Creating the Memories
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by Bill Kroyer
Sue and Bill Kroyer
This article is adapted from the keynote
address Bill Kroyer gave at the Ojai Animation Conference, in Ojai, California,
on July 22, 1995. The Conference, designed as a retreat for the animation
industry, was sponsored by the International Animated Film Society, ASIFA-Hollywood,
in association with the Ojai Film Society. When Kroyer gave the talk, he
had recently started working as co-director on Warner Bros. Feature Animation's
first film, now entitled The Quest for Camelot, which is being
co-produced by his wife, Sue Kroyer.
Today, animation is exploding. And with billion dollar animated films, direct-to-video
and CD-ROMs, there are big profits to be made. That's OK, after all, it
is an art-industry. People forget the hyphen, but you need money to do this
What I would like to discuss, though, is not so much the business of animation,
but what it means to be an artist and animation as an art form. I'm going
do this from my own perspective, looking back on my career and what I've
Back in the 1960s, it was said that President Nixon was asked why he didn't
think there was a recession. He said, "Well I have a job, and all my
friends are working." Well, I'm happy to say that, all my friends are
working now. It wasn't always like that; but now they are and that's part
of what's great about the animation industry today.
I came out to L.A. in 1975 and immediately went to Disney to get a job.
They wouldn't take me, because I didn't have an art school portfolio. Instead,
I got a job in a small commercial studio, where my first assignment was
erasing the stretch lines off of Mr. Clean's pants, because he looked too
virile. My second assignment was to put pants on elves, because they only
had shirts on and somebody finally realized they were naked. That is when
I learned the two most important principles of animation: It will go by
so fast that you'll never see it; and if you can't make it good, make it
loud and fast.
I Really Feel Sorry For You Kid ...
I finally ended up at Disney in 1977, which was an interesting place to
be then. It was the link to the Golden Age. You are probably hearing about
how we are going into the second Golden Age, which I think might be true.
Yet, in those days everybody sat around and moped, feeling bad about the
fact that they missed it.
We used to have guest artists come over who would say, "I really feel
sorry for you kid, you missed the Golden Age. Your life is worthless. Why
bother? You weren't there!"
Some of the Nine Old Men were still there in 1977, including Frank Thomas,
Ollie Johnson, Willie Reitherman and Eric Larson. But the studio was still
stuck in a time warp, technically and creatively. If you asked them why
they were not innovating, they'd say, "Because we do what we do best,"
which meant they just didn't dare touch the formula that Walt had left behind.
If you were an artist who had been transported from Disney in 1941 to 1977,
there wouldn't be a whole heck of a lot of technology that you would not
instantly know about. You knew about peg bars, reinforcements, pencil tests
and the multiplane camera. You might discover Xerox machines and reel-to-reel
pencil test machines; but beyond that nothing had really changed.
In the 1970s, the industry was in a real slump. Disney was the only studio
making realistic features, and even their films had reached bottom. Then
some milestones came up and things started to change.
And Along Came Tron
Many people see Who Framed Roger Rabbit as the big milestone. That's
the one that made the money. Yes, but there was another that may have been
even more prophetic:Tron, made by Disney back in 1982.
I had left Disney earlier because I didn't want to work on The Black
Cauldron. I happened to land in the lap of Steve Lisberger, who was
making Animalympics. Mind you, this was not the world's greatest
film, although it was a feature film that was completely hand ink-and-painted
by nine people in a warehouse in Venice, which is pretty amazing. After
Animalympics, we developed Tron and took it to Disney.
Tron became a revolutionary thing. When we first starting working
on it, we didn't know how we would do it. It was just an idea about a guy
and a computer. But when we showed up at Disney, something started happening;
it was almost like putting a blue light on the back porch and having flies
from all over the neighborhood come to it. Every guy in the United States
of America that was into computer graphics showed up to work on it. It was
like the Crusades. Suddenly, I realized we were seeing this little tiny
tip of an iceberg of what had been going on for years.
© 1982 Walt Disney Productions
Tron was the beginning. It was the moment when computer graphics
made its first contact with the animation industry-like the sperm and the
egg. It was neat, because nobody had ever done it before. There were no
experts around. So, I inherited the position of Director of Animation. Luckily,
I caught on to it pretty well.
It is incredible when you look at the people who worked on Tron,
who are now key players at places like Pixar, Rhythm & Hues, PDI and
Digital Domain. All these young guys couldn't believe somebody was really
going to hire them to do this type of work.
Inner-Penetrating Objects and Fractal Walls
It was great. If we wanted to do an effect, we'd tell these guys, "Invent
it." They had no software for it, so they would sit down and write
Then they would say, "We wrote some software that does this. So, we
would make up something in the story to use it. For instance, they were
so ashamed when they showed us inner-penetrating objects. But we thought
that was pretty cool and we actually made up a neat character composed of
On the other hand, I once gave an assignment to do a scene where a ship
flies out of a hanger. After waiting eight weeks, I asked, "Where's
the scene?" They said, "Oh man, you're going to be so thrilled.
We built a fractal wall." I asked, "What's a fractal wall?"
Well, it was this thing that looked like a rock wall, the kind of thing
a background painter could have done in about six hours. They worked eight
weeks on it and only they would know it's a fractal wall.
That's a problem you always have. The idea is to do things that are cheap
and look good, not things that are expensive which nobody notices. To me,
that's a cardinal rule of filmmaking.
Tron was an unusual picture. It's where all this technology came
together and started to be utilized. Looking back now, it was somewhat primitive,
but it was weird mix of human effort and technology.
If you watch the credits, you'll see a couple hundred Chinese characters
at the end: those are the names of the artists who painted mattes in Taiwan.
A year later, that was totally obsolete. Computers could do all that. That's
how fast it changed.
The movie had story problems and was not a big hit. In itself, Tron
did not revolutionize the animation industry, but it did give encouragement
to the computer industry.
After Tron, I looked around and still didn't see anything great
happening in animation. So, I chose to stay in computers and worked at Robert
Abel and Digital Productions.
© 1982 Walt Disney Productions
Computers and Crayons
I remember we had the only Cray supercomputer not dedicated to defense interests,
which was used for the absolutely illogical purpose of making films. Actually,
it wasn't totally illogical, because creating graphics was important. (We
got the Cray because John Whitney's father, who had done the very first
computer animated films using a World War II bombsight, was known in the
The Cray was a cool computer, able to do six billion computations a second.
It was engineered to such a high level of performance, that it was actually
designed to crash three or four times a day. And the only people who could
start it back up again were people from Cray. So, when you bought a Cray,
they sent people who would live with it, called Crayons, in a trailer in
the parking lot.
The Cray was so fast that none of us could actually "speak" to
it. We first had to speak to VAX computers, which then built up enough information
until they felt worthy to approach the Cray. They would then shoot it over
to the Cray, which would then compute it.
At the time, we started doing the first hierarchical animation of figures.
This means that when you move an elbow, everything underneath it, like the
wrist and fingers, will follow. It sounds trivial now, yet back then people
were just starting write this type of software.
The first time I animated a human figure using this software, I did a dancing
cycle. Some people looked at it and said, "Wow, how did you do that?"
But one of the programmers said, "That's just key frame software."
They usually think that way. They hate to think that it takes a skill that
can't be canned.
Then came Roger Rabbit, which made big money and showed that animated
cartoons could appeal to adults and things started to change. Technology
played an important part in that film and allowed animation to be sophisticated
and hip again, and business started booming.
My wife Sue and I started Kroyer Films in 1986 to combine computer and hand
animation. Although I enjoyed working with computers, I always missed drawing
and the illusion of cartoons. I wanted to create something that would allow
the computer to blend easily with the pencil, which I still believe is the
animator's greatest tool, as it gives one the most freedom to create an
We put together a software package that allowed a computer to draw out on
punched animation paper using a plotter. It was unbelievably fast. Artists
used to look at it and you could see them staring into the abyss of their
own careers disappearing.
The truth is that computer people like to think that and artists often fear
that. So we made Technological Threat, which was about just that.
It showed organic cartoon characters being threatened by computer animated
characters. We did the former by hand and the latter, of course, with computers.
There was this heavy philosophical depth to the movie, which the French
really appreciated. No one here did.
Technological Threat spoke to the question of: What is this technological
revolution doing to the artist and to art? Well, animation as we know it,
is both gaining and loosing, but it's losing less than it's gaining.
The Servant-Master Relationship
Which brings me to what I call servant-master relationship, which is my
obsession about how the industry should work. That is, the master is the
vision and the servant is the technology.
There has been this battle ever since I've seen these two working together
in Tron. It's natural, because much of the work we do is technology
based; it's also natural that the toolmakers believe that they are the best
ones to use them, but it doesn't work that way. You go to hear Rubinstein
play, not the guy who made the piano.
It's one of those things you have to be sensitive about, because you have
to appreciate the skill of the person who knows how to use the technology.
But there has to be a level of judgment about their ability to use it with
The computer world is a Cartesian world which exists in an XYZ place, which
seeks to create an artificial three-dimensional environment. It tries to
reproduce real dimensionality, physical space and shape.
That's valid. Yet, in my opinion, much of the magic of our art comes from
illusion. That's what makes people's heads get connected. What goes on the
screen may make no logical sense, but it conveys very clear emotional feelings
which can be really funny, poignant and beautiful. As a matter of fact,
the less sense it makes and the more emotional it gets is one way to judge
how great it is.
Probably the most famous thing in animation is Mickey Mouse's ears. You
can't do Mickey's ears in 3-D. You look at those outfits at Disneyland and
they're not right. Mickey's ears are supposed to crawl around, that's why
they are cool. It's the art of the cheat, which is essential to the greatness
Rotoscoping and live-action reference, for instance, are OK as reference.
But it's not OK if it starts taking away the animators' initial vision of
how to play a scene. An animator starts with a blank piece paper on which
he can create anything, including somebody with both eyes one side of his
head-which is perfectly OK. Live-action reference has very limited uses.
The same goes for motion capture, which is essentially the same thing.
I prefer motion to be stylized, because the essential part of the art is
movement. You've heard the saying that great animation is not drawings that
move, but movement that is drawn. What you are doing is creating drawings
that, when looked at individually, may look bad or illogical. But when looked
at all at once, they are magical. That's our art form. That's what we do
that nobody else can.
So, if you're going to work in computer animation, stylize it; bring exaggeration
and caricature to it. If you do that, then you are taking it to a place
that nobody else can. How many artists get to do that?
Learning to Cope
Technology leads artists to cope in many different ways. One is by learning
how to use the tools. But it's interesting how other things happen. I'll
give you a brief example from a project we worked on and how our traditional
animation staff had to deal with a new medium.
We did a video game called Pitfall:The Myan Adventure for Activision.
They wanted regular, Disney-style, cartoony animation. None of our staff,
though, had ever done that in a video game and, in the process, found out
some interesting things.
Usually, before starting to animate, animators want to know: What's the
story? What are the gags? What's the point? Who are the characters? We started
to get into that and developed Pitfall Harry's personality and his walk.
Yet, when the story people started working on gags, we discovered was that
in video games gags (as we think of them) are almost meaningless. The only
thing valuable to the game is game play-the thing the player makes Harry
do and how he reacts. That's what sells the game. It's the coolness of how
he leaps, or jumps, or kills, or fights or dies. That's what they consider
what we used to call a gag.
In animation, one of the first things you learn is to anticipate and follow
through. But, in a video game you can't anticipate. The player doesn't want
to wait around-when he wants to get a punch, he want to get a punch.
We had to figure out how to make the motion work quickly, without some of
the traditional things we usually used, like power and force.
We also had to do something called linking, where every bit of animation
had to link in and out of all the other animation. It's kind of weird. An
animator usually gets a scene and thinks he can work with from the start,
but this had a strange extra layer of restrictions on it.
Another thing we did for is that we scanned all the drawings into a computer,
building up a library of 1,300 individual drawings. So, we could literally
build our scripts out of those drawings in any order we wanted. We may have
only done 120 intentionally animated motions, but you could build others
by grabbing and stealing different things.
There were a lot of other things that make it really easy. Your color models
are all digital, so you don't have to sit there and mix paint. You can pick
from a million colors and instantly change them, which is really great.
And you don't have to send things out to camera.
When we did FernGully: The Last Rainforest, which we ink-and-painted
using traditional methods, we used 4 tons of paint and produced 16 tons
of finished art just to make one film. Now it's on a few tapes or disks.
Just a Glorified Pencil
With all these cool tools and tricks coming along, the tendency is to get
mesmerized by them. That started to happen on Tron. People would
get caught up in a really cool tool and they think that, like the fractal
wall, it would be interesting, in itself, to the audience. The audience
couldn't care less about that. You have to remember that. The truth is that
technology is still just a glorified pencil, something to make a vision
My basic approach is not to compromise these two worlds, but to compliment
them. Don't lower your artistic vision by having a tool user supply the
vision. Don't minimize the technical wonder of the vision by having an artist
who can't work the tool as well. We need to be aware of the technology.
Learn about it, evaluate it, find out what you can do with it, how it relates
to you, and make good choices as how you will be involved with it as an
artist. And, of course, we need to communicate to the audience.
A few years ago, Sue and I went to the Lawrence Livermore Laboratory, in
Northern California, where I spoke at a conference on scientific visualization.
While we were there, we saw a lab where they were working on memory.
They had a device called a tape silo. It had hundreds of tapes on a rack
with a computerized arm; when you asked for a certain piece of data, the
computer would know which tape had it, the arm would then take it out and
They had just put on-line some new optical storage disks, which took up
much less room, but were were also working on a couple of devices they hoped
would expand memory even more, something visualization needs lot of.
Their job is to expand memory. Our job to create the memories. That's what
we do in our business.
Remember, the vision is the master. Keep it in mind as we grow as an industry
and let's hope we can all say for years to come that all of our friends
Bill Kroyer, second from right, at the 1995 Ojai Animation
Pictured left to right are Pat and Tom Sito and Terry Thoren
Photo by Harvey Deneroff
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