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'Max Payne': Ride of the Valkyries

Everett Burrell discusses the making of the nightmarish Valkyries and the strange drug-induced hallucinations in Max Payne.


The most "visible" aspect of the Max Payne's vfx is the Valkyries. Spin modeled and rigged the Valkyries in Maya and used Zbrush for detail work. Courtesy of Spin. All images ™ & © 20th Century Fox Filmed Corp. 

Max Payne is certainly not the first movie adapted from a videogame, but it is one of the rare few that try to provide a little bit more than a simple ride. The recently released Fox movie follows the dramatic adventures of DEA agent Max Payne (Mark Wahlberg) whose wife and child have been brutally murdered. Max embarks on a quest to find those responsible, but in the process, ends up venturing into the underworld where he will meet his own demons.

In the videogame format, Max Payne is a straightforward cop vs. mob shooter, but in the film adaptation, the hero confronts supernatural elements, as a key part of the plot involves a hallucination-inducing drug called V. To visualize this, director John Moore turned to Visual Effects Supervisor Everett Burrell (The Mist, Sin City, Hellboy) who, with VFX Producer Ken Wallace, oversaw the creation of 264 shots throughout an intense 15-week post-production schedule. "The shot count surprisingly stayed very close to the initial pre-production estimates," Burrell says. "We had originally planned for 170 CG shots, plus approximately 100 rig and wire removals."

The sequences were broken down as follows:

  • 3D work

    Spin (Toronto): 107 shots

    Soho (Toronto): 30 shots

    Mr. X (Toronto): 12 shots

  • Production fixes, rig and wire removals, simple composites

    Himani (Burbank): 41 shots

    Modern Film and Video (Burbank): 74 shots

A Stylized Look

One of the key issues was the stylized look that the director was after. "John Moore had very specific ideas for the look, somewhere between Sin City and The Departed," Burrell adds. "From day one, he said that he wanted the visual effects to enhance the film and not to replace it. So, the intent was to always shoot the film with as many practical effects as possible, and use visual effects only when necessary. The main challenge was trying to be faithful to the script and to the concept art. Keeping on budget and on schedule was always an issue too."

The most "visible" aspect of the film's vfx was the Valkyries, nightmarish winged creatures that may be real -- or not. Burrell recalls that Moore wanted them to be very demon like and always taunting Max. "The only way they can get a hold of him is if Max makes a mistake and dies. Once Max is dead, they can torment him for eternity. They were designed by illustrators Chris Roswarne and Rob McCallum. Once John signed off, we gave the artwork to Spin in Toronto. They modeled and rigged the Valkyrie in Maya, and used ZBrush for the detail work. It took a while to get the feathers to look correct. The self-collision and wind dynamics were all done in Maya. The key was to get the specularity and transparency correct."

The Valkyries' performances were created using keyframe animation. "We also built a practical Valkyrie suit and make-up that was worn by performer Mako for certain shots. Originally, we used him as our point of reference for animating the CG Valkyries. Mako is a great dancer and performer, but John wanted to tone it down. He wanted the Valkyries to have a slow motion quality to them, almost as if they were underwater. I feel it really helped them not to look and feel 'CG-ish'.

The Valkyries were designed by illustrators Chris Roswarne and Rob McCallum. Their performances were created using keyframe animation. 

"There is one 'hero' shot in which a character is pulled out of his apartment window by one of the creatures. We shot the plate at 150 fps using a high speed rail called 'DoggiCam'. As the camera dollied very rapidly through the set, the actor was pulled by a cable out the window onto a green screen exterior. Once a take was picked by the director, SPIN tracked the shot and animated the Valkyrie pulling the actor out of the window. They also added a CG city environment and CG snow."

Drug Vision

Besides the Valkyries, the film's other major vfx challenge was creating the strange drug-induced hallucinations that some characters experience. The visions were based on concept art developed by the director and his team. Burrell started by selecting an appropriate vendor for this unusual vfx. "When we started preparing the movie, one of the first things that we did was to shoot some elements with my HD camera of the docksides and city skyline. We also shot John's assistant on greenscreen to double for Max Payne. With all these elements and the concept art, we sent the test packages out to various vendors. There were about 10 vfx vendors around the world, and the best test was to win the gig. Spin's test turned out to be the most promising.

"The main visual theme in Max Payne is snow and the storm around New York," Burrell explains. "When the drug vision kicks in, the snow changes from snowflakes to embers. The sky then turns into flames, and we see Valkyries swarming in the sky. Spin created all these elements, including the matte painting of the New York skyline. The snow and embers were done as a particle simulation in Maya."

The other major vfx challenge was the drug-induced hallucinations which change the snowflakes to embers. Spin created all these elements, including the matte painting of the New York skyline. Courtesy of Spin.

In the key hallucination scene, we see Max in a room that is being torn apart by a supernatural fire while the camera circles around him. To create this shot, the team filmed Wahlberg on set with a circular track around him and a bright light above his head to simulate the sky on fire. Spin then rotoscoped the actor out and recreated the ceiling in CG, so it could break away and reveal the Valkyrie world above. "John wanted it to appear as if the camera was in the eye of a hurricane in Hell. Spin used rigid body simulations to tear the ceiling apart. The fire was created by mixing and compositing practical flame and explosion elements on an Inferno. The Valkyries were all added in via keyframe animation."

CG building

Although the supernatural formed the most creative and visible aspect of the film's visual effects, the team also digitally crafted realistic city environments. A lot of city enhancements involved making Toronto, where the film was shot, look like New York City. "John had some early concept art of what he called the Ghost City," Burrell says. "It was this back-lit monolith type of buildings that looked really unique. So, all of the buildings in the city extensions are slightly stylized to give them that 'Ghost City' look."

There was a particular building that needed to be created from scratch: the Aesir Corporation headquarters, where a major action sequence takes place. John Moore found a building in downtown Toronto that was suitable, but he requested a CG extension to give it a more high tech look. "The upper half of the Aesir building is all CG," Burrell notes. "It was built by Mr. X. For the explosion sequence, we shot quite a few practical explosion elements that Mr. X used and enhanced with various CG elements, which included concrete, glass and paper. The helicopter was real at all times, as John is a very big fan of aerial footage and keeping it real as possible. We tried to have a big light go off inside the building as a cue for the explosion, but it was not possible. It helped that we blew up the CG part and not the real part of the building, as we could light it correctly. Another really cool trick was that we got the geometry from the building by looking for it on Google Earth, and using Google SketchUp to download the 3D geometry."

Soho VFX extended a simple helipad set surrounded by greenscreen and connected it the CG Aesir building. It also added an entirely CG/matte painted New York City environment around it. Courtesy of Soho VFX. 

A major sequence takes place on a helicopter pad situated atop the Aesir building. Since no suitable location was found, the actors were filmed on a simple helipad set surrounded by a greenscreen. Soho VFX then extended the set, connected it to the CG Aesir building, and added an entirely CG/matte painted New York City environment around it. In the final composites, the action seems to be taking place hundreds of feet above street level.

In many exterior shots, the team ended up having to add a significant amount of digital snow, as it was not always feasible to cover large set with practical snow only. One such location was the harbor. The script called for Max Payne to jump out of a ship into icy water. "We were planning to have wax ice pieces and hopefully real ice, as we were shooting in the dead of winter, for Max to jump into," Burrell continues. "As luck would have it, all the ice around the dock was gone when we came to shoot. So, the special effects crew put as much ice in the water as they could, but in the end, it just did not work. So, we added in all the CG ice in the water when Max jumps in. When we came back the next night, Mother Nature came through and the dock was surrounded by real ice. Throughout the entire sequence, the lower part of the horizon is real, and above that is the 'Ghost City' extension matte painting with CG ice all around."

In many exterior shots, the team added a significant amount of digital snow, as it was not always feasible to cover large set with practical snow only. Courtesy of Spin.

Signature Shot

The videogame being extremely cinematic, Moore always wanted to have some signature shots that would feature unique, memorable camera movements. Working with his team, he played with the concept of a different type of bullet time shots. What he wanted was to slow the action down to an impossibly slow speed, without having to use the complex bullet time still cameras set-up. He eventually came up with a technique that was named "Boom vision" -- as it was ultimately used twice when Max Payne was firing a weapon. In the first one, we see Max killing a guard on a catwalk while jumping backward, and in the second one, the camera spins around Max's hand firing a gun.

The shots were achieved using a digital camera called the Phantom-HD at the amazing speed of 1,000 fps. "We had to build a special rig for the hand close-up," Burrell recalls. "It was a big motion control arm that was modified to spin around at two revolutions per second. Almost like a propeller of an airplane with the Phantom HD mounted on it. We called it the D.G.N.I. rig (Don't Go Near It) or it would do some damage to whatever it hit!" The tens of thousands of frames then needed a lot of processing and colour correction in order to blend into the regular footage. Soho FX handled the Boom Vision shots, adding slow motion CG bullets and CG bullet trails.

Later on, both shots were heavily featured in the film's trailers along with many of the other creative vfx shots -- a testimony to their visual distinctiveness. "I am very happy with the work we have done on Max Payne. It was a tough show and a lot of complicated work went into the making of the film. We stuck to the plan and the results are beautiful."

Alain Bielik is the founder and editor of renowned effects magazine S.F.X, published in France since 1991. He also contributes to various French publications, both print and online, and occasionally to Cinefex. In 2004, he organized a major special effects exhibition at the Musée International de la Miniature in Lyon, France.