So, we shoot all of that material and enlarging the Red Queen's head; and we're putting an animated body on Stayn [Glover] -- it looks like his body but thinner and more distorted than normal; all the simulated cloth work; and also creating steam or smoke coming out the hole where obviously the head's fallen into. Then we go back a month later and replicate every angle with all of our extras and re-doing all that stuff, lighting the whole thing in six days. And then I came up with a system that seemed to work out very well to simplify the hell out of all these extras because they're everywhere. So it was a matter of just coming up with basic angles and a couple of different angles and blasting through when we got everyone set up to cover many shots per setup; and in the end just putting it all together with all the pieces necessary. It was quite an undertaking. And Rob Stromberg [the production designer] came back and did a lot of matte paintings for the show and he had some of his guys doing the matte paintings that surround that CG environment. It's pretty cool.

Putting an animated body on Stayn involved distortion along with cloth simulation.

KR: Well, the main decision was based on creative flexibility. The time frame was insane, and the tests we did with real 3-D was kind of funky, so by doing it with this conversion idea with CG backgrounds and 3-D, it was a lot more flexible than I had anticipated. And I got a lot more out of being able to get into this stuff and bust up this stuff with Tim. We really had a lot more artistic fun in how we played it. It might've locked us into stuff if we had just done the two-camera thing from the start. We had to shoot a lot of it 2-D anyway because of the Dalsa camera and the Red Queen scale stuff. That was only one camera, so it kept leading us down certain paths and we took the best idea at the time. It worked fine.

Bill Desowitz is senior editor of AWN & VFXWorld.