The UPA style was one of several limited animation influences. Cliff Roberts models for Pump Trouble (1952). Courtesy of Gene Deitch.

CM: And the basic plot that we pitched was the same: Geeky scientist Flint Lockwood [voiced by Bill Hader] invents a machine that accidentally makes it rain food and at first it's amazing and everyone loves it -- there's an ice cream snow day and a giant jell-O mold that you can bounce around in-- and then the food takes a turn for the worst and you've got a spaghetti tornado and pickles crashing into buildings and a pancake on the school and they have to band together and save the day.

PL: It was basically the plot of the book, so we tried to keep as many of the fun, whimsical moments, but give it more of a story with characters and stuff.

BD: And so how did you make that work?

CM: We started with a standard character list like Jurassic Park: a scientist, a reporter, a cop and we took all of those stock characters and gave them a special twist.

PL: Flint Lockwood is not really a working scientist -- he's an aspiring scientist. And everything that he makes is just a little off. And that's great because he really wants this food-making machine to be a success and that's what drives the film. And we gave the other characters a unique comedic take as well.

CM: So visually we were inspired by the absurdist, whimsical, fantasy ideas from the book. And from a character design standpoint, we like a cartoony aesthetic that stays away from the Uncanny Valley. So we were inspired by the Muppets, which are simple designs but work really well in three dimensions, and the illustrations we were most inspired by were from Miroslav Sasek, who did the This is London and This is Paris books.

PL: That is more or less the starting place: highly stylized and something that still has an epic scope and based on observation, breaking it down into simple shapes yet still has dimension to it.

An ice cream snow day: it had to appear edible yet fit within the cartoony universe.

BD: What about the UPA influence?

CM: Yeah, we love limited animation like UPA and Disney's Pigs is Pigs style. We were really interested in pushing this stylized place in CG.

PL: A lot of it came in with our approach to animation, don't you think?

CM: Uh-huh. And like the way that they move. There's this character Manny, who's this silent cameraman that works with Sam [the weathergirl who hides her intelligence behind a perky façade voiced by Anna Faris]. He's constantly walking around with his legs coming out of his shirts. He stays perfectly still but his legs are moving around. We try to do that type of stylized animation as much as possible.

BD: And the town?

CM: And for the town, we didn't want it to be a stock animation town. In the book, Chewandswallow, where it rains food, is very quaint and picturesque. We wanted it to be based on observation. And we wanted it to be emblematic of the way towns and cities look nowadays. So it wound up looking a lot like Culver City. And a little bit of Korea Town.

PL: Yeah, that was the big observation: it's the origin of Chewandswallow, so it starts out as this sardine canning town, Swallow Falls, and then undergoes this facelift, much like Culver City.

CM: We also wanted it to be a town with no zoning -- they were poorly managed. We wanted to show that it didn't have great governance. And then when it turns into a tourist destination of Chewandswallow, it gets a veneer facelift and becomes bright and happy and fun, but there's still air conditioning ducts on the roofs and power lines.

PL: It kind of goes from being old Third Street Promenade [in Santa Monica] to new Third Street Promenade. We were also inspired by Roger and Me and the depiction of Flint, Michigan.

And then there's Flint's lab, which is just the coolest place ever, so we geeked out on our favorites -- there are elements of Tron and Fantastic Voyage, very cool for a geeky guy with limited resources.