How that stunning Demerzel reveal in ‘Foundation’ was pulled off

Outpost VFX breaks it down.

One of the final scenes in the first season of Apple TV+’s Foundation sees the heavily conflicted android Eto Demerzel rip off her ‘humanoid’ face to reveal the mechanical structure underneath.

Actor Laura Birn performed the ‘rip’, with Outpost VFX then helping to deliver the final reveal by blending prosthetic make-up effects with CG and digital compositing. Outpost head of VFX Richard Clegg and Outpost visual effects supervisor Illia Afanasiev explain more for befores & afters.

b&a: Let’s start at the beginning. When you were asked to do this sequence, what were some of the very early considerations and conversations you had about it?

Richard Clegg: There was a lot of thought into how they were going to actually shoot this scene. They actually built a practical version of her, and did a Terminator 2 style dummy head, which they actually ripped off–with a rubber skin, they pulled the flesh off, just to get some kind of reference. So, that was a good guide.

We were discussing ways to keep it cool, see everything that happens, have her pull her flesh off, but also, shoot it in a way that’d actually make it easier to do, because she has a hair cap on, for example. We actually discussed the action that she would do. They actually did a dress rehearsal with her as well, where they got the actress to act it out.

b&a: Illia, what do you remember about some of the early considerations for this shot?



Illia Afanasiev: For me, because I started a little bit later, it started when we were designing the head. I believe it was based on Giger, and it was all about trying to make it a more mechanical android, but also have some organic elements to it. It was quite fun designing that. Then they actually printed the whole head. As Richard said, just having those references where they’re ripping skin off, for behavior and everything, was quite interesting to go through the process.

Richard Clegg: And for the design, we did some concept art to begin with, and then collected a mood board of references. Production VFX supervisor Chris MacLean had quite a lot of those as well. We whittled that down a bit, and then went into sculpting and getting a bit more detail. We started with some 2D concepts for the head, then we went into references, and analyzing that and comparing to the concept art that we’d done. And then we started sculpting, and building the proper 3D design.

b&a: Did you have the benefit of some sort of photogrammetry scan of the actress?

Richard Clegg: Yes. Obviously, they didn’t want to go full Terminator, where it’s like a skull where you’re missing the nose. We actually wanted to put the nose in and match her features. So we took her scan, we built a skull around that, and actually fleshed it out, because it had to be proportionally representative, and had to work with her head.

One of the things that was tricky was we started off with a skull and we put a nose on, but then it looked like she had a recessed chin when you put a nose on and you fleshed out the gums. This came from volume inside her skull, there’s tendons in the jawline and things like that. So we had to tweak a little bit there to make it feel cool, and fit inside her head at the same time.

b&a: The plate they shot is her grasping at her own skin, is that right? She’s not wearing any bluescreen face mask or anything like that?



Richard Clegg: Correct. Except that there’s one piece of prosthetic she had on her, which was a wig. Her hair was super tied back and then her hair was in a hair bun. So when she actually pulled her hair out, you could see it come off in her hands. So as it came back over her shoulder, the top of the head came off with it.

What she ultimately did was rip off the wig to reveal her hair. But then, we replaced what was under there. Earlier, yes, she was just clawing at her face. She did a great job actually. I remember when we first saw the shot, and she was wincing in pain. It was pretty intense. It was really nice.

b&a: What kind of conversations did you have about how gory or not gory a ripping of the skin might be?

Richard Clegg: There was some work done earlier where she’s peeling herself. So we did that as well. And there was a dummy for that. We did some of the circuitry and stuff inside, and then some of it was a prosthetic. So there was a little bit of that established through the prosthetic work we’d done earlier.

The inside has this sort of silicone feel, there’s a texture and a feel to the inside skin. So it was kind of born from there. The thing we were dealing with was how much mucus, you’ll notice once she peels back there’s strings of mucus coming off. We did a lot fiddling around with that, trying to find the right level and the right amount.

Illia Afanasiev: But, basically, we didn’t have any limitations. We needed to feel her pain, feel her emotions, the agony.



b&a: There must have been some great matchmoving and prep work involved in a sequence like this. Could you both give a bit of insight here?

Illia Afanasiev: Yes, for matchmoving, the broad animation to match her performance, we spent quite a long time making sure everything sat in there, that neck didn’t slide, that everything fit within her, just to match every movement.

Richard Clegg: It was a slightly awkward move. The camera pans up over her head, and there’s quite a lot of stuff out of focus. So getting the right depth for the camera was a little tricky. And because she’s angry, she has a lot of micro movements that were quite tricky to track.

Illia Afanasiev: Plus, there’s animation for when the teeth open up and close. For the eyes as well.

For paint, it was a little bit back and forth, in terms of finding where we were going to reveal those rips. We did the first basic pass, just to remove where it was definitely going to go. Then a pass of CG to see where the rips come in. Then we might reduce that a little, cut a bit of the neck. It was a little bit back and forth to find the right balance and right areas where we need to clean it up.

Richard Clegg: Also, her fingers, she was digging pretty hard into her skin! I’m surprised something didn’t come off, to be honest. But getting those fingers didn’t have to be too perfect, because we needed to re-dress them a little bit anyway to play nicely for the simulation. So we had to go a little bit deeper in some cases, or some cases raise them out a little bit.



b&a: There’s something very beautiful about the understructure of the exoskeleton or the actual android head. Tell me a bit about the challenges of texturing and modeling that.

Richard Clegg: You didn’t want it to be too cliche, synthetic, like a Terminator skull or a classic robot. It needed to feel a little bit organic. So I think Giger was a big reference point, that kind of biomechanical feeling. And then on top of that, we’d add little details. There’s little sensors in there, say.

To make sure that the metal didn’t feel too clean, we added some bony-like low-frequency variation onto the surface. And then, the material came from that. It was this idea of something quite bronze, but sort of a dirty bronze, so it’s been aged under the skin for all those years. Because, she’s supposed to be ancient. That’s also why, you’ll notice in the jawline we have some muscles and tendons. We went for organic shapes with mechanical smaller details, to keep it feeling synthetic as well.

b&a: Did you retain her eyes?

Illia Afanasiev: There was a little bit of blend. Obviously, when she rips the first part, one eye is CG and the other one is a plate. And then when it’s all ripped, it becomes full CG. It was quite hard to maintain the eyes without eyelashes and everything, so it was easy to just go with CG, and just make sure we match that perfectly.

Richard Clegg: The thing is, she was in pain, right? She’s depressed and she’s torn emotionally. So the eyes were pretty important. We built eyes, but they are silver around the iris, but we kept the luminance the same. So you have her scleral, which is bright. And you have the pupil, which is dark. And the iris, which is a lighter tone. It’s important we see the eyes still, otherwise it would just be like a dead head.



b&a: Do you need to have any kind of photoreal digital representation of her actual face?

Richard Clegg: She has a digital-shaded render, but usually that’s just for the inside surfaces of the chunks that come away. When they start moving and ripping, shredding and tearing, that’s when it turns to the CG head. There was a lot of blending in comp there.

One thing is, she’s wincing in pain, the actress is really screaming. You could see just the lower lids and the upper cheek sliding. So we made them a little scattery, and added a bit of fleshiness to them and some defamation, so that as she’s wincing, you can see the squint still. Otherwise, at first when you just pull it off, it just looked like a doll, mouth open, and just no movement in the eyes. It didn’t convey the same power that her performance did, so that came into the design during the shot.

b&a: What were the particular comp challenges?

Illia Afanasiev: We had the main metal part of the head, and her full CG double. So we had this opportunity to say, okay, with this part we want to go CG, but the rest we’re going to just roto her out and make sure it just blends there. We only revealed the areas when we need to. We’re keeping the plate, but when the fingers touch and start ripping, and we see that pull on the plate, we start revealing a little bit of CG as we’re breaking up the skin, and we start revealing the mech head behind her.

b&a: I bet you’re glad that it really is mostly just from the chin up, because she’s wearing that dress with the translucent/transparent part of it.



Richard Clegg: We built a CG one just in case. But it was also a little bit by design. I think the shot was really well planned and choreographed, so that it made that easier. There was an upfront plan. It wasn’t just like, ‘Okay, just rip and scream, move your hands around, and then we’ll figure it out later.’ It was something that people were nervous about because it’s a big shot, so there was a lot of thought put into how they were going to shoot it, which was great. That was really great. It’s good. It doesn’t always work that way, but in this case it did.

b&a: Was there anything else that you were dying to tell me about with this sequence, that I maybe haven’t asked you?

Illia Afanasiev: The one thing which was very challenging was figuring out her performance when she’s full CG. It’s because when you have just a skull, you don’t have muscles, or anything, so it’s just eyes moving. So how do you make sure people understand the pain? That was quite an interesting time to just learn, and see how much performance we could do just with the eyes, how much pain we can feel just with the eyes, and her jaw, that’s it.

Richard Clegg: Yeah, because she gave such a great performance. But when the skin’s off, obviously you lose all that micro-muscle. So we kept the head movement, but there were things we amplified and exaggerated to counter the fact that we’d lost her skin, to try and keep the essence of it. So it was a little bit of an animation challenge at the end, to try and make sure that we didn’t lose anything, because she’s now all-CG from chin to forehead.


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