'Happily N'ever After': John H. Williams' Return to Farcical Fairy Tales

Happily N'ever After is not your typical fairytale toon. Inspired by Grimm's classic tales, the film riffs satirically on the battle between an evil stepmother, Cinderella and the wizard. All images courtesy of Lionsgate.

The very title Happily N'ever After reveals that this is not a conventional fairytale toon. Though inspired by well-known characters from Grimm's classic kid-lit, Happily N'ever After riffs satirically on the battle between an evil stepmother (voiced by Sigourney Weaver) the heroine Cinderella (here named Ella and voiced by Sarah Michelle Gellar) and the requisite wizard (George Carlin) who takes a vacation and triggers chaos in the kingdom. In the tradition of Fractured Fairy Tales, Ella gets wise, leads the forces of good and finds true love -- not with the bumbling Prince (Patrick Warburton) but with a humble worker voiced by Freddie Prinze Jr.

Not surprisingly, the ads for Happily N'ever After tout the role of Vanguard Films ceo/producer John H. Williams, famous for producing PDI/DreamWorks' Oscar-winning Shrek franchise. Mentioning Shrek also primes audiences to expect wisecracks, which Happily N'ever After delivers non-stop.

While Happily N'ever After is being released in the U.S. on Jan. 5, 2007, by Lionsgate Films just five months before the arrival of Shrek the Third, it actually was conceived before 2001's Shrek, according to Williams. "Vanguard was approached originally about seven years ago by Berlin Animation Film (BAF) which had a fund allocating $100 million for animated projects. I had not heard of any film they produced that ever got to the U.S., but there was one television series that was a Grimm's fairy tale-based story. They had funds put aside to do a feature film version of it. Rob Moreland, the original writer, and myself talked about it and Rob suggested that we have the wizard go away on vacation and the bad guys finally get their turn to be in the sun. That seemed like a really good staring point. We wrote this script six years ago, and that's how we attracted the cast that we got. We recorded them probably five years ago. It was a long process of getting things worked out."

The Backstory

Among the issues that had to be addressed before Happily N'ever After began animation production was the fact that BAF had conceived it as a 2D animated film. But Williams recalls, "Foreign buyers said they'd be interested in it as a CG film." (Odyssey Entertainment, the film's foreign sales distributor, also helped orchestrate Lionsgate's U.S. distribution of the film.)

Shrek veteran, producer John H. Williams of Vanguard, was approached seven years ago by Berlin Animation Film, which wanted to invest funds in animated projects. The story for Happily N'ever After was born shortly thereafter.

In some respects, Happily N'ever After is a case study in how independent animated features come together through global partnerships. This is a familiar situation for Williams, who produced Vanguard's 2005 CG feature Valiant in Britain with funds from the UK Film Council. Though Valiant eventually garnered Disney distribution, the Council provided crucial production money. Its goal was to support work for British animators, and Williams sees parallels with German funding for Happily N'ever After. "BAF funded a build-out of a Berlin studio in 2002 called Berliner Film Companie (BFC), because all that money was predicated on it being spent on a German-based production."

So Happily N'ever After, with its roster of 120 characters, was animated primarily using BFC's 20,000-square-foot facility and 64-bit production pipeline. Paul Bolger, the film's head of story, got his first chance to direct, and BFC's then head of production Michael Hefferon served as co-producer. The project was exec produced by BFC's ceo Rainer Soehlein.

Williams also brought in Valiant co-producer Chad Hammes to co-produce Happily N'ever After. Vanguard people, says Williams, "were definitely hands-on. I made a lot of trips there. Every aspect of the storyboarding and design elements contractually required our approval. So we were very active."

An Independent Work Ethic

Williams has long predicted a growth of independent CG features as off-the-shelf software and affordable hardware proliferates. Happily N'ever After was animated using Autodesk's Maya, and rendered with Mental Ray software from Mental Images. (Except for DreamWorks' Shark Tale, most uses of this high-end ray tracing software have been for photoreal visual effects films, so Happily N'ever After helps showcase Mental Ray in the stylized CG realm.)

Happily N'ever After was animated primarily at Berliner Film Companie's 20,000-square-foot facility, using a 64-bit production pipeline.

Williams observes that Mental Images' founder Rolf Herken also was keen to support Berlin-based production. "Rolf definitely was instrumental in guiding the build-out plans for the BFC facility." But whether other productions will follow Happily N'ever After through the BFC pipeline is uncertain. The studio's website is inoperative and Williams notes that a principal in the German tax fund is reportedly being prosecuted. "So they've shut down all the tax funds in Germany."

The saga didn't end there, however. Once Lionsgate became involved with Happily N'ever After, Vanguard had the funds to complete some additions and revisions. According to Williams, Lionsgate also orchestrated the services of King of the Hill director Yvette Kaplan. "Originally we didn't know if there was going to be any money to do some additional animation work," he admits. To handle additional animation, Williams chose Nitrogen Studios in Vancouver Canada. Another Vancouver-based shop, Mr. X, provided the visual effects. The whole process required resourcefulness, asserts Williams. "One of the strengths -- and weaknesses -- of working with different crews is that you're always having to reinvent the process."

Once Lionsgate became involved with Happily N'ever After, Vanguard had the funds to complete some additions and revisions. King of the Hill director Yvette Kaplan was also brought on board.

The Shape Of Things To Come

The story behind Happily N'ever After highlights a key truth about feature animation today, especially for producers who want to keep a talented team together. As Williams observes. "You must have your next film in progress. Almost a year before you finish one film, you have to be able to roll over a full crew." With that in mind, Williams is currently building a Vanguard Studio in Vancouver and has brought over people from his Valiant team. They're christening the facility with the CG film Space Chimps (which has talents from Rugrats on board as well.) Set for U.S. release by Fox, Space Chimps also has the backing of IDT Entertainment, which owns a stake in Vanguard.

Keeping an eye even further out, Williams recently flew Oddworld games co-founders Lorne Lanning and Sherry McKenna to Vancouver to visit the new facility. Lanning's directorial feature debut Citizen Siege is on Vanguard's calendar, and Williams hopes the horror/thriller will attract Oddworld's many videogame fans.

But Canada may prove to be just one base for Vanguard, especially if U.S. and Canadian currencies continue to remain virtually equal. "Where there used to be a 30 cent savings on the dollar, it's almost at parity now. Canada has tax rebates, but it's complicated as to how and when you qualify. So these things really come and go. In the U.S. now there are lots of state tax incentives that are very significant, though those may be short-lived too. It seems these days that if you're trying to go the route of having some independence -- which to me is the Holy Grail of being more cost-efficient and creatively autonomous -- you've got to have independent financing."

Even though Williams has utilized a "good package of incentives" to animate Space Chimps in Vancouver, he says, "We're looking into the prospects of building a studio in the U.S. I'm very, very optimistic about that. It would be ideal if we could be Los Angeles-based."

But in the short term, you'll find John Williams flying regularly to Vancouver. After a very long-distance production like Happily N'ever After, he notes, "It's a much shorter trip than going across the Atlantic!"

Ellen Wolff is a southern California-based writer whose articles have appeared in publications, such as Daily Variety, Millimeter, Animation Magazine, Video Systems and the website CreativePlanet.com. Her areas of special interest are computer animation and digital visual effects.