Behind the ILM Mars Attacks! tests that convinced Tim Burton to go CG

Illustration by Aidan Roberts.

1996 was a break-out year for digital visual effects, with advancements in front and centre CG characters (Dragonheart), heavy environments and digital compositing (Independence Day), and photoreal CG simulations (Twister).

Another film that took advantage of the the state of VFX was Tim Burton’s Mars Attacks!, a quirky off-shoot of the 1960s Topps trading cards. Although its martians were initially imagined by the director to be stop-motion characters, Industrial Light & Magic would ultimately produce a series of tests that convinced Burton to realise them in CG. The newly formed Warner Digital Studios also crafted other key CG shots.

On its 20th anniversary, vfxblog revisits ILM’s breakthrough animation tests for the martians with Mars Attacks!’s visual effects supervisor Jim Mitchell and animation supervisor David Andrews (who actually has a VFX supervisor credit on the film). Plus, Mike Fink, then VFX supervisor at Warner Digital, looks back at the saucer and robot effects for the cult classic.

The ILM tests


Jim Mitchell (visual effects supervisor, ILM): I was on Joe Johnston’s Jumanji as a computer graphics supervisor, and Mark Miller was the visual effects producer at ILM. We had been working with Larry Franco, Joe’s producer, and he was getting ready to go and work with Tim Burton on this movie called Mars Attacks!, and he was asking whether we might be able to help. He told us it was initially going to be all stop-motion and they were going to composite these stop-motion characters against bluescreen into miniature sets. At that point, the animation supervisor, Barry Purves, had already been developing the stop-motion and there were some amazing 12 inch articulated models of the different martians that they were doing tests with.

But they were running into one big dilemma, and that was that the martians had these glass helmets on, and so to do any sort of facial work with them they would have to take off the helmet, change the face, put the helmet back on, and shoot the animation. I mean, what they were thinking was, ‘How do you create the mattes for that?’

Some of the original maquettes and armatures created for the stop-motion martians originally intended to be used in Mars Attacks!, as seen at a recent Tim Burton Exhibition.

I don’t know how I got it in my head one day, but we found the trading cards and those characters looked like so much fun, that I was trying to work out how this could be done. But what really made me think about working on the film was the fact that we can do glass in CG and it’s just so easy. It’s just an automatic matte and it just makes things transparent.

So I put a little test together. I grabbed a plate from Jumanji and I built one of the martians in this glass helmet and his green suit and some sort of death ray gun in his hand and had him walking very crudely, because I’d built the model and did the animation and compositing myself. I showed Mark and somehow we slipped it to Larry to take a look at, and he was blown away. But he knew that it wasn’t polished enough and so he didn’t want to get it in front of Tim without a little bit more effort.

We had some amazing animators at ILM, they all loved that sort of tradition that Tim was bringing along with stop-motion, and you just knew that we were all excited about the possibility of working with Tim. So we put some more effort into another additional test, again with another Jumanji plate, and Dave Andrews came on board to animate it.

David Andrews (animation supervisor, ILM): We used the plate from Jumanji where there’s a street and a cop car and the elephant walked over it (which was animated by Daniel Jeannette). We took this car that was all mashed up and Jim cut it out in 2D and then he animated this car up and down, up and down, because I told him I wanted to have the martians trying to steal the bumper off of it. And then I went to work on putting a couple of martians in there. And I just added weird shit, right? Who knows what a martian does. Maybe it collects bumpers, I don’t know. Well that made us laugh, so we went for it.

Jim animated the spaceship coming down in the background on the square. And then there’s the Sarge martian who comes in from screen right and he goes, ‘Hey you privates, quick get that bumper off and we gotta get outta here.’ And so they go, ‘Sir, yes sir,’ and then they all march off. For that I did the opposite walk that has been the walk for every single cartoon character, basically.

I did it so that when you get to the middle position of the martian’s stride they’re not at their highest, they’re at their lowest. They have this kind of bouncy weird walk that is not like a human walk, but they’re bipedal. So I just kind of screwed that up, and it’s like you look at it and go, ‘That’s a bad animation,’ and I go, ‘Well, it’s just an idea for a martian who walks and sort of looks like he’s gotta run to the washroom or something in a hurry.’ It was just about trying to do something different with it to make it not feel like every single cartoon character from all the days of yore.

And Mark Miller totally had our back. So that made it really conducive for doing good work and having a lot of fun because we were all partners in crime on this test. And Jim Morris who was the president of the company at the time, said, ‘That’s a quirky little Tim Burton film, I don’t see why you guys, you first-timers, shouldn’t be able to do it with Mark Miller as your guiding light. Since if you get in trouble it’ll be all his fault.’ So we were kind of given the keys to the car like a couple of teenagers with Miller in tow.


Jim Mitchell: That was what we put in front of Larry and he ultimately put it in front of Tim, and it just changed the course of it. I think Tim realised that this was how he was going to get his movie done. Not that it was going to be easy for us, I mean, the stop-motion was going to be hard, it’s still animation. Animation is animation. But there was some obvious benefits that pushed it towards the CG realm and made it practical for doing the film that way. And we were off and running at that point.

David Andrews: The CG solution was really to deal with some of the obvious problems you run up against in stop-motion. I even seem to recall one of Tim Burton’s comments that he didn’t want the kind of look you get when King Kong’s hair buzzes because of the fingerprints of the animator touching it. There had been that sort of effect on the space helmets. Also, Tim didn’t want it to look animated. He wanted it to look photoreal so people would feel a ‘War of the Worlds’ vibe. And what’s interesting is you’ll notice in the credits I’m given a visual effects supervisor credit because Tim didn’t want it known that there was animation in this movie. He wanted to pull a sleight of hand with these martians.

No longer stop-motion, but still a stop-motion feel

Jim Mitchell: We had solved the glass helmets issue by going CG but we still had to work out how to animate these characters the way Tim wanted them, and adhere to his love of stop-motion. So there was even talk at some point about, what is stop-motion? Well, to start with there wasn’t motion blur, at least not in a big way. There’s a staccato sort of quality to the look so we thought, should we just go that route?

Mars Attacks!’s website from 1996 had a page dedicated to the ‘Special Effects’.

In the end it became sort of a hybrid. We weren’t necessarily going to take the motion blur off of the CG characters because there was a benefit to integrating them into the plates that way, and the inherent motion blur that was existing in the plate made it make sense.

But there was a quality that Dave and I brought and wanted in the characters that involved a ‘quality’ that stop-motion has. And that meant being a little bit more rigid and take off the ‘spliney’ quality of what was pretty typical of animation on computers at the time. I mean, in the sense that you put a key frame in, and then it eases out to the next. And I think Dave was very adamant about working with the animators to make sure that there were moments the key frames were hit a little bit harder and stuff like that, which is a bit more of the stop-motion quality.

David Andrews: I had a really interesting experience with this for a shot I animated. It was when the aliens do a low five after bowling down the heads on Easter Island. I remember looking at the rendered take of it and thinking, why is the slap so ineffectual? It just didn’t have any oomph. And then I looked at the frames, and there was this spacing on it. It was like Wiley Coyote before he smashes into a wall – like a nice big gap between his nose and the wall.

So these martian hands were very far apart, and then in the next frame you can see a huge blur off the front of the palm going towards the other martian’s palm. And I thought, what the hell’s with that big blurry thing one frame too early? And I was told, that’s the way RenderMan did its motion blur – it averages the frames before and after. And I thought, well, can’t we paint it out? There’s a big gap and then the blur is behind the hand and not in front of it? But I was told we couldn’t.

For me, this was a big discovery in using RenderMan and how to make something look like ‘dry brush’ from traditional animation. This was that effect in cell painting where you paint on the cell to close up the gaps and make it look like a smear. It’s typically painted on the front of a cell and not on the back. It’s a very matte kind of thing because when you paint on the back of the cell, the cell itself makes the pigment shiny because it’s just the surface texture of the celluloid. But when you dry brush on top of it, it looks matte. And so it looks like a blur in color of say Daffy Duck’s hand – a grey smear across a white piece of paper if you will.

But the way the motion blur on RenderMan was doing it, it was putting the blur in the front. And so for me it’s been a lifelong quest starting with Mars Attacks! on how you get CG to do the things that used to be done so effectively in traditional animation. And moreover, how do you get CG not to wreck it, not to wreck the effect of a big gap and then have it closed rather suddenly?

Modelling the martians

Jim Mitchell: They had already built a dozen of the bikini-clad martians that were on the ship as well as the Ambassador and the Emperor – the two top main characters with the capes on. And then of course there were multiple martians in green space suits with the glass helmets which were made as beautiful, intricate stop-motion characters.

They had done some stop-motion tests and then when we went full CG we had them scanned or used for texture photography. One of the big issues we had to deal with was that the detail and intricacy of the brains of the martians was quite tricky. That was all done strictly in ViewPaint, our 3D painting system that allowed us to do displacement. It was always tricky to do lots of geometry, so the brains were partially modelled as well as detailed with displacement maps. It was just some amazing paint work. It wasn’t too crazy a build, having done all the dinosaurs for Jurassic. But what was happening was we were moving towards bipedal type characters that were more human-like and that was interesting for the animators.

Getting a martian to perform

David Andrews: I think the essence of the martian animation was comic timing. From my point of view, it was about casting. Take, for example, the scene of the martian at Congress. You want somebody in there who can pretend that they’re this leader, right? And so my animation lead was Jenn Emberly, and she’s diminutive, and so she could play a little Napoleon. It’s not like it was totally casting but the Martian’s just a little bit, you know, she can command her status even though she’s small.

Tim Burton didn’t want it to feel animated, but I was always trying to sneak in this weird stuff that would tell you it’s animated – like, no real eyeball darts. You don’t have 90 degree angles in your eye darts. But when you project it or put a specular highlight on it, and the eye has this crazy shimmer in it, it makes you think that they’re really fucking insane creatures. Because the eyes have these really weird darts in them that you don’t find in nature necessarily unless you electrocute somebody. It’s sort of like an artistic convention that if you do these weird things that are only possible in animation and you kind of sneak them in, the lighting plays with it, and especially with eyes it makes the character come alive. Like putting in a little twinkle in their eye. It’s a literal twinkle, and you have to put it in with an artistic convention that’s not real.

And you have to protect that stuff because what Neil Michka [an animator who worked at ILM] calls the frame fuckers, they’ll go through this work frame by frame and they’ll go, ‘Hey, why is the eyeball doing that? You should clean that up.’ From an animation point of view we all left it in there. That’s part of the aesthetic, the mischievousness of animators, but it has a psychic effect on the viewer when an eyeball has a shimmer. And guess what, these martians had very shimmery eyes. But you still needed to do a little bit something extra to make them not just look like dolls.

The reference that we used on the eyes and on the head movements was birds. I thought, birds are obviously lighter than we are and boy can they ever crank their heads around and move their eyes around, so let’s make them bird-like or reptile like because that’ll make them freakier. That was another intentional kind of convention of the timing. The timing had to be crisp like a bird’s to make them feel a little freaky.


Splattered brains and shattering skeletons

Jim Mitchell: Some of the trickiest stuff was when we were doing the brains exploding. We weren’t into liquid sims yet at ILM, but we where having to simulate all that stuff. So it was always just trying to find a way to get through the next bit of effects with whatever tools we had, and even though they were quite sophisticated in the software department, it was still a process of discovering and figuring out the best way to pull it off – whatever trick you needed to make it look right on film.

We did have a particle system, and basically we were referencing a lot of the old movies, like Forbidden Planet. With the ray gun blast, that was all about it blasting and the next thing you know it’s turned into a skeleton. It was very low tech in a way. It wasn’t meant to razzle-dazzle as much as just put these little characters into the play. And with the disintegration of the humans it was basically erasing them out of a clean plate, eroding them with shaders and particles that took over and revealed either a red or green skeleton.

And then the green ooze or blood from the brain exploding, that was all, again, low-tech. It was a matter of making it almost an instantaneous thing as it explodes against the glass helmet and then drips and oozes down. They were also hand animated by David’s gang as well. Even when the helmets cracked when a Martian landed on the ground, I think all that green oozing out was just sort of a hand animation quality to it. There just wasn’t the dynamics of liquid being used back then.

David Andrews: We really were using a lot of cheap tricks. So when the martian is about blast granny with the huge laser and then the music plays and his brains wobble, and then falls on the bed. I thought, it would be really nice to make the bed go down. So it was one of the first times we used our ‘Make Sticky’ tool [a projection mapping tool that allowed projected geometry to stick to certain UV co-ordinates originally developed for Terminator 2] to do that kind of thing. I’d also used it for a shot in Jumanji where Robin Williams’ head is going down into the floor. We would animate the geometry going down and then the plate would go down to match it, so it was all this kind of fakeroo, but done in animation, and then just given to the compositor so that he could do the same deformation on his plate.

Jim Mitchell: We really drew a lot on Cary Phillip’s Cari system which had been used on Dragonheart for the facial and other animation, too. Although, to be honest, there wasn’t a lot of facial animation we needed to concern ourselves with. The eyes and the eye sockets were just sort of spheres sticking on it. There was no reality to it. We weren’t so concerned about it other than some dialogue, but the martians say ‘Ack, ack,’ and that’s about it.

Faking cloth sims

Jim Mitchell: The martian robes – basically all that was hand-animated, it wasn’t dynamics. There were no cloth dynamics if I remember right in that show. But the martian leaders had these intricate capes and we just had some incredible animators doing that by hand, and even using displacement to make it look like wind was blowing on it in the desert. It was simple approaches like that, because the whole cloth system hadn’t really been developed at ILM at the time.

David Andrews: One of the best cape shots I thought was animated by Victoria Livingstone, where the martian leader is out in the desert and he shoots the dove and then later swings his cape around and walks off. So you see this big red sparkly cape out in the sunshine. If you look at Tim Burton’s paintings from the period he was using a lot of glitter on his paintings, so he was really into the purples and the greens and glitter and everything, and so the cape has got that super disco sparkles thing going on. But it was a bear to animate because it was all forward kinematics, there wasn’t any inverse kinematics for Victoria to animate with. She just had to bear wrestle it. Pete Daulton did a lot of cape work too when Jack Nicholson, the President, gets skewered by the scorpion hand.

Miniatures still front and centre

One of the saucer interiors being filmed for background plates.

Jim Mitchell: For the spaceship interiors, they still shipped up to ILM all the models that they had built. It wasn’t that we couldn’t build the interiors but there was some beautiful detail that they had already put into it, and it was like, well, why not make that the background? We did some rough animatics to work out some motion control camera moves. Pat Sweeney was the director of miniature photography on that. And then we put it all together and put our CG characters in there – just like we would have with a full scale live action plate.

David Andrews: It was all decked out because they spent multiple millions of dollars on the stop-motion set manufacturing. And we brought all that stuff up to ILM and we shot the interiors of the spaceship off of the miniature set. And then we put the CG martians who matched the 15 inch height of the actual puppets. And so we had this combo CG photographic miniature background, sort of like a King Kong shot, only we had CG martians.

Model spaceship interior.

That combination of CG and live action miniatures was something we were looking to do later on, too, on other projects. We actually did a test for Shrek for DreamWorks, and we were going to do it the Mars Attacks! way. We were going to do it with photographic miniatures and then computer graphic characters. We had a budget to do that thing which was something like two thirds of what it finally cost to do Shrek.

The set was in production, we had camera test moves, I was doing animation of the donkey doing the conversation. It was the ‘Stop singing!’ moment, and Donkey’s singing his ass off as he walks along. I had it partially animated. We also did an all-CG test like that for Tim Burton’s Corpse Bride. We were trying, trying, trying, because he had the maquettes for Corpse Bride already. Anyway, we really wanted to do this technique again and we never got a chance, but there’s a lot of really great miniature photography and animation going on these days.

It’s just the old idea, it’s like using matte paintings – it’s like hundred year old techniques. And now the idea really is whole synthetic environments. But us visual effects people, we liked to do it the Willis O’Brien way. Real photography produces a real – you know, you can feel it. You can feel the art direction and the handicraft, if you will, and that’s a stylistic thing.


Jim Mitchell: The aliens do this experiment on Pierce Brosnan and Sarah Jessica Parker where they remove their heads and place Sarah’s onto her dog’s body. Trying to put a full-scale human into a miniature spaceship along with a CG dog body attached to a real life human head was pretty tricky. Obviously we just shot Pierce against blue screen. He had a collar on that gave us a good dividing point to erase. What helped was planning ahead with the animatics, making sure we were sticking to the scales properly.

It was also tricky to put the bloody neck stump of Sarah Jessica Parker’s head onto the chihuahua, which was actually Tim’s chihuahua that was used for the show. So they were fun bits, and that’s probably one of my favorite scenes because it just reflects the whole absurd and crazy and silly comedy and look that we were going for.

Martian brawl

David Andrews: One of my favorite scenes is when Byron Williams takes on the martians in a punch-up on the airfield. Tim would say, ‘What’s the wackiest or what’s the hardest punching punch that you can punch? This is the day before motion capture, and so it’s all hand animated in waves and built up as a scene file, or maybe we had to use two or three scene files because of the computers not having enough memory.

I seem to remember us building up the composition like it was a traditional composite where you would have different layers of film in your optical printer and you would print the certain animation on top of the other on top of the other, but we had to break the scene files up. So it was a bear, you know – that sequence had its own supervisor in Ellen Poon so that she could focus on that and deliver a good one and Jimmy could focus on the other ones.

Martian-girl in a martian world

David Andrews: Roger Guyett [a CG supervisor on the film] had the shot of Martian-girl who takes off her face. Oh my God. That shot, every show has what we call a ‘widow maker,’ and it’s the shot that kills the person doing it. He poured over that sucker. I think he used Elastic Reality on that. He went out on a limb, he said, ‘Make Sticky isn’t gonna work. It doesn’t have enough dimension. I need to have some dimension so it looks like it’s stretching around the surface.’

It had to feel like it’s a rubber mask going across a cheekbone, if you will, as he’s pulling the cheekbone over her cheek. So Roger went to a new technique and had to learn how to use it and try to produce this master shot with it. Oh man, he worked so hard on that, but how fucking glorious is the Martian-girl? Oh my god. I wrote a song about her:

I looked for you my Martian-girl
You send me for such a whirl
I will be your zombie slave
Wind me up and hear me rave
Martian-girl, qu’est ce que c’est?

There was a funny story about the martian-girl – the wig designer lost the wig. Left it in a New York cab and it was gone in a New York second. They had to spend, I don’t know, twenty-five thousand dollars or something on a new wig. I just remember Larry Franco swearing his ass off about that. ‘Why do I gotta spend twenty five thousand dollars on another wig!?’

Look closely…

David Andrews: For one scene inside a spaceship, Chris Armstrong animated a cow from Twister on the back of a Martian who was taking it to the storeroom and walking down in the back. There’s also a scene when the martian runs and jumps into the giant robot, that was done by Bill Wright. And Bill Wright put a second guy in there calling out to the driver going, wait a second, you forgot your lunch, and he chucks his lunchbox into the robot with him.


The legacy of ILM’s VFX for Mars Attacks!

Jim Mitchell: I think the film is almost starting to take on a bit more of a cult type status than it ever did when it first came out. It’s interesting, 1996 was also the year that Independence Day came out and just blew everything away, which is funny because Mars Attacks! was trying to play off of those type of movies in a way – the seriousness of them and the silliness of them. I remember hearing at the time that Mars Attacks! was big in France for some reason. I think the overall box office came out, and then we had the disappointment of that, but then somebody came in one day and said, ‘Well it was the number one film in France.’ And we all just got a kick out of that.

We were just playing in a big sandbox of Tim’s toys, and we were lucky enough that, as much as he loved stop-motion – and we did as well – it was fun to broaden his palette too and show what was possible and yet still keep the stylistic quality he was imagining integrating these aliens into the human world.

Warner Digital – new in town, but with a heavy workload

Mike Fink (visual effects supervisor, Warner Digital Studios): We had just opened Warner Digital Studios, and we were tasked with doing most of the shots in the film that did not include the martians. Of course, the martians were seriously important to the film, and with our facility being so new, and relatively small when we started, Larry Franco and Tim took the work to ILM. A wise choice.

Warner Digital created all the flying saucer shots, the giant robot sequence, and many shots in Las Vegas, out in the desert, in Washington, D.C., and of course, the 4+ minute title sequence of the ‘flotilla’ of saucers flying from Mars to Earth.

We had the original bubble gum cards as reference, and wonderful sketches from Tim that, while far from photoreal, again gave us the true sense of what he wanted to accomplish. We had no trouble finding that level that was a mix of comical and photoreal with Tim’s art and the original art from the bubble gum card series. Tim was wary of digital effects in those days, and was worried about things looking too ‘computer-y.’

We worked hard to create believable photoreal textures and shaders for our CG objects, but left it to the animation to sell the whimsical or comical aspects of each shot. For instance, the interior of the saucers had two pilots flying the saucers, done by ILM and based on art from Tim and the cards. I thought that two pilots who would constantly be compensating for what they each did would impart a funny motion to the saucers, and except for the very militaristic looking attack on Earth from Mars, we gave them a distinct wobble as if each pilot was over-compensating for the corrections of the other. It was fun to do, and funny, and the ships still looked like the metal objects they were supposed to be.

A maquette of the martian robot used as texture reference by Warner Digital.

We used the same approach on the giant robot chasing Lucas Haas in the pickup truck, and the long sequence of shots in which the saucers started to fall from the sky after hearing the music of Slim Whitman.

Tim’s worry about ‘computer-y’ effects informed his entire aesthetic. One piece of concept art we showed Tim was created in Photoshop, so he decided against the shot as looking as if it was generated in a computer. He was right, of course – while I saw it as a piece of concept art, Tim saw the mechanical aspects of cut and paste. So the next concept piece I showed him was an image of the saucers taking off from the surface of Mars.

I asked Jesse Silver, our lead matte painter and art director, to paint that image, with real paint. Tim took to it immediately, because Jesse’s hand in the art conveyed a more convincing reality to Tim. The shot in the title sequence is very much like that painting of Jesse’s, and except for the surface of Mars, which was a miniature, the shot is entirely digital.


We worked hard to create the shot in which a saucer opens it’s belly doors, and extends a long arm holding a huge ‘granite’ bowling ball, which it uses to bowl down the Easter Island heads. The shot, except for the grassy terrain, which is a plate shot in Simi Valley on a grassy hillside, is entirely digital, including breaking heads, flying dirt, etc. Not trivial in 1996. We worked on the animation, showed Tim the blocking, and Tim felt the animation was too slow. I mentioned that to imply great scale to the heads and the ball the motion needed to appear properly scaled to the size. Tim wanted the motion faster.

We sped it up, and I again suggested that we were flirting with failure of the shot because we were starting to belie the scale of the ball and heads. He asked that we speed it up again. So we did. By this time, I felt it was entirely too fast, but Tim liked it. We committed to that animation, and a couple of weeks later we showed the final composite to Tim, with little time left to deliver the movie. Tim looked at me and said, ‘It doesn’t look real. Can you do anything?’

Illustration by Aidan Roberts.

I was heartsick.We had worked hard to simulate and render large particle and collision effects, composite them with the saucer and the background plate that had been enhanced by Jesse Silver with an added ocean vista. Re-simulating the collisions and re-rendering in the time we had left was not possible. And, of course, the shot would get longer because the action had to be slowed down. The cut, and the sound, couldn’t change, and Tim was stuck with the shot we delivered. He accepted it for what it was – it’s a very good shot – if too fast to look ‘real’ – and we moved on.

But Mars Attacks! was such terrific fun, both when we read the script, while we were planning, shooting, and in post. It wasn’t often that folks like us are asked to do things that had a ‘quirky’ element.

Interested in other retro VFX pieces? Check out these stories:

Animator Tom St Amand reflects on 25 years of the Rocketeer

The struggles – and successes – of Spawn

It’s been 20 years since ‘Twister’ brought us that flying cow