because we knew that there’s going to be X amount of set extensions when we’re traveling in this direction. We need to match light direction. And when we change, and when the sun changes in the afternoon, and we flip the world when we were filming, we absolutely cannot break continuity in the course of the sequence. So we made two blocks feel like 10 blocks of gravel. Then the car flips and they sit in one spot, and we redress that set too. I think that was a huge technical accomplishment.”
Episode 8, the season finale, also stands out.
“We have three of our [superheroes], and they’re full power the entire time,” shares Maximore. “And it’s a lot of fun.”
Noska points to the series' open, in which the entire feel of the show, its character and time period are established, with Ben swinging though a black & white New York City as narration sets up the story.
“We put that back into the brain tank so many times,” says Noska. “We were like, ‘How are we going to open our Spider show?' And there were so many different versions.”
“Our show always had this apprehension of, ‘I don’t know if I really want to start this show off on a big Spider moment,’” notes Maximore. “And the note from the studio kept coming back, ‘We want to start off on a big Spider moment.' So we knew this was something we were going to have to deal with in post…Once our showrunner committed, and we worked on boards with him, and we got into the animation of it…I think by version three, the excitement immediately changed. Everybody bought in. It was good. Now we knew that we just had to execute.”
EDITING SPIDER-NOIR
Jennifer Barbot and Eric Kissack are two of the show’s four editors. Barbot edited the pilot (“Step Into My Office”), as well as Episode 5 (“Betrayal”), while Kissack cut Episode 2 (“Tread Lightly”) and Episode 6 (“Nightmare on a Gurney”).
Here, they offer insight into their involvement.
How did you get involved in cutting this show?
Jennifer Barbot: “I came to the project because I was working with (screenwriter) Peter Craig, who I’m currently working with now. And Peter is friends with (writer) Oren (Uziel), so Peter said, ‘Oh, you know, my friend Oren is looking for an editor for the series he’s doing, Spider-Noir. Would you be interested?’ And I said, ‘Yeah, of course.’
“So when I went in for the meeting, he was cool, fun, smart and really had a strong story. He knew the story that he wanted to tell, so that’s always really exciting. It was a great, fun meeting.”
Eric Kissack: “For me, the dream of this business is making stuff with your friends. I was lucky enough to meet Oren like 20 years ago in line for a party at the Austin Film Festival, and we just hit it off and became friends. Over the years, we just sort of always talked about collaborating on different things, but it never lined up. And then on this thing, my schedule opened up. He was ready to go and the project was fantastic. And when he pitched it to me, I was like, ‘This is exactly the kind of thing I want to be working on. Let’s go!’”
Spider-Noir is an interesting show for a number of reasons: its structure, the show’s opening sequences, etc. Tell us about creating the first two episodes and what you used for inspiration?
Jennifer Barbot: “It is a challenge, and that’s the really fun part for me — doing the first episode because there is no sort of strict reference point. There (are) no rules, and we can kind of figure out what it’s supposed to be. I can (give) my two cents into what I think it should be, or give my thoughts early on, so that’s always really fun and really rewarding creatively.
“We did spend a lot of time working on the opening — what we wanted to say with it, the tone we wanted to achieve. And I think we were really successful. How many times do you see a show that opens with a Sunset Boulevard kind of voiceover, but yet it’s Spider-Man swinging through New York City. And then there’s animation in it. And it’s in black & white! It’s just this very cool mashup. It was a way to tell audiences from the get go, ‘This is not going to be your standard Spider-Man genre piece. This is going to be a much more interesting mashup in a lot of different ways.’”
Eric Kissack: “Oren, from the beginning, always presented this show, not as a superhero show. It’s a detective show about a guy who happens to have been a superhero at one point, so the touchstones for us were always, ‘How do we make this mystery engaging? How do we make his character interesting?’ This guy, who’s sort of a little bit of a sad sack. You can kind of feel his weariness, his aging. Those are the things that excited us.
“And then there’s a fun action sequence where he’s swinging around and dropping off the cars, and pulling guys out of cars. But the show has to live or die by whether you care about this guy’s journey and the mystery that he’s trying to unravel. So that was always our focus from the beginning — everything follows from story.”
How much material did you have to work with when you came on board?
Jennifer Barbot: “We got we started day one with dailies. They’re cutting right away, and we were at home. I was at home for definitely the beginning part of it from dailies. We didn’t really have a chance to even see each other or meet until we got into Sony. And then we had our rooms there at Sony to meet and to chat.”
Eric Kissack: “I would just say Episodes 1 and 2 were shot kind of concurrently. They would shoot a scene for Episode 1, and later in the day, shoot a scene for Episode 2, so we were kind of building our episodes at the same time, but separately. And it was always this big reveal. I watched Jennifer’s episode before she watched mine because that was the version that the director focused on first. It was a fun kind of exercise, and we knew we were going to do slightly different things. Then we could take the bits that were working from each other. Jennifer did a really lovely montage in the middle of her episode that I was like, ‘Okay, that’s an interesting stylistic idea that I could take pieces from.’ I think if we had been given this template of, ‘This is how you work. This is what the episode should be,’ it would have been less interesting in the end.”
You mentioned Sony. Where did production and post take place?
Eric Kissack: “Shot in LA, baby! It was very exciting. For me, I think everything should be shot in LA — or New York. I was very excited when we found out that it was shot at Sony. We had offices at Sony, but like Jennifer said, we had the option to work from home, especially while they were with production because there were weeks where they were so busy they would never have an opportunity to work with us, so we would just do our thing from home. Eventually, we moved to Hollywood, where we had offices. We had a big complex of offices. At our height, we had like 20 people — music editor, visual effects people, editors. That was space-for-rent outside of Sony in Hollywood. After production wrapped, we moved to Hollywood because it was more convenient for a lot of people, even though Jennifer lives right by Sony, she was probably annoyed.”
Jennifer Barbot: “It was right next to Sony, and I was so happy. I was like, ‘Yes!’ I was excited to ride my bike to work. It was so wonderful. But Oren lives on the East Side, so we ended up moving to Hollywood because it was close for Oren.”
Tell us about your editing setup. Was it an Avid workflow?
Jennifer Barbot: “I prefer Avid — 100 percent. I just feel like it’s the most sophisticated in terms of what I need to be done.”
Eric Kissack: “Yeah. There was so much collaboration built in because we needed to constantly be working with assistants, and visual effects editors, and that kind of thing, and Avid really is the gold standard when it comes to collaboration — everyone being able to access the same material and share things back and forth. And then when we were working remotely, we used a system called Jump, where the Avids are at our offices, but we sort of remotely log into them, so we can do that from home.”
Where is the media you are working with? Is it on a shared server?
Jennifer Barbot: “We had access. We could go in and I could go and watch Eric’s episode. I could look at a scene and then he could come and look at something of mine. It makes it very easy to share material. In fact, my assistant, Bart Brevé, who’s amazing, lives full-time in New Orleans, so he was always remote. Since COVID, it’s really dialed in to be able to work in many different ways.”
There are lots of visual effects. How did you deal with sequences that were still in the works? Were you leaving placeholders in your timeline?
“All of the above. Sometimes it was just a green screen. For example, the whole fight at the end (of Episode 1) was all just green screen. You can imagine what it would be, but you didn’t see it for quite some time. We would temp stuff in. It was green screen for a long time and then we would just put in wind, because you know at the top of the building you would have to hear wind. And then you’d hear the traffic — the din of the traffic way at the bottom. And then as time went on, and we were working with visual effects, they would give us the building in the background or something like that as a reference point. And then, as time when on, the shots would get more and more sophisticated. But with visual effects, they wait until we are locked or very close to being locked before they start to do any real, truly sophisticated work because it’s expensive.”
I understand not wanting to create VFX that might not make it into the final edit.
Jennifer Barbot: “It’s definitely big communication. We would talk, like, ‘Okay, these sequences we feel are pretty close to being locked.’ Or, ‘In this sequence that has 20 shots, we’re pretty sure these four shots are going to stay [that] length.’ They always give us handles, like eight-frame handles — so we have a tiny shift, but that’s not very long.
“It definitely requires a lot of communication and collaboration with visual effects. For example, in the opening, we had a storyboard artist, Jay Martin, who was great, who would give us storyboards for how that laid out. And then he would tweak those. We’d have conversations about it and call him. He’d make an adjustment and he would send us a new card. And then when Oren was like, ‘Okay, this is how we feel it could work.’ Then he would give us more cards. He’d give us an animatic, so you would see it sort of move.”
So you’re putting those updates into your timeline?
Jennifer Barbot: “Yeah, so that he can see it. And then we’re putting music there, and we’re putting sound effects, and we are doing a temp voiceover, so we’re building the whole thing. And then Oren’s feeding back on that and letting us know, ‘Okay, we can lose this shot.’ Or, ‘Let’s change this shot.’ Or, ‘What if he jumped over here or swung over here instead?’ And then Jay would change that and then we dropped that in. It was really a very fun, inventive and collaborative process.”
Eric Kissack: “Sometimes there would be things where we were like, ‘Oh, this almost works, but you kind of want one more shot where we see the car coming to a stop so it’s clear what the relationship between these two things are.’ So having access to Jay was amazing because he would just (say), ‘Oh yeah! I know exactly what you mean.’ He would draw it on his laptop. You could like log in and watch him draw it, which was amazing. And then he would send it to you, and you put it in and be like, ‘Yes, it’s the exact shot we would need.’ While they were shooting, they could actually go and grab that shot.”
What sequences would you point to as highlights of your work?
Eric Kissack: “There’s a fun action sequence at the end of Episode 2, where the Spider attacks this convoy of cars. What was really fun about that (was) it looked cool and the stunts were great, but we were very intent on making it clear that this was an aging Spider-Man. When he flies through the air, it’s not perfect. He flails a little bit. He’s also someone who hasn’t put the suit on in a while. He lands on the car (or) shoots a web and misses. He’s not perfect. That was really fun to me. You felt the character coming through.
“I would also say the sequence in Episode 6, where he sort of has this like fever dream. It was a lot of fun because in the script, it was sort of like, ‘Nic Cage runs through a nightmarish world.’ What does that mean? We spent a lot of time working with visual effects to try to build it…It was very creative and very fun. (I’m) happy with how it turned out.”
Jennifer Barbot: “I like two sequences the most. I love the opening. That was very collaborative and fun. I love Kat Hardy, when she’s singing her song. I feel like it hits all points for me. It’s romantic, character development, beautiful, beautifully shot. It’s an ode (to) and paced for ‘noir.’ And then it has some sort of freeform editing in there. It’s just an interesting mix of everything. And the song is so great. It starts out classic, old, and then becomes a sort of modern vibe, which we used as a good touchstone for everything musically.
“I also really like the montage that Eric had referenced, with Ben when he’s reading the newspaper. We experimented with a lot of versions of that and trying to make it feel almost like a 1930s newsreel. It allowed us to have this sort of freeform editing."