Miniatures, LED walls and live-action animals stitched together: the VFX of ‘Poor Things’

December 9, 2023

How Union VFX helped craft the surreal and hyperreal world of this Emma Stone film.

A lot of unusual moments occur in director Yorgos Lanthimos’ Poor Things, a film in which the main character Bella (Emma Stone) is brought back to life by scientist Dr. Godwin Baxter (Willem Dafoe) and wades through life as a newborn in an adult body.

The surreal world created for Poor Things is extraordinary, from Dr. Baxter’s experiments creating Frankensteined animals including a half goose, half French bulldog and a half duck, half goat to the unique locations that the naive Bella and more suave Duncan Wedderburn (Mark Ruffalo) travel to via boat, including fairytale-like versions of Alexandria and Lisbon.

The film’s unique look and composition was made possible with the aid of several visual effects techniques ranging from huge LED walls to miniatures, matte paintings, significant CG work and digital compositing.

At the helm was Union VFX visual effects supervisor Simon Hughes, along with visual effects producer Tallulah Baker. Union’s Tim Barter did the onset supervision in Budapest, with Union’s Dean Koonjul acting as DFX supervisor on the film in post.

Here, Hughes shares the story of the making of Poor Things and its effects work with befores & afters. Below we dive into miniatures, LED wall projections, environments and…those crazy pets.

b&a: What were the first conversations you had with the director about the very surreal nature of the VFX work in the film?

Simon Hughes: Yorgos is a photographer as well as a filmmaker so is understandably all about the filmmaking process. Our initial meetings were very exploratory – questioning all the different possible approaches. He referenced a lot of period production techniques such as painted backdrops and miniatures. He wanted all the environments to have a ‘painted’ quality regardless of how they were created.

Yorgos was very excited about using miniatures, so a lot of our conversations revolved around how to piece together these more traditional filmmaking techniques with our VFX approach to end up with something photoreal enough to sit in with everything else that was captured in camera while maintaining a miniature scale.

We looked at a lot of films that had used miniatures, particularly those that had used water, including a 1953 version of Titanic and questioned what ‘felt’ miniature and which things we’d need to be on the lookout for to ensure our amalgamation of techniques was working.

We were introduced very early on to Production designers Shona Heath and James Price and we worked very collaboratively to figure things out. Shona has a fashion and set dressing background and has a very strong surrealist aesthetic. James is from the film world and together we made an interesting, creative team.

b&a: One of the things I had heard early on about this film was the unique use of LED walls. Can you tell me about that and the cross-over with VFX?

Simon Hughes: We created sky and ocean environments for use on set, mainly for the journeys that take place during the film – we visit Poor Things versions of Paris, Lisbon, Alexandria and London. We came up with a series of 50-second ocean variations: choppy water, calm water and a different versions for times of day etc. which could be called up on the LED screens. We also created 11 different sky variations, which were then set up with those same motions, so they reflected correctly.

Jerrod Carmichael on the set of POOR THINGS. Photo by Yorgos Lanthimos. Courtesy of Searchlight Pictures. © 2023 Searchlight Pictures All Rights Reserved.

Those were 24K renders, which were projected onto 11 absolutely enormous (70m x 90m) wrap-around LED screens in Budapest at Origo Studios. It was quite a challenge just getting that footage rendered, set up and delivered to them in a way that everybody could actually use because 24K is quite intense.

On the creative side, they wanted a kind of bizarre underwater quality within the skies to fit into the surrealist world. Yorgos wanted to explore a hyperreal quality and different ways of making the skies feel surreal. I had previously done a slow-motion shoot of Dettol in fish tanks where we squirted it and observed how it moved. We showed these at slow frame rates to Yorgos and he really liked the idea.

I love how it moves because it feels like clouds, but there’s something weird about it that gives it a miniature kind of feel. We did a bit of research into artists using similar techniques and found that there are a lot of artists exploring this.

The production also did some research and found an artist named Chris Parks who has created a whole host of these strange liquid experiments that are actually available to buy! They spoke directly with him and together we came up with a process where we could experiment with his work for our skies at low resolution. We’d drop them behind real skies and put them in the deep background. Once we worked out which things worked well, we could go back and purchase them at higher resolution and work them up.

Emma Stone and Mark Ruffalo on the set of POOR THINGS. Photo by Atsushi Nishijima. Courtesy of Searchlight Pictures. © 2023 Searchlight Pictures All Rights Reserved.

b&a: One of the most surreal environments seems to be when they get to Alexandria, where they arrive at that rocky outcrop island.

Simon Hughes: This is a real amalgamation of miniatures, with live action life size sets and CG environments. Initially, Bella looks down at the slums before running down the stairs. We then do a big long pullout reveal of the island. Both those key shots had miniature builds: the architecture that she’s in and the stairs that she and Duncan are sitting on. There was also a set build for that specific section of stairs. Marrying the worlds together–real-world scale and miniature scale–had some technical challenges. We used some re-projections, extracted the actors at a certain point and re-composited them onto a LIDAR-scanned version of the model set so that we could control the camera move.

As much as we love the models, there’s a certain point where you want to give them more. They lack some definition in areas and we added some digi-doubles in there as well as palm trees, greenery and a cable car system running in the background.

So, it starts as a miniature, but we scan that model, bring it into CG, work it up and add all these extra layers and then merge them together.

b&a: But I suppose the starting point of having a model is the thing that seems to keep the look and feel tangible and maintains that aesthetic, even if you’re taking over with a lot of digital work.

Simon Hughes: Yes, it maintains the miniature quality which gives you this excellent foundation to work with. There’s also a lot of water work in there in those shots, so we created CG oceans. The challenge was figuring out the right wave height and interaction so it still feels miniature. There was a lot of back and forth about this.

b&a: I was going to ask you about the ship at sea type shots, which again, had surreal skies and the interesting looking water. How did you approach those ones?

Simon Hughes: Those boats are miniatures. We scanned the models, matchmoved the camera moves and then ran that through our ocean simulations. For one of the shots of the arrival at Alexandria, we ended up with an almost fully CG version in the end. The plate that we’d shot for the boat arriving was tracking and panning at the same time, so once we started putting oceans and other elements into it, it felt like it was crabbing. We wanted to sell the idea of a ship coming into port, so we brought it into CG so we could do a nice kind of turn to it and create a nice wake and give it a very obvious direction of pointing towards the island.

b&a: Another miniature I think was for the Tower Bridge?

Simon Hughes: Yes, with that one we are super close on the miniature, we see a lot of detail there. There was also a live action section of set built and there were some challenges combining the lighting between the plates. Some of the depth of field had to be adjusted as well. Story-wise, we needed Bella to walk further into the set piece, which actually brought her out of focus, so we had to bring in the models of the set and re-adjust the depth of field. The world behind her was a matte painting of period London.

Yorgos Lanthimos and Emma Stone on the set of POOR THINGS. Photo by Atsushi Nishijima. Courtesy of Searchlight Pictures. © 2023 Searchlight Pictures All Rights Reserved.

b&a: There’s a couple of sequences when I was watching them, I was thinking, ‘Wow, this is shot on an incredibly wide lens, how does that impact VFX?’ What were the very specific challenges of dealing with those shots?

Simon Hughes: I won’t lie, it was definitely a challenge working with a fish eye lens. De-lensing those plates creates a huge resolution. There’s a certain point, when running a lot of the tools that we normally do, we were getting some quite strange distortions towards the edge of frame. Sometimes they were actually cropping off. There was a lot of head scratching to figure out how to get a decent de-lens so that we could matchmove things and get things sticking correctly.

b&a: Going back to some environment work, I really liked the surreal nature of Lisbon, which had those skies you’ve mentioned, but also the cable car. I’m really curious about decisions you had to make about giving life to those scenes?

Simon Hughes: It was a lot of fun working all of that out. Again, it was key to maintain the miniature feel. For the cable cars, we had pole systems which ran the cable, so when they hit the poles and turned a corner, we had to work out the right feel for the wobble so that it still felt like it was a miniature. There were quite a few iterations on that to get it to where we were happy.

The big wide at Lisbon, when Bella is standing on the balcony and you see the whole world there, a significant part of the architecture was based on a miniature, but we also had to project a lot of that to add into the CG. It’s kind of tricky with the cable cars because you start with them in the real world and then travel into a false perspective, a kind of 2D world. It was a challenge to get the animation on that right as you transition from the real into the fake.

In the deep background, there were a lot of hot air balloons. We also had Zeppelins in London. Even though they sit in 3D space, it was fun to do a bit of cheating on them to maintain that ‘painted’ backdrop feel, even though you want things to move correctly. It’s quite a surreal challenge. It’s interesting for the artists working on it because we’re so versed in focusing on things being in perspective with everything correct, lighting correct, but then here we are asking the artists to break those rules.

b&a: At one point, Bella goes to the mansion of her original husband. What VFX work was involved there?

Simon Hughes: The main establisher of Alfie’s house was model photography, even for the grounds around it. At the end of the day, almost all of that was augmented. They wanted that area to feel like there had been a battle going on within the grounds with bombed out craters and a more gritty, nasty feel.

For the building itself, we brought the model into CG and worked it up with matte painting and relit everything because it was a bit too front lit. The plates we were marrying to were lit slightly more from the side. One of the LED skies was used when they shot the miniature, but we changed it in the final shots.

b&a: Something crazily different was Dr. Baxter’s bubbles when he has to burp. I just love how crazy they were, but tell me about the making of those.

Simon Hughes: There was a lot of talk going into the shoot about what could be done in camera to assist this. They did actually make some physical models and tried to move them with sticks, but it didn’t really work out. However, it did give us good reference for lighting, and a little bit of texture. Once we started moving to post, it evolved quite a bit. We ended up looking at things like lychees and orange segments for reference. The art department made a concept image almost like the skin of an intestine, but very transparent, where you see the blood and gore texture. There was a bit of bouncing back and forth to hone in on how gory to go. We didn’t want it to look like an organ itself; it still needed to be spit, but they wanted to have a little bit of nastiness to it.

b&a: Just in terms of maybe some of the even more invisible effects work, was there any gore fixing or addition for the operations in the film, or even for Dr. Baxter’s scars?

Simon Hughes: No, not on Baxter. Going in, I think there was a feeling that we probably would have to, but they did really well with the make-up effects work. We did do some gore work though. There are a couple of scenes where Bella goes into Baxter’s autopsy surgery room and plays with the cadaver, stabbing it with a scalpel blade. There was a prosthetic, but it bounced like a balloon, so we had to fix him down onto the bed and add gore and markings where she is stabbing it.

In another shot, a frog is squished when she slams the hands together, which was also done in VFX.

Then when we’re showing the brain being taken from Bella’s cadaver, we had to marry a plate of Bella with a shot of a prosthetic with a brain being pulled out. We added some entrails and veins that suck out as the brain is being pulled out with drips of blood that come down. It’s all invisible effects stuff, so there’s a marriage of prosthetics, a little bit of CG and then comp to marry them up.

b&a: I’ve probably left the most crazy thing to last, Simon, which is the hybrid animals. I mean, they’re so captivating. Going back to the beginning, tell me about the development of those.

Simon Hughes: When we started talking with Yorgos most people were automatically suggesting it should all be done digitally, but he really didn’t want that. He wanted to know what he could get from real animals. How we could make that work.

I was pretty sure it could be done, but it was going to require a bit of trial and error here as well as some risk. Animals do what they want to do, so we knew we were going to have to lean into their behavior a bit and work with it. Yorgos was all for that because it leaned into the surrealism of the whole project. He liked the unpredictable nature of the animals as it reflects the film’s ethos in many ways.

We suggested getting together with the animal wranglers and having them show us what they thought they could get the animals to do. Firstly, just walking from A to B, and then with somebody actually standing in front of them trying to hand them something.

We then did camera tests, trying to work out what would be the best combinations of animals while also pushing it – pairing animals that really shouldn’t be together so that it’s obvious that there are different connections. We were trying to find animals that are different enough, but at least have a certain point in their body that could act as a good connection point with their counterpart.

We basically overshot it, knowing these animals would just do whatever they wanted to do on the day. We got lots of variations of animals walking then we brought the footage into the edit and spent hours and hours trawling through trying to find those rare moments where you get a good connection.

We always knew there would be a CG requirement, but we wanted to go as far as we could with real plates. Quite early on, even with the early comps, we could see things were working. The technical challenge came when adding the surgical scars to the animals. We scanned all the animals, which is an interesting challenge in its own right.

We then brought the models into CG and rigged them. These were very unique rigs. We had the models of two different animals and then overlaid them over the image. We gave that to a rigger and they learned to create rigs for a hybrid animals which were then passed to matchmove, trying our best to get a good rotomation of the combined animal. It had to be done in several stages: matchmove would do a pass, hand it back to comp, and then comp would do a pass on that to tighten things up until we got to a good place.

I’m really glad that we went down the photography route and I totally agree with Yorgos’ inclination. If it had been done as full CG, people would be really picking on them and questioning their movement etc. But we can always stand behind them the fact that they are ‘real’ animals and behaviours. I think it’s really clever and love the final result.

b&a: Yes, especially because you get the randomness of a duck walk or a goat walk or a head shift that you might not have considered necessarily doing a CG animated animal.

Simon Hughes: There’s a lot of nuance in the way they move. You can do the best you can to recreate that, but there’s a lot of independent detail that you might not be aware of. To have that on film is great. I’m a big fan of it, personally.


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