BD: I understand you got some comments from Guillermo del Toro. What were his suggestions?

TM: We were about three weeks out from finishing the movie, and Guillermo had just come to the studio to consult on other projects and make his own animated movie [Trollhunters]. So he saw the movie and really liked it -- the whole story about good vs. evil and breaking down stereotypes -- and had one big note: "What if in the opening shot [Megamind] is falling to his death?" We always opened with the origin story and how he fell to earth. That kind of pulled everything full circle as we revisit that scene at the end of the film. It just kind of plugged right in and felt really good and was great to have that fresh, filmmaker set of eyes on the movie. Something he and Cameron do on their films -- to be blatant about it -- is "frame f…ing," where you cut the heads and tails off just as a pacing thing and so by doing that we ended up speeding up the pacing.

BD: Wasn't the biggest challenge making us believe that she falls for him?

TM: Yeah, that was the biggest, hardest thing to pull off and the thing you worry about when you go home at night. But the thing about it is there's the stage presence of Megamind, where he's big and powerful, but then there's the guy behind the mask because it's the story of a guy who wants to just fit in and be considered normal, so, in some way, there's a little Phantom of the Opera and Beauty and the Beast. And that's what she's drawn to: that side of him that's beneath the mask.

Will Ferrell and Tina Fey helped bring out natural pauses and other nuances when voicing together.

TM: Brad's great. The interesting thing for me was that the first movie I ever worked on was Cool World in 1990 -- and I met Brad. He was this young guy with great hair and you just knew that he was going to be somebody. So 20 years later, he has no memory of me, which is understandable. He was fine -- he's very physical and a lot funnier than people assume. To break out in animation, we talked about his role being kind of this Elvis guy that can work a crowd, so I gave him this hand-held mike just because the first recordings you felt he was pinned behind this podium. And then later on he'd still be roaming around the whole sound booth with the mike; it does affect your voice when you are so physical.

BD: So what was the animation challenge?

TM: To try and make the acting more sophisticated and more nuanced. We had better tools to do it now and so you want the comedic timing and comedic broadness, but to also get the subtlety of the love story. We did multiple takes to find the fine nuance. For example, the scene in the rain when she says, "How could you be so evil tricking me? What were you hoping to gain?" His response was, "Because I love you." And to do that you had to be very subtle in how he moved his head and what's reading in his eyes. The technology has come a long way but I think what Cameron did with Avatar helps elevate animation because he credits the actors and it was based on their performance, but we're still animators taking our cues from what the camera captures.

BD: And I like your notion of 3-D allowing us to be a better voyeur with action as well as intimacy.

TM: Yeah, it's the difference from being objective to subjective, in a way. It makes you more a part of it.

Bill Desowitz is senior editor of AWN & VFXWorld.