Lord & Miller Chat Up 'Cloudy'

Inspired by the beloved children's book, Cloudy with a Chance of Meatballs (from Sony Pictures Animation, opening Sept. 18 through Columbia Pictures) is the first big test for the new regime headed by Bob Osher and Hannah Minghella. It's a commercial CG family film that plays to Sony's strong character animation strength. But it's also fun and quirky and perfect for 3-D, with food falling from the sky like rain, only to turn into disaster.

Talk about fun and quirky, first-time directors Phil Lord & Christopher Miller (who exec-produced Clone High and co-exec produced How I Met Your Mother) recently gave me a private tour of SPA, showing off Cloudy clips, concept art and look development. The entertaining duo enthusiastically chatted up Cloudy with all of its stylistic and technical opportunities. They will be presenting Cloudy at Comic-Con 2009 next Thursday at the San Diego Convention Center (3-D footage in Hall H at 12:45 p.m. followed by an SPA panel at 2:00 p.m. in Room 6DEF).

Bill Desowitz: This project has been in development for several years. But the new regime clearly believed in it and made it the first priority to see it through. How did you get involved to make it happen?

Christopher Miller: This book was a favorite for both of us and when we found out that Sony had the rights, we were so excited that we forced them to let us be involved. So we tricked them into letting us write and direct the movie.

Phil Lord: Yeah, it was a childhood dream to realize the book as a movie and the coolest part was to make it an immersive 3-D movie.

BD: The timing couldn't be better.

PL: Yeah, when we came on 3-D was just starting, and we thought, "This is the perfect movie in 3-D, with food falling from the sky." It would be a very immersive experience and in three dimensions it would make it extra perfect. And at first they [groaned]. But then they realized it was the perfect movie for 3-D.

BD: Was the 3-D done earlier than past Sony movies?

PL: Yeah, it was actually done as it happens. As we finish a sequence in lighting, we're sending it off to the 3-D department, which is great because we can get feedback dynamically.

CM: This is the first one they're doing through the production, which is way better. So it's also good knowing from the beginning that it was going to be in 3-D so we could compose the shots properly for it.

BD: What did you look at for 3-D reference?

PL: When we first started, we looked at what worked and didn't work on Beowulf because they had it all here and they were able to get some good action scenes that didn't hurt your eyes and didn't pop depth wise. So we looked at that a lot.

CM: And we did look at Open Season a lot and basically stuff that's been going on here. What I'm sure everyone is saying is that the experience is better when the screen is like a window to a very deep environment so that it's drawing you in. And believe me, we do plenty of coming at ya moments…

PL: There are gags, but it's far less effective than the more subtle stuff. The thing is: it's easier to get the stereoscopic effect if there's nothing touching the borders of the frame so you have to do some convoluted things. But with this, with food falling from the sky, it's all about things already floating in mid-air. When you see the trailer play in 3-D, you see the kids jump up and try and grab the hamburgers, which is super fun.

BD: So what was your take on this?

PL: Our take was: How would you treat this if it was an Irwin Allen [disaster] film?

CM: Or a Michael Bay movie?

PL: We let this event of food falling from the sky very seriously and let the comedy come from the fact that that's a donut smashing into that car and not a big, scary meteor.

CM: And the basic plot that we pitched was the same: Geeky scientist Flint Lockwood [voiced by Bill Hader] invents a machine that accidentally makes it rain food and at first it's amazing and everyone loves it -- there's an ice cream snow day and a giant jell-O mold that you can bounce around in-- and then the food takes a turn for the worst and you've got a spaghetti tornado and pickles crashing into buildings and a pancake on the school and they have to band together and save the day.

PL: It was basically the plot of the book, so we tried to keep as many of the fun, whimsical moments, but give it more of a story with characters and stuff.

BD: And so how did you make that work?

CM: We started with a standard character list like Jurassic Park: a scientist, a reporter, a cop and we took all of those stock characters and gave them a special twist.

PL: Flint Lockwood is not really a working scientist -- he's an aspiring scientist. And everything that he makes is just a little off. And that's great because he really wants this food-making machine to be a success and that's what drives the film. And we gave the other characters a unique comedic take as well.

CM: So visually we were inspired by the absurdist, whimsical, fantasy ideas from the book. And from a character design standpoint, we like a cartoony aesthetic that stays away from the Uncanny Valley. So we were inspired by the Muppets, which are simple designs but work really well in three dimensions, and the illustrations we were most inspired by were from Miroslav Sasek, who did the This is London and This is Paris books.

PL: That is more or less the starting place: highly stylized and something that still has an epic scope and based on observation, breaking it down into simple shapes yet still has dimension to it.

BD: What about the UPA influence?

CM: Yeah, we love limited animation like UPA and Disney's Pigs is Pigs style. We were really interested in pushing this stylized place in CG.

PL: A lot of it came in with our approach to animation, don't you think?

CM: Uh-huh. And like the way that they move. There's this character Manny, who's this silent cameraman that works with Sam [the weathergirl who hides her intelligence behind a perky façade voiced by Anna Faris]. He's constantly walking around with his legs coming out of his shirts. He stays perfectly still but his legs are moving around. We try to do that type of stylized animation as much as possible.

BD: And the town?

CM: And for the town, we didn't want it to be a stock animation town. In the book, Chewandswallow, where it rains food, is very quaint and picturesque. We wanted it to be based on observation. And we wanted it to be emblematic of the way towns and cities look nowadays. So it wound up looking a lot like Culver City. And a little bit of Korea Town.

PL: Yeah, that was the big observation: it's the origin of Chewandswallow, so it starts out as this sardine canning town, Swallow Falls, and then undergoes this facelift, much like Culver City.

CM: We also wanted it to be a town with no zoning -- they were poorly managed. We wanted to show that it didn't have great governance. And then when it turns into a tourist destination of Chewandswallow, it gets a veneer facelift and becomes bright and happy and fun, but there's still air conditioning ducts on the roofs and power lines.

PL: It kind of goes from being old Third Street Promenade [in Santa Monica] to new Third Street Promenade. We were also inspired by Roger and Me and the depiction of Flint, Michigan.

And then there's Flint's lab, which is just the coolest place ever, so we geeked out on our favorites -- there are elements of Tron and Fantastic Voyage, very cool for a geeky guy with limited resources.

CM: We wanted him to aspire to a very cool lab that a very well funded super scientist would have but for all the elements to be things that he's made himself. In that sense, he's more like an artist: he created this whole environment out of cardboard and plywood and paint.

PL: And the main relationship in this movie is between Flint, a progressive guy who is trying to make the world a cooler place, and his dad [voiced by James Caan], who's an old-fashioned, blue collar, tackle shop owner who doesn't understand his son and where he's coming from.

BD: And what about the food?

CM: When we designed the food, we knew it had to feel really, really edible and really appealing. But it had to retain a very realistic quality to it and had to work within the cartoony universe of these characters.

PL: The ham is a really good example. It feels like a really delicious cartoon ham.

CM: We tried to make the silhouettes as streamlined as possible, but then [retaining] all the textures and lighting information.

BD: Was there a lot of R&D into getting the food to look right?

PL: There was some, like the interior of the Jell-O mold was very difficult because it was jiggling and warbling and light was refracting.

CM: I think at the time, Rob Bredow [the visual effects supervisor, now elevated to CTO], told us it was the most complex CG set that had ever been attempted [at Sony]. And then they did a lot of work with making the food land and pile up. And they had to build a lot of software to make that feel believable. A cheese burger is a totally different element and you don't want it to feel like a chew toy. It had to flop and the lettuce was treated like lettuce and we ultimately had this giant food avalanche and having them all interact with each other without having something that was hand-animated was a big software challenge.

PL: To make those sims look convincing and also fun and cartoony and to have the right dials on them so that you could keep them from being so realistic that they tend to take you out of the movie was a challenge. And the Imageworks guys were unbelievable.

CM: And there was a lot of R&D work in designing flexible rigs for the characters because in this cartoon shape they go way off model. Their mouths go really wide or their arms bend where they shouldn't and so they need to make the skeletons in ways they never did before.

PL: And this is the first movie where the Arnold renderer [first used on Monster House] has been employed and been able to do complicated things like millions of hairs where it has to calculate how the light bounces off of every individual hair. But it makes the lighting incredible.

CM: So you wind up setting up scores of lights and there are moments in the movie where you swear that it's natural light.

BD: How do you guys work together and what are your specialties?

PL: We've always been partners on every step of the process. I suppose there are subtle differences in our comedic tastes, but we both trust our opinions on everything.

CM: It's not like one excels more at story and the other at visuals. We both have very strong opinions and it's a complete collaboration from the script all the way through the lighting and the finals.

PL: Most of the time we agree.

BD: Do you both direct the voice actors?

CM: Yes, but we tend to alternate -- it's not good if we talk at the same time.

PL: What's really important in that situation is knowing what we want ahead of time so we're prepared and it's not confusing.

CM: It's almost like being a couple in the way we know what the other is going to say.

PL: You also start to compensate a little bit. I can be more experimental because I know that I have another guy there to stop me from going off the deep end.

Bill Desowitz is senior editor of AWN and VFXWorld.

Bill Desowitz, former editor of VFXWorld, is currently the Crafts Editor of IndieWire.