How ‘The Boys’ VFX team crafted that heartbreaking octopus moment, and *that* penis scene

Behind the biggest, and craziest, visual effects moments in season 3.

Here at befores & afters, we’ve previously covered some of the most over-the-top scenes in Prime Video’s The Boys—from the dolphin in season 1 to the whale in season 2. Somehow, those moments seem to pale in comparison to what delicious sequences were featured in the show this year.

Indeed, for this latest season 3, overall visual effects supervisor and associate producer Stephan Fleet oversaw such occurrences as The Deep being intimate with octopus, and then having to eat one, and the shrunken down Supe Termite entering a man’s penis/urethra (you’ll have to read on to find out what happens next).

And there’s plenty more of these wild scenes that required specific visual effects solutions in season 3, which Fleet breaks down in his own words for befores & afters.

What you have to think about in VFX when a shrunk-down Supe sneezes inside someone else’s penis

Stephan Fleet: Content aside, the first thing I honed in on for this sequence with Termite was from a technical standpoint. We’re dealing with miniature worlds, Ant-Man style. Personally I had never done anything like that before. So I instantly said, ‘I’ve got to hit the books and do a lot of research.’ So I did. You watch all the behind the scenes of other movies throughout the history of cinema, how they’ve done it from Darby O’Gill and the Little People to the Ant-Man movies to The Lord of the Rings trilogy, et cetera, et cetera.

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Fleet’s techvis document to help establish scale.

I knew without even asking that the first thing that would come to me from showrunner Eric Kripke was that it had to feel more grounded and real, as crazy as that sounds in this situation. I knew that the words ‘grounded’ and ‘real’ would come out, which to me meant really studying what cameras would do when they shrink down, as well as the people.

There’s two basic worlds: First, there’s the world where the person shrinks down but the world stays the same (they get small). Second, there’s shrinking with that person into their scale and the world around them being scaled up. I quickly realized that there needed to be some rules put in place. I was reading the script and it didn’t describe how much he shrinks down, but in one scene he’s having some fun with a doll, and then in another scene he’s entering a certain orifice, and you quickly realie that he’s not going to be the same scale in every scene. A doll is 12 inches. Then the penis entrance–the meatus is the clinical term for it–is much smaller than that, like a centimeter-or-two-ish.

CG model of drug paraphernalia, again for scale testing.

So, I got into the math. I actually created a full spreadsheet for the crew where we tracked his scale in different places and came up with the scale multiplier, which helped props create little avatar dummies that we used, reference stand-ins and things like that. It also helped us with the scaled set for the giant cocaine lines.

What it came down to was, I wanted to figure out how exactly this stuff was done. What’s the math? It actually ended up being very simple. I just popped into Blender or Cinema 4D and created a shrunk down world based off of polyscans of our set. I plugged in all the variables, the camera sensor, everything. The very simple math was that the camera distance is multiplied by the scale factor, so if you have something that’s going to be 10 times smaller and your camera’s five feet away, you multiply it by 10, and it’s 50 feet away, but you have to go straight back, keep your tilt and angle exact. That’s the actual math for how you would shoot a plate.

For example, the shot where he’s running up his leg, that’s a real piece of footage. It’s not CG. Now, I realized very quickly when we shot the plates where we would want to marry scale that you’d need a lot of space and you’re not going to have the space to put the camera 300 feet back. But what I then discovered is that there’s this point of ‘parallax termination’ where when you go so far back, it doesn’t actually matter anymore. Everything flattens out to the camera, so we just have to get to that distance. But tilt and height still are really important.

Planning and shooting

We previs’d the sequence with The Third Floor and then I techvis’d it myself. One thing I used was a new program which had just come out at the time for iPhones. It’s called Polycam, for scanning. I bow down to Polycam because I was able to go and just quickly 3D scan sets with my iPhone. The scans are not great quality, but everything’s to scale.

Techvis planner for the moment Termite runs towards the leg.

I phone-scanned the entire soundstage that we were filming in, including what we call the ‘alien landscape’ sequence when he shrinks down on the table. I was able to scale everything in Cinema4D and put in credit cards and drug bottles and cigarette boxes and see what the scales would really be and show everyone these visuals. I also took reference photos on a macro lens with the props team of the actual table gak, because we also needed everything on the real table to match the CG table.

When we were in post, for some of the wider shots where the guy is jumping over the cocaine and heading towards the meatus, something just wasn’t quite right. We were trying to keep a lot of focus to show all these objects in the background that we had spent a lot of time on. But in the end, we had to make everything super shallow depth of field to make it ‘feel’ right. It almost has this tilt-shift vibe to it, and that was the key at the end, blurring all the hard work that Pixomondo Toronto (VFX supervisor Tristan Zerafa) did on the CG backgrounds. It ended up looking great and it worked really well. Sometimes you have to make choices, sacrifice some spectacle, in order to keep the world legit and “grounded.”

More of the planning side of the shots.

The Art Dept built a practical penis entrance set–an 11-foot-high, 30-foot-longish representation of the penis–which was the large entrance, but they could only build a portion of it. They also built the interior urethra tunnel, which is legitimately connected to the entrance – and “real” with some VFX augmentation. They couldn’t actually, to scale, build all of what we needed. The “unit” would’ve been bigger than the sound stage! So we skinned over a large majority of it in visual effects and extended it height and width-wise. But the practical entrance was key for the performer to do his fantastic, and very real, swan dive. For us in VFX, with the penis set itself, it was all about getting the microscopic skin texturing and veins. It was a lot of work, and a lot of looking at medical reference, let’s put it that way.

An explosion like no other

The explosion part was a tough one. It was mostly CG, simply because it’s really hard to explode someone on top of someone else in real life. I love the special effects team on this show, Dynamic Effects. We’ve worked together for years now making explosions and such for The Boys. One of the things we always try and do is explode a blood bag anywhere where we’re going to do a head explosion or a body explosion or anything like that.

Practical effects were important here.

At a bare minimum, it’s a fantastic reference. I would say 60 to 70% of the time we can use pieces of it. In this case, we did blow up a blood bag where Termite grew. It wasn’t used for any of the actual body blood, but what it did was, it hit the walls and so we were able to retain all the real blood that hit the walls. It just adds that level of reality, that little taste that is so necessary for realism.

Actually, speaking of that sign that says ‘Lucky’ in the back, that was a big grenade for me and the cinematographer, Dan Stoloff, on set because we all knew it was coming, but we didn’t realize just how massive of a light source it would actually end up being. It cast this whole yellow/amber light over the entire set. And I remember Dan coming up to me going, ‘Welp, I think this is our color palette.’ If you watch the scene, it’s got a very yellow tone to it and that ended up actually being a very fortunate occurrence. It was a good complement to blue when we later did the small world stuff so it ended up really helping us with the microscopic world footage. It gave us this strong look to dial in.

When we shot the small world stuff, Dan actually had the wise idea of shooting the color temperature normal, so the bluescreen stayed blue, but we created a LUT that easily dialed in the warm look in post. That really helped blend in edges and unify the world. It gave the whole sequence this consistent grounded look via color palette.

This Summer…

For the Dawn of the Seven trailer, Jeffrey Mossa, our production designer, designed the amazing practical sets. They just took over a part of our backlot and built it out. They brought in a bus, they brought in a fire truck. They brought in that destroyed “V” sign and just made this cool foreground destroyed area.

On the set of ‘Dawn of the Seven’.

We knew that the background was going to be this huge visual effects gag of an apocalyptic city. We built a really big traditional greenscreen setup in the background. But shooting a real, daylight exterior – that really makes all the difference when it comes to naturalism and VFX work.

Also, that sequence was shot in two locations, in Toronto and Los Angeles, because Charlize Theron shot her portion in Los Angeles. So I again used Polycam and some HDRIs and created a whole shot by shot sun map of where the sun was in relation to where we were filming at given times of day; I created a top-down and a 3D model layout of the entire set.

Techvis layout for shooting ‘Dawn of the Seven’ sequence.

I handed that over to the LA production team, where they were able to recreate the look near exact. The important thing for me was that sun/lighting directions matched. So when you are shooting daylight exterior, you plan your shoot around sun position! Rising Sun Pictures (VFX supervisor Dennis Jones) did the visual effects for that sequence.

Deep’s deep relationship with an octopus

When Deep is made to eat the octopus, we of course knew right off out of the gate it was never going to be a real octopus [PETA, in fact, recognized The Boys for using a CG creature here]. We talked to Ron Stefaniuk, who is a fantastic prop and creature maker up here in Toronto. He made the whale in season 2, and the dolphin in season 1, and well, the penis set in season 3!

Vegan noodles stood in for the real thing.

In our tradition of sea creatures and Ron, he created a lot of octopus puppets for us. They were great for reference, but ultimately the interaction was so complex, it ended up being mostly CG for the octopus shots. However, having that reference was invaluable because it gives you a scale, a size, a lighting – most importantly it gives the actor (Chace Crawford) something tangible to interact with) – so the puppetry really ended up being of the utmost importance. And really top-notch work.

For when The Deep eats the octopus, our props team created these vegan noodles that he could eat. And then we’d replace them in CG. We previs’d it with John Griffith from CNCPT who did some amazing work for us this season. And then we also techvis’d it. We had little stickers stuck on the actor’s face with string that we could pull to make his cheeks move properly. Ultimately I would say the heroes of that sequence for me were MPC London (VFX supervisor Charlie Bayliss) those guys just crushed it.

Timothy, the first octopus, needed the most amount of work because you’re also R&D’ing and building the system. By the time we got to Herogasm and then the next episode where he’s got Ambrosius (everyone thinks it’s Ambrosia, but trust me it’s ‘Ambrosius’, world!) as his amorous octopus pal, it all went very smoothly.

I would say the most interesting thing that came out of it was that the first couple rounds we got of animation were sort of ‘big’. Timothy was very gestural and Eric Kripke kept telling us to pull it back. It’s funnier if he’s real with just a hint of that characterized fear. So we kept pulling back the animation and really just making him more like a real octopus on the plate that looked terrified.

Chace is such a champ because, well, I have to get these guys to do some crazy shit on set. I mean, I have to say, ‘Yeah, no, it’ll be fine. Just put on this octopus diaper, eat this rubber ball, and I promise you, it’s going to be great in the end. Just eat these vegan noodles while two people pull on strings on your cheeks.’ I guess over time I’ve earned a little trust!

Enter Herogasm

For the fight with Hughie, Butcher, Soldier Boy and Homelander, I have to hand it to our stunt coordinator John Koyama. I would do a previs with CNCPT and then John Koyama would do stuntvis. He’d create these almost Michel Gondry-esque sets out of cardboard to get his team rehearsing.

The stunt set-up.

He’d film it like a full on movie. He’ll shoot coverage. He’d send edits. He’d get notes. I think he did 12 to 16 versions of that sequence alone before we even filmed it. So yeah, I just followed his lead.

What worked really well was that they then built the set with wires in mind for the fight. The set had a roof but they cut special holes in it to put all the wires that were needed to do the pulls on the actors and stunt performers.

Staging the action.

For VFX, we then had to do some CG capes and one CG digi-double shot of Homelander at the beginning when he first flies forward. Then there were wire removals and some continuity fixes with breaks on the walls. Of course, there’s the glowing Soldier Boy power at the end, and Hughie’s ‘bamfs!’ and the lasering.

Getting that iconic shot of Butcher and Homelander hitting each other with lasers and finding the right balance between making it that thing that everybody knows in movies where two lasers hit each other, but not making it over the top because, well, that’s not our show.

Close-up ont he action.

That was really fun to do. There were a couple of vendors on that one. It was a mixture of Soho VFX (VFX supe Keith Sellers), Rocket Science (VFX supes Anthony Patterson and Alonso Varela) and Pixomondo Toronto again.

Black Noir gets animated

The animated characters that become part of Black Noir’s story were really interesting from my perspective, because I’d never delved into the world of 2D animation at all. There’s a company called Six Point Harness that did the traditional animation of the characters. They are the real heroes that worked with Eric Kripke on the look, design, type of animation, and so forth. Then, I oversaw how the scenes would be shot when we did hybrid live-action/animation on set.

Data wrangler Xander Copp stands in.

Once they had designed some characters, scale was really important to me. I took some photos with my data wrangler, Xander Copp, and I started making these Photoshop composites of them at different scales. I also realized quickly that we had this real opportunity, this real storytelling opportunity, to differentiate the characters when they’re in the full cartoon world, from the characters when they’re in the real world.

We’re a very desaturated show, we’ve got this kind of skip bleach look to our show. So in Photoshop, I took their very colorful traditional cartoon work and I started desaturating it, adding shadows and reflections. It was a way of coming up with a look to transcribe into the show.

Fleet with a cartoon character cut-out on set.

On set, we made cut outs to scale of the characters – ALL OF THEM. I mean, my office was filled with cut outs of these cartoon characters! And well, me and the on set VFX gang we would juggle popping them in to frame for reference, line up, sometimes even acting out character motions. I’m sure there’s some really goofy dailies out there that someone could use to embarrass us!

Six Point Harness did the traditional animation and then handed it over as layers to Pixomondo (Tristan again!) who did all the compositing of the real world shots. We ended up finding so many great little nuggets to play with. There’s this one shot of Buster and we had these practical beams of lights on the set on the day. We added an extra one in visual effects that hits his head and when he moves, he comes in and out of the light. Just things like that to really tie him into the environment.

The cut-outs are placed on set.

The Pixo guys also used this algorithm to deal with the animation. Our characters were animated on 2s (12 frames per second), but Pixomondo designed this system to take the shots of the real world and essentially interpolate and double the frames, kind of like a really fancy optical flow. It meant we were able to smooth out some of that animation, and give it more of a Roger Rabbit look.

It’s one of my favorite things in the show so far, how we pulled off that animation. And actually, I was reviewing some shots with Eric Kripke and he said, ‘What a bizarre show. We created this scene where this guy is seeing his imaginary friends who are now portraying the characters from his past on a stage play.’ Literally these characters are now playing other characters. It’s insane storytelling and it sounds so complicated to say it, but it makes perfect sense when you see it and it’s definitely part of what makes The Boys the show it is.

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