And that freedom was important for them to more with the Muppets without having to resort to post CG, according to Ivins. But the most challenging sequence was a musical number called "Pictures in Your Mind" when Kermit walks through his mansion and there are portraits of different Muppet characters on the wall and as he goes by them they come to life and talk to him. Unlike everything else, which is supposed to be tangible, these were transitions from digital paintings that Look FX made from the characters and the scene they were in.

"And then transitioning to them as live puppets was a creative challenge that had a lot of tweaking and subtlety to it," Ivins says. "We didn't want it jumping out at you and feel digital. We worked a lot on that sequence, massaging it to get the right look."

Before.

The crowd coming out to support The Muppets needed to be massive.

There were also several traditional driving shots. "But the most interesting shot in the movie for us was when they pulled a Rolls Royce out of a lake and they needed it to look like it was rolling up onto Cannes beach. They shot set up an elaborate rig on a sled with all the characters and the actors in it and pushed it on a stage, and then we tracked them into it and then we put a big matte painting of Cannes beach behind them. Having them drive out of the Atlantic Ocean was pretty fun."

Look used Maya for the 3D and Nuke primarily for compositing along with a touch of After Effects. And they used NVIDA Quadro graphics cards. There were lots of crowd scenes along Hollywood Blvd. and inside the movie theater where the climactic telethon occurs.

Overall, Ivins says The Muppets experience reaffirmed the primacy of puppeteering.

Bill Desowitz is former senior editor of AWN and editor of VFXWorld. He has a new blog, Immersed in Movies (www.billdesowitz.com), and is currently writing a book about the evolution of James Bond from Connery to Craig, scheduled for publication next year, which is the 50th anniversary of the franchise.