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Paul Lasaine Talks the Not So 3D World of ‘What If…?’

The production designer on Marvel Studios’ and Disney+’s first-ever animated series discusses the difficult, tireless work his ‘five-headed Hydra’ team performs poring over every detail of the stylized, mostly 2D show’s environments, lighting, color, and cinematography.

A five-headed Hydra. That’s how production designer Paul Lasaine describes the team - himself, two art directors, a 3D layout supervisor, and an animation supervisor – that works tirelessly to create the highly stylized world of Marvel Studios' first-ever animated series, What If…?, now streaming on Disney+.

“We're all working together to create this thing,” says Lasaine, also known for his production design work on The Boxtrolls and visual effects on Mortal Kombat and The Lord of the Rings trilogy. “It's so much work. It's like we have to all divide and conquer.”

Inspired by the 1977 Marvel comic anthology of the same name, What If…? is directed by Marvel art department veteran Bryan Andrews and executive produced by MCU production icons Brad Winderbaum and Kevin Feige. The nine-episode series follows the alternate timelines and theoretical events of famous Marvel characters, their new stories observed by a non-interactive character called, “The Watcher.”

Starring fan-favorite MCU characters, including Peggy Carter, T’Challa, Doctor Strange, Killmonger, Thor and others, the series also features incredibly detailed environments, architecture, landscape, lighting, color, and cinematography. And Lasaine has his hand in all of it, from prop design to final compositing. 

“Everything that shows up on screen is under my domain, except for characters,” he explains. “There's nobody on the planet that's going to be able to lead MCU characters better than Ryan Meinerding. The guy’s been doing it since the beginning on all the live-action films, so he's got that nailed, which is a godsend because there's so much to do on this show.”

He adds, “But obviously, I can't do it all myself. I've got a large team of people and a number of vendors that are all involved. I've got two art directors that I work with very closely - Kristina Vardazaryan is in charge of color and painting style, and Cynthia Halley is in charge of design and 2D layout. Then there’s our animation supervisor Stephan Franck, and Simon Dunsdon, our 3D layout supervisor and essentially the cinematographer.”

According to Lasaine, Halley receives and approves, or disapproves, the 2D layouts that will become the designs for all the backgrounds. The approved layouts will then go to the painting department, where Vardazaryan will give notes and feedback. Though Lasaine sees everything as well and offers his own notes, he says most of his days are spent compositing finished shots, oftentimes with Dunsdon. And while they all have their own roles to play, the team works closely to perfect the complicated aesthetic of a show rooted in 2D with a 3D look. 

“We've got a small team of designers in our department, and we work very closely,” says Lasaine. “So, we'll do key scenes, and we'll design sets. And, whenever we design a set, we'll do at least one or two full illustrations of that set, in the lighting style and compositional style that we want for that particular location. Those pieces of artwork then become the touchstones for the rest of a sequence, and then the rest of the episode.”

And these illustrations can actually be seen by fans while watching the series. 

“At the end of each episode, you're seeing all these paintings, kind of like still art,” notes Lasaine. “Those are our paintings. That’s our concept art, or a concept piece coming from our department.”

Lasaine points out that while his team’s designs are based on artwork by great American illustrators like J.C. Leyendecker and Dean Cornwell, they’ve also diverged a lot from those initial ideas and invented their own style, with film and television inspirations built on top of Leyendecker and Cornwell classic paintings. 

“We love David Fincher and Roger Deakins stuff for certain sequences,” he shares. “Sometimes we light certain scenes like they did in the new Blade Runner [2049]. There's TV shows that we love, like Peaky Blinders. We'll pull photo references and deliver that stuff to the vendors. We also do a ton of these little, tiny paintings, that we call color keys, for the whole episode. And those also become our guides.”

But the biggest guides for Lasaine and his crew have been classic 2D animations, helping them to create a primarily 2D world in What If…? that gives the illusion of being 3D. 

“We know we're in a fully three-dimensional world, but old-school 2D animation, like Pinocchio for crying out loud, was always really great at creating beautiful three-dimensionalities of this incredibly lush, very tangible world,” Lasaine explains. “So, one of the things we did was limit the camera moves. We're really playing up the multiplane aspect and trying not to actually move the camera physically. If we move the camera physically, we're replicating reality by breaking it up into planes of flat space, and then moving the camera through that, just like you would in an old-school 2D animation.”

He adds, “If you know the difference between 2D and 3D animation, look at the show closely. You'll see that a lot of our stuff really is flat 2D. There are a few that are 3D, but not many.”

With so many explosive action sequences and set designs that just glow on screen, it’s hard to believe these animations are actually flat, rather than full 3DCG. But, according to Lasaine, that’s the result of his team’s diligence and incredible attention to detail. “We've spent a lot of time making sure that when we do these 2D layouts, the perspective is dead-on,” he says. “Cynthia is really our expert on that and hammers the vendors to make sure that eye lines are correct, that the perspective is accurate, so when the cameras do move, it all works together. It's very, very tedious. Good, quality technical illustration is what it comes down to.”

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Victoria Davis is a full-time, freelance journalist and part-time Otaku with an affinity for all things anime. She's reported on numerous stories from activist news to entertainment. Find more about her work at