"As an interior, it was a difficult matte painting to pull off. Not only was it necessary to create the entire environment, there were foreground objects very close to camera, which required a tremendous amount of detail," explained Nakada, who also served as matte painter on the shot. "Marcus LeVere modeled it entirely, and from those models, eight scope matte paintings were generated to cover the camera boom and dolly move. The mood lighting and gritty textures from the paintings were then projected back onto the 3D geometry."

LEAGUE employs an unusual visual device to indicate a flashback sequence that occurs when an old phonograph recording is played. Characters whose voices are heard on the recording are shown in black and white with the image degraded by grain and scratches as if it were an old film. R!OT artist Don Greenberg created the effect on a Discreet inferno system by desaturating the color from the production footage and applying grain and other "defects" to the imagery.

R!OT's shot list also included a sequence where Allan Quatermain (Sean Connery) shoves a villain against a wall, impaling him on the horn of a rhinoceros head. The horn that pops through the man's chest is a 3D element.

R!OT's team also included digital artists Don Greenberg, R. Edward Black, Kelly Bumbarger, Vanessa Cheung, Shuichi Sizouki and Ashlee Wismach.

R!OT Santa Monica is located at 702/730 Arizona Ave., Santa Monica, California 90401. For more information, call (310) 434-6000.