Meanwhile, the casting of McDormand took Mad 3 to another level as well. She came up with a cross between Lucille Ball, Marlene Dietrich and Elmer Fudd.  But she's all Terminator. "Frances came in and created that voice and all the mannerisms," Vernon explains. "She comes in very quietly and then gets behind the mike and comes alive. It was her idea to sing 'Non Je Ne Regrette Rien.' At the beginning she was humming it to herself in the opening scene, so we took that and later on she re-inspires her men who are laid up in the hospital by singing to them operatically. She just belted it out in one take."

Given the more intense physical demands overall, they rebuilt the character rigs on Mad 3 so they have all the latest features. "We continually upgrade our facial animation system and our muscle system, our anatomy systems, neck control systems," explains character animation lead Rex Grignon. "As part of our evolution, the other departments are progressing. Character effects with hair and manes and clothing and contact, so that gets pushed. The feedback cycle is also quicker."

More crucially, DreamWorks instituted character leads for the first time up at PDI for creative reasons. "Because we had a larger ensemble cast on this film, we wanted to make sure our characters were really distinct," Grignon adds. "Hopefully, you'll see very consistent animation and character representation throughout the film."

"Craig Kellman's designs are so graphic and straights against curves," McGrath offers. "Even in the first movie, the crowds were much more naturalistic compared to the animal designs but we really didn't have many resources in that department. So it was great to bring the crowds to the level that we originally wanted in the first movie, which was to be more graphic and stylized.

"Now we're using Massive, which allows us to have half a million crowds compared to the first movie, which were probably 100,000. By the nature of the story and having these huge venues with these people, we had to up the ante on the crowds. The clothing is no longer just spandex shirts. We can have wrinkles. It's so tangible now and feels like something you could walk into."

The subtlety of lighting is also apparent on the train when Stefano (Martin Short), the sea lion, reveals the glory days of the circus in flashback with the use of posters. But instead of entering the room and turning on all the lights at once, they decided to turn the lamps on progressively for dramatic effect. By the end of the scene, all is illuminated visually and thematically.

"What I've really noticed as the biggest win-win for us has been that all the people working on these movies have been doing it for a decade now," concludes Darnell. "We've all grown up in this industry and the creative talent is so strong; and the ability to use the computer to make beautiful images and incredible animation. As Tom is fond of saying, 'Alex never used to be able to touch his mane and now he can and we have the tools in place to move that mane around.' It's not necessarily easy, but we can do it, and that's what's changed." 

Bill Desowitz is former senior editor of AWN and VFXWorld. He's the owner of the Immersed in Movies blog (www.billdesowitz.com), a regular contributor to Thompson on Hollywood at Indiewire and author of James Bond Unmasked (www.jamesbondunmasked.com), which chronicles the 50-year evolution of 007 on screen and features interviews with all six actors.