Of course, it didn't help that Despereaux went through three sets of directors. First, there was Sylvain Chomet (The Triplets of Belleville), who contributed early character designs before being dismissed. After recently contesting his lack of acknowledgment, though, Chomet and production designer Evgeni Tomov (Triplets) do indeed receive screen credit for initial character designs. Mike Johnson (Corpse Bride) briefly spelled Chomet before Fell (Flushed Away) and Stevenhagen (a story artist from The Periwig-Maker, The Road to El Dorado and Sinbad: Legend of the Seven Seas) stepped in for the heavy lifting.

Despereaux went through three sets of directors: Sylvain Chomet and then Mike Johnson before Sam Fell and Robert Stevenhagen stepped in for the heavy lifting.

"The first two times had the least impact because they were early days," Lipman offers. "The third time we had started production and story and characters got tuned again and it's hard to weather that but we got through it. We leveraged off the very high quality that Framestore is used to delivering in live-action features. For Framestore, it was a chance to show our stuff in terms of acting. We're characters and not creatures anymore and we can really go to town on acting. And the great thing was that Gary didn't want something cartoony. He wanted heartfelt, real emotion. And the mantra was 'less is more' and he was pulling back the animators. And it helped having really great voice talent. Stylistically, the performances are very restrained. In the beginning, the character animators were like, 'What the f... ' But then they were totally into it because it was about nuance and minutiae. "

Ross maintains that he learned a great deal about animation not only from the directors but also from everyone else involved. "I think one of the biggest things is that you can keep tweaking performance. It's not like you shoot and it's over: you can alter the nuance. And that's a liberating experience. I learned about the process of animatics, which is an invaluable tool for me previsually in whatever I do. It's like shooting a virtual movie. You're doing all the same things as in live action but it doesn't exist tangibly anywhere. We had very copious lighting plans about where the actual source was. Diagramatically we would lay out where the lights had to be and where the sources were and making sure that everyone was sitting in the same universe. The hardest thing was diffusion. I don't think there was a time when we asked for less diffusion."

"We were lucky," Fell says. "For a while, it was sort of terrifying. But because the script was solid and it was shot listed, we were that much further ahead and you could start talking about everything you could do with filmmaking during the storyboard stage."

The filmmakers tried to put in as much information as possible in the storyboards including the intentions of the shots, the kind of lenses to use, composition and performance notes.

According to Stevenhagen, they tried to put in as much information as possible in the boards, "not just in terms of the intentions of the shots, but sometimes what kind of lenses we were using and composition already, and also to get some kind of performances from the characters out of the emotional beats in the boards and in the animatic. And the great thing was we had a story team that was primarily comprised of traditional 2D animators. That helped because these guys are all used to acting with a pencil and so that allowed us to give the acting quite a bit of detail. Of course, that had to be followed through."

"The three of us, and [cinematographer] Brad Blackbourn, and sometimes our editor [Mark Solomon], would sit and shot list the entire movie," Ross adds. "We would sit at my computer and shot list the way I would live action. And that's very unique for animation. Usually you turn the story department loose and everybody makes an independent kind of movie. [Shot listing] also made the movie affordable [at $60 million]. Whether we were right or wrong, we committed to a script and we committed to a shot list and made a lot of decisions early instead of trying to find the movie later.In this particular case, all of us sat together and came up with one vision for how we wanted to shoot it, and that's one of the reasons why the shot design and composition and cutting patterns are different here."

That's not to say problems didn't come up. "I remember we had to alter Roscuro's model one day [the rat that is given a heroic character arc by Ross in the movie]," Ross continues. "And Sam called me up and said, 'You may think you know what you're getting in these boards, but I'm telling you this model will not do that.' We had fallen in love with the way Rob had been expressing Roscuro's emotional life. And Sam told us we're kidding ourselves."

"The shape of his face was too ratty and you would never feel any warmth for him," Fell explains.

"It was a certain setback," Ross admits. "We were already in production at that point and we had to modify the model. But these are the calls that directors have to make when you know that an act of denial will kill you later on."