Sky Captain incubated for four years in Kerry Conran’s mind and suburban apartment before being turned into a CG extravaganza. All images ™ & © 2003 by Paramount Pictures. All rights reserved.

New York City, 1939: A time of optimism exemplified by “The World of Tomorrow” at the World’s Fair, while Europe is about to explode into a Second World War. That’s the backdrop for Sky Captain and the World of Tomorrow, the sci-fi adventure opening June 11 through Paramount Pictures that’s a breakthrough in 3D virtual set design.

At a small light industrial building in Van Nuys, California, where VFXWorld was recently given a guided tour and sneak peek of the estimated $70 million production, 40 computer animators toil away on Macs and PCs. On one modeler’s screen, our heroes, ace aviator Sky Captain (Jude Law) and intrepid reporter Polly Perkins (Gwyneth Paltrow), appear dwarfed by a 3D map of a large museum hall with dinosaur exhibits. Meanwhile, on a nearby compositor’s screen, planes are layered in over mountaintops in black and white as Sky Captain shoots down zeppelins in his P-40.

But that’s not half as thrilling as seeing the 22-minute show reel, highlighted by New York being invaded by giant killer robots and a squadron of destructive flying wings, or some final shots of the mayhem on HD TV with full color rendition.

The mechanized retro look of Sky Captain evokes the Fleischer brothers’ Superman cartoons, particularly the image of the robots attacking the metropolis; and its industrial design pays homage to the likes of Alex Raymond, Raymond Loewy, Norman Bel Geddes and Hugh Ferris, with its sleek art deco buildings, museum halls and science labs. Colors are muted, like hand-tinted photographs or even three-strip Technicolor movies of the period.

Except that virtually every shot was filmed with a bluescreen background in Van Nuys and on London stages, pushing the boundaries of virtual set design to new CG heights. Just to give you an idea of what this means: There are currently 2,031 CG shots in Sky Captain compared to 1,450 in The Return of the King. The sheer volume of bluescreen and compositing work is an industry leap, according to visual effects supervisor Darin Hollings. They are outsourcing a third of the movie, in fact, to half a dozen effects houses, including Luma (which is doing underwater work) and Engine Room. Hollings says the biggest technical challenge in pulling this off has been building a vfx facility “while trying to make the coolest movie of all time.”

It’s a fresh vision sprung from the fertile, sci-fi loving imagination of first-time director and CalArts grad Kerry Conran. The shy 37-year-old wanted to bring back the fun and innocence of the old serials — Buck Rogers meets Indiana Jones — but with a unique, retro look that was attained totally through cutting-edge CG means. After storyboarding and experimenting with archival photographs as CG backgrounds, Conran worked it all out on a computer and tiny bluescreen in his Sherman Oaks apartment home. After nearly four years, he finally made a six-minute show reel of The World of Tomorrow about a mad German scientist bent on world domination with his army of robots and flying wings. The show reel fell into the hands of producer Jon Avnet (Risky Business and Fried Green Tomatoes), who had never made a visual effects movie but was intrigued by Conran’s story and vision. “A movie by a nerd for a nerd,” Avnet cracks.

Although Conran wanted to make a black-and-white garage movie, Avnet had grander visions. Shoot it in color on HD, but make it bigger and up the stakes with movie stars. Law hired on as star and co-producer, and was able to persuade Paltrow to play his rival and old flame to create some Hawksian sparks. Then Avnet got Angelina Jolie to play Capt. Franky Cook of Britain’s Royal Navy, an old friend of Sky Captain’s (sporting an eye patch, no less) stationed in Nepal. To protect Conran’s vision from potential studio interference, Avnet sought indie financing, which was raised with the help of Aurelio De Laurentiis, who serves as exec producer.