Spider-Man 3

Creating CG Cityscapes for Spider-Man™ 3

As digital effects supervisor for Spider-Man™ 3, Peter Nofz had primary responsibility for many astonishing effects including the creation of the alien symbiote, both in its sinister goo form and when it takes shape as the terrifying Venom. He also led the teams whose task it was to create believable locations for some of the most dramatic scenes in the movie.

Peter describes the process of creating CG cityscapes that can be used from any angle and in any light:

One of my favorite scenes is the alley sequence, near the very beginning of the movie, when Peter Parker is ambushed by the New Goblin. Even before we get to the alley a lot of those shots are full CG background shots, and they took a lot of work.

We needed to find buildings that looked the way Sam [Raimi, the director] wanted, and then we needed to capture them digitally from every angle. Neil Spisak, the production designer, found some in New York and even more in Los Angeles that had the kind of grungy look and that we could get access to – it turned out that acquiring those buildings digitally was more difficult than acquiring skyscrapers because you could often not get access to all sides of the building. They often were built up or butted up against a different building. If we couldn’t get access to the back or the side we would build it as a brick wall, but we tried not to waste time on buildings we couldn’t get to all sides of.

Sam also had decided that he wanted to take that fight up to a higher point than we’ve ever been in the Spider-Man movies. We had stayed inside the canyons of New York City buildings on the first two, but this time he wanted it higher up, so we would be seeing a perspective of the buildings that we hadn’t seen before – their fight was right on the skyscraper line. So we actually had to go through the buildings we had captured digitally and make sure that enough of them had nice and complete rooftops.

Then we sat down and determined how many of those buildings we needed to create the world’s longest alley. We thought it would be 15 before repetition could be perceived, but since we are able to add variation and partial changes to buildings, as it turned out we did great with 13.

Ever since the first movie, we’ve always said we were going to build real buildings, buildings that exist somewhere, rather than making up buildings. We’re not architects, so the best way of creating believable, realistic buildings is to duplicate buildings that actually exist. We therefore have a library of buildings that we already created in CG. Most of those are skyscrapers that would make up a Manhattan or Chicago-style skyline. We didn’t have anything appropriate for the alley, so we had to go acquire those buildings digitally.

To get what we needed, [computer graphics supervisor] Grant Anderson and his team went for about a week and started shooting these alley pictures. Conditions, from what I understand, were pretty difficult. They had to get access to windows and rooftops where they could shoot from, and they had to climb through bird excrement and deal with drug addicts hanging around and other unpleasant things. They were all really happy to get back to Imageworks!

For the soundstage shoot [at Sony Pictures in Culver City, California], Toby [Maguire] really did crash into the wall of a partial building and those bricks were crushed, but the surrounding buildings were added by us – until we get to the end of the sequence, when Harry loses control of the Sky Stick. That was shot on location in L.A. in the same vicinity where we acquired our buildings so it would look seamless.

For the final battle sequence, it became clear very early on that we needed to have a replica of an entire New York City block. We needed to make replicas of those buildings anyway, and we added those to our library. I would say two-thirds of the skyscrapers we built for Spider-Man 3 were actually driven by the final battle sequence because they’re visible in that block and there was no question about needing them. Then we took a couple of additional ones that happened to have nice rooftops. We needed to feel confident that we had enough buildings not only for the foreground but also for the mid-ground. For the background, Scott [Stokdyk, visual effects supervisor] got aerial shots.

That’s where the decision to build the Trump Tower came from – it has all these nooks and crannies and adornment. Several of the bank buildings we chose were also because of their nice roofs and a better appearance when viewed from higher up.

Mainly, though, Sam and Scott and several other people from the production went to New York to scout possible locations for the final battle. They had a series of possibilities, but they ended up with Chase Plaza in New York as the only place that really fit the requirements of what was needed. Scott pushed for trying to shoot as much as possible on location, which we always do, but there was no way around creating the entire block if we were to get everything Sam wanted.

All the buildings we built are replicas of whatever is really in Chase Plaza. In the past, we cherry-picked buildings for their suitability and ease of access. And here we couldn’t cherry pick, we just had to get every building, and if we couldn’t get a building – well then, we just had to build it anyway. As of 9/11 it has gotten harder to get permission to access to these buildings, too. I know that Grant had his share of problems getting into where he had to go.

In addition, Sam needed a building that was under construction. The one audiences see was truly a made-up building, it didn’t exist, and even if it had existed it would have been a dangerous place. It is also a building that is under construction from first floor up to the 150th floor, which you would never find in the real world.

Scott had always wanted to really replicate a location rather than just a building at a time. It was just one of his things that he really wanted to do. So this finally was the opportunity where he could say okay, we’re going replicate not just a bench or whatever but we’re actually going to replicate an entire city block. And to do it somewhere as exciting as New York added to the achievement.

There’s one other scene that I really like and on which Grant Anderson and [lighting lead] Andrew Nawrot did an outstanding job. It’s when we’re introduced to black-suited Spidey – he’s on the side of the skyscraper and he does a mid-air flip and you can just tell that he’s turned into a different personality. Then he kind of swoops down and all of a sudden we see him in the canyon between the buildings and he goes up again. Well, that sequence has a beginning which is completely CG, then he gets down into the street where we have a shot or two that were actually filmed, and then he swings up again to the next building and once again we’re in mostly CG-land. There was a lot of discussion about how to do that scene, but by using the best of what could be filmed and the best of CG we were able to get what Sam wanted.

Venom was brought to life using the absolute latest in technology and techniques, some of which was developed specifically to put Raimi’s vision on the screen.  Scott and Spencer discuss the challenges of creating the Venom Symbiote.

Scott Stokdyk - Visual Effects Supervisor

Scott remembers Venom as both a technical and artistic challenge:

In Spider-Man 3 the villains have an extraordinary element to them that we had to fight very, very hard to make look believable. We wanted our villains doing heavy effects with an emotional impact and still look rooted in the real world. And we had to bring in alien components for Venom – the kind of abilities we don’t normally see.

The symbiotic goo didn’t move like anything in nature, so to make it believable required an unusual combination of CG tools and animation. Spencer Cook and I worked closely with [costume designer] Jim Acheson. We decided that, as much as possible, we wanted the action to be physical. We wanted Tobey actually grabbing onto something as he pulled at the black symbiote, so we tried to always have a real piece of costume there when we shot. Then we enhanced the photography digitally. In some cases, it was just easier to replace the whole costume in CG, rather than try to hook up black goo or pieces of black synthetic costume to the real costume. What we avoided in this sequence was replacing the actor’s skin in CG. As we were shooting, everywhere that I knew the skin of the actor was going to be revealed, we never had any costume on that area of Tobey’s body. Everywhere I knew we didn’t have to reveal skin, whether it was covered with black goo or covered with the original costume, we had the costume on the actor.

Sam Raimi is very much an actor’s director, and after the last movie – especially – it  became clear that he was going to be most happy if he could direct the actors and get their real facial performances on screen, even in these CG actor stunt shots. So Sam would direct the actor through all the beats of the shot and get the real actor’s face; and then we would use that photography as a face-replacement element. We didn’t do a face-replacement for every shot, of course – we did our share of CG faces – but we tried to do them in key shots where Sam wanted to see the real actors. We always knew we had the back-up of going all-CG if the live action stuff didn’t work out.

Then we had the challenge of Venom in a heightened emotional state, when he’s visibly a non-human alien – his mouth reveals monstrous alien teeth. Originally, there were two places we thought we’d be able to use the animatronic head [produced by Frontline Designs] for those kinds of transformations; but with script changes, we wound up just using the mouth portion of it. We shot specific angles on the animatronic mouth and composited them in a few cases onto a stunt person wearing the Venom costume. For more extreme shots, where Sam wanted an even more dynamic animated mouth, we added a CG version with teeth and the classic Venom tongue to shots of the stunt guys in costume. For the most dynamic shots, we animated and created a CG Venom from scratch.

The all CG version of Venom evolves and becomes more of a monster throughout the movie until, by the final battle, he is what we called “comic book Venom” – a moving mass of swarming black tendrils that have formed themselves into this monstrous shape. That was our biggest Venom challenge – to combine great character animation with intense effects animation to bring this character to life.

Spencer Cook - Animation Supervisor

Spencer said the Venom symbiote was a very unusual challenge since it was alive but unlike any creature anyone had ever seen before:

We deal with lots of technically complex characters and situations, but the Venom goo was extremely complex conceptually as well. It didn’t have any particular form. It evolved depending on what happened in the shot, so the animators had to work with a constantly changing but organic shape. It took a lot of patience.

Sam and I spent a lot of time figuring out what happened to Peter Parker and Spider-Man when he was taken over by the Venom symbiote. We wanted to make sure that everybody perceived this as the same person, but with an altered personality. A lot of conversations I had with Sam in the beginning were about how we would display this different persona through body language. We came up with ways to exaggerate his poses. We made him faster. The way he swings is rougher and more reckless, as if he doesn’t care as much about his personal safety. He does bigger leaps and long swings, shooting the web at the very last second before he hits the ground. Black-suited Spider-Man is more aggressive, so he’ll move a little quicker here and there, hunch his shoulders a little more, pull his elbows up a little higher when he’s stuck to a wall. We tried to find poses that the classic Spidey would not do – where the red-suited classic Spider-Man was graceful and elegant in his motions, black-suited Spider-Man is more blunt, rough, and reckless.

The first scene of the Venom symbiote consuming Peter Parker was a great breakthrough for us and was one of our earliest test shots. You can see the tendrils emerging from the goo, exploring and testing and finally adhering until the symbiote has totally taken over. That’s when we knew we were on the right track.

We had to establish a pretty complicated pipeline, because making it behave and move the way Sam wanted it ended up being a crossover between pure hand animation in Maya and procedural animation in Houdini. The character animators focused on the emotion, the feeling, and getting every detail of its living essence exactly right. The effects artists added an amazing level of organic detail through procedural animation that really put the goo into the scenes.

Most of the time Venom is more humanoid than goo, so we wanted to convey his evil essence consistently across several different physical states. If black-suited Spider-Man was a ramped-up version of classic Spider-Man, Venom was a ramped-up version of black-suited Spider-Man. For animating Venom, we looked at tons of reference footage of animals. Lions and cheetahs, in particular, were very good reference. We liked their aggressive, predatory movements, and we re-created them in Venom in the way that he crouches and jumps and attacks. Everything we did for the Venom animation was based on that reference. We were trying to find a language that would work so that the Venom character would be consistent, whether he was live or animated, no matter which form he was in.