4.) Star Wars: Duh.

5.) All the President's Men: This is my favorite detective story. I feel like I'm doing something important just by watching it. The scene where Woodward comes across the name of Howard Hunt always floors me. It's just Robert Redford on the phone -- doesn't cut away -- and it has more tension and heart pounding action than, well, most action movies.

Pee-Wee and Sleeper had a definite impact on Cloudy.

1.) Pee-Wee's Big Adventure: "When we first moved out to LA 13 years ago and were meeting with studios and were asked what movies we admired the most, we'd say Pee-Wee's Big Adventure and Raising Arizona," Miller recalls. "Pee-Wee's has such a great design sense and is very whimsical but also really compelling with a strong main character."

"And a great love story between a boy and his bike," Lord adds," and also involves all kinds of animation. And there's this scene where they're doing this cartoon convention: It's pitch-black and they have these blinking white eyes -- and that's exactly in our movie in a weird way. It was a great inspiration for Cloudy: How can I make something that rarified and also that lovable for so many people?"

2.) Raising Arizona: "We talk about Raising Arizona all the time, especially the first 10 minutes, which gets across a lot of exposition really quickly and efficiently in an entertaining manner," Miller suggests. "And it's made like an animated movie with tons of wide angle lenses."

3.) Toy Story: "We talk about Toy Story the most," Miller says. "As everyone knows, it's an awesome movie and one of the greatest of all time, but it did expand our minds when it came out."

"It's not a fairy tale, it's incredibly contemporary, it happens in a real setting, even though this fantastical thing is going on and it's this incredible story about jealousy and betrayal and regret," Lord adds.

4.) The Jungle Book: "When we were making this movie, we wanted everything to feel like it was hand-made and that's why we liked Jungle Book a lot," Miller offers. "You can really see the pencil -- it was like when you were using the Xerox machine instead of retracing and inking all of the cels."

"Something I said to the crew members was that I want to see your artistic hand in your shot," Lord says. "And that informed our process of working with our crew members."

5.) Sleeper: "I saw [Sleeper] for the first time in college, and it really blew my mind hole open because it was half-way between smarty pants satire and really silly, fun, silent movie-style, slapstick comedy," Miller explains. "And it has giant food in it, and we had actually talked about doing a giant banana peel gag and I can't believe it never made it into the movie. But it seemed like it was going to be a reference of a reference of a reference. And we didn't want it to seem like a rip-off. It informed me about how to stage comedy things: wide shots for physical comedy and not too many crazy cuts when you're trying to do a joke."

Plus, The Muppet Movie and The Jerk: "These were the two movies that Phil and I bonded over when we met in college," Miller reveals. "We were inspired by [The Muppet Movie], which [has] simple designs but work really well in three dimensions. And another thing we wanted to do with [Cloudy] that we got from The Jerk is that it doesn't talk down to anybody and it wears its heart on its sleeve."

"These live-action movies are all smart and dumb at the same time, which is what we work really hard to do," Lord concludes.

 Bill Desowitz is senior editor of AWN & VFXWorld.