‘We were almost like a little mini ILM inside ILM’

Go behind the scenes of Industrial Light & Magic’s matte painting department from the early 1980s on The NeverEnding Story, which turns 40 this year.

Wolfgang Petersen’s The NeverEnding Story came out in 1984 and has recently been celebrating its four decade anniversary.

The German production lent heavily on the efforts of Industrial Light & Magic to bring its fantastical world to life, often with traditional matte paintings. At the time, visual effects were largely achieved via models, matte paintings and optical compositing.

ILM’s supervising matte photographer on the film was Craig Barron, who would later go on to co-found Matte World Digital, and is now creative director at Magnopus.

Barron reflects on the film’s rich tapestry of matte painting work in this new interview at befores & afters. He breaks down how the analog effects were achieved back then, how filmmaker David Fincher worked as one of his assistants, and the Star Wars characters that were surreptitiously placed in one VFX shot.

When David Fincher happens to be one of your assistants

b&a: Can you paint a picture of what it was like back then in ILM’s matte painting department?

Craig Barron: What’s interesting about the matte department at ILM at that time was that we were the only department that could design a shot from concept, work with the director to get an approval, sometimes go and photograph the live-action, and then create the matte painting and composite the final shot. Meaning, we were able to create finished shots in the department that would cut directly into the film. Everywhere else, ILM was set up like a factory assembly line, where various departments–animation, creature and stage, etc.–would send elements to the optical department for compositing.

Of course, we also provided matte painting elements to the optical as well. But we were unique in being able to create a matte shot from start to finish, almost like a little mini-ILM inside ILM. We had our own crew that could design, shoot on location, and do the compositing necessary to complete the work.

ILM in the 1980s was really an exciting time, a Renaissance of visual effects films was happening and fantasy movies were becoming very popular. We were working with many different types of filmmakers. In particular, the Bavaria Film Studio had a whole different approach to their cinema and their way of making movies. We had such a great experience on The NeverEnding Story that we also did Wolfgang Petersen’s next film, Enemy Mine. On that film, we were much more involved in the pre-production and went to various locations, like Lanzarote, one of the Canary Islands, to film live-action scenes for the matte paintings. They liked what we did on The NeverEnding Story so much that they invited us more into their creative process.

I was privileged to collaborate with an exceptional crew, including Randy Johnsson, Wade Childress, and Deborah Morgan, who were highly skilled VFX camera operators and assistants. Additionally, I had the opportunity to work alongside David Fincher, who later achieved remarkable success as an acclaimed director. Fortunately, our professional paths crossed again, and I contributed digital matte painting environments for his films, Zodiac and The Curious Case of Benjamin Button.

b&a: What were the big challenges of doing VFX back then?

Craig Barron: I recall the huge challenges faced by the optical department, run by Bruce Nicholson, particularly with the Luck Dragon. If you’re searching for the ultimate compositing challenge from the photochemical era, imagine a white dragon with wind-blown fur, composited into aerial footage of a Learjet flying over various landscapes. It was incredibly tough, and unfortunately, those effects don’t hold up as well today as we might hope. However, these were the optical pioneers at ILM creating images that audiences had never seen before. Today, we have remarkable digital tools that we could only dream about–tools that can seamlessly fix any matte lines and perfect the image as needed.

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Above, images from a Propstore auction posting showcase some of the original bluescreen photography. 

Back then, it was often a matter of luck–you had to be lucky to make a good Luck Dragon shot. Every shot was like rolling the dice. Would the element break, literally wear out in the optical printer after 20 attempts, scratched and worn? Or would you have to remake a matte element, and it would shrink slightly in the developer, causing misalignment–again ruining the shot?

Matte lines would appear on bluescreen shots because you needed a holdout matte dense enough to prevent the background from showing through the object you’re compositing. This density must be sufficient to ensure opacity, but that often resulted in hard edges around the object that were too thick and poorly blended, especially with textures like fur. The solution involved using two types of mattes: a very soft matte for the fur’s outer edges and a denser, undersized matte for the rest of the dragon.

Imagine the alchemy needed to balance these elements, the painstaking adjustments, and the anticipation of seeing the results the next day since real-time review wasn’t possible. ILM’s optical department set a standard and paved the way for the next generation of filmmakers who now benefit from the development of advanced digital tools. We owe it to them to recognize the difficulties they faced in pioneering these techniques that created the visual effects industry.

‘It’s made by somebody with a brush’

b&a: What can you say about the kinds of matte painting work that’s in NeverEnding Story? It has such a fantastical feel to it.

Craig Barron: The matte paintings we created existed in a fantasy world that we hoped would possess aesthetic appeal. However, they were not photorealistic, as nothing in the movie was intended to be. If we were to use digital matte paintings environments common today, they would not fit into The NeverEnding Story at all.

There is something uniquely beautiful about analog matte painting–it’s a craft. Created by an artist with a brush, it has a distinct feeling or quality that some people seem to prefer over the strict realism often produced with digital environments, especially for fantasy films which don’t require a photorealistic approach.

b&a: Sometimes when people happen to see a traditional matte painting up close on a piece of glass or wood or plexiglass, they’re always amazed, I think. And what amazes them is how ‘painterly’ it tends to look. I mean, you can often see the brush strokes. Was film really forgiving? I wonder if you can talk about that side of things?

Craig Barron: Sometimes, too much detail can actually be counterproductive. If you incorporate more detail into a shot than a camera lens shooting the live-action can resolve, it doesn’t appear as detail; it simply looks overworked, busy, and confusing. Traditional matte painters like Albert Whitlock, Peter Ellenshaw, and Matthew Yuricich understood this well. They began with a loose initial lay-in of their paintings, then conducted tests combined with live-action footage to see what was effective. Details were added incrementally as the image evolved.

In computer graphics, we lack a direct equivalent to this traditional process, which is why CGI can sometimes appear sterile or dead. The essence of traditional matte painting was to add just enough detail to create an illusion. You were part of an evolving process, witnessing it day by day in tests and dailies. The early stages were very basic, consisting only of rough shapes. The magic occurred as these shapes gradually came into focus, like a fog lifting, crafting a believable scene.

Behind the process

b&a: Maybe some readers don’t know how a matte painting was done at ILM at the time. Could you walk me through that process?

Craig Barron: Of course, it all starts with the script. Usually, the matte paintings were created to make the establishing shots for the rest of the sequences. We would identify and break down a script and say, ‘Well, these are some areas that might require matte paintings.’ Obviously, if you read about the Ivory Tower, you would probably think, ‘Well, there’s probably something going on there we could contribute to.’ We would then follow up by having discussions with the director to define a list of shots.

It was a little different on The NeverEnding Story because we weren’t as involved in the pre-production process on that film as we were with some other ILM movies. Brian Johnson, one of the visual effects supervisors, had shot a lot of the plates already in Germany and on location. We shot some additional scenes ourselves with extras in Marin County. In terms of the matte painting work, if the live-action plate had already been photographed, we would make an 8 by 10-inch photo blow-up, glue it to an illustration board, and paint over it with a sketch to establish what the finished shot should look like. That design would then go through an approval process with two or three revisions. The idea was to figure out all the design issues on a smaller scale in an art direction process before starting the matte paintings because, at that point, we didn’t want to make a lot of changes if we didn’t have to.

Once we got design approval, we would figure out what technique to use to combine the live-action with the painting. That could be rear projection, front projection, a bipack composite, or an optical composite.

Most of our shots were widescreen, requiring matte paintings measuring 2.5 by 6 feet painted on glass, framed in aluminum. On the finished shots we put a lot of work into matching the live-action footage to the matte painting. Traditional matte painting is probably, I’d have to say, the most successful technique in traditional visual effects because the matte artist could change the painting to match the color and quality of the live-action, and then the compositors could then change the color and contrast of the live action to match the painting. We work the shot together, meeting each other halfway. The goal is to make a seamless transition from the live-action to the painting without the audience knowing where that transition happens.

Making the matte paintings

b&a: What was one of your favorite matte paintings in NeverEnding Story?

Craig Barron: I have to say it’s the Silver Mountains matte shot. We found a young boy who doubled for Atreyu, capable of riding a fast-galloping horse. I photographed him at a rock quarry in San Rafael that ended up being our nearby backlot for several shots.

We did the shot as an original negative matte painting by first setting up a mask in the camera and then capturing several takes of the boy and horse running by. Afterward, we took that same piece of film and added the matte painting to it as a new exposure to preserve quality. This was Albert Whitlock’s method, which we always preferred using.

Wolfgang wanted the silver mountaintops to look very fanciful. So we made a separate element of them as miniatures, sculpted and integrated them with aluminum foil with light reflecting off them into the camera. Chris Evans completed the rest of the matte painting, and then we added all the pieces together. That was really fun because it was an added shot we came up with ourselves to fill out the montage sequence of Atreyu riding through Fantasia.

b&a: I also love the scene of the boy on the horse in the wheat fields.

Craig Barron: Mike Pangrazio did that beautiful painting. The live action plate was shot for us by Brain and the German VFX crew. We would sometimes receive the live-action with a sketch from the production, but other times not. In those cases, we would create our own sketch and make design suggestions for Wolfgang’s approval.

I think for this particular shot, Mike pretty much designed it all himself. The point of these traveling shots was to create various different-looking locations in Fantasia for Atreyu to ride his horse through. Later, when Atreyu falls off the Luck Dragon during the storm and awakens on a beach, there were several matte shots that involved cloud tank work for the skies, provided by the VFX crew in Germany. Caroleen Jett Green did many of the matte paintings in that sequence.

b&a: There’s a quite well known matte painting in the film with the crystals, too.

Craig Barron: That amazing shot was done by Jim Danforth. If you look very closely, as Atreyu rides behind the crystal, you can see his reflection inside it. Jim also created the shot when Atreyu is approaching the Oracle. He did this work as a freelance matte artist at his own shop for us down in Los Angeles.

b&a: Any other particular paintings you wanted to mention?

Craig Barron: The Ivory Tower matte shot was painted by Caroleen Jett Green on a large 4 by 8 foot masonite board. The German VFX crew had already filmed much of the Ivory Tower sequence using miniatures. However, the footage they sent us, with its heightened color palette of bright orange, blue, and yellow hues, lacked a wide enough shot for an establishing view. They requested we create one, which proved challenging due to the need to match the theatrical colorful lighting. I remember this being one of Jett’s first paintings for us at ILM. Mike Pangrazio and Chris Evans also contributed to it. We used a practical light source to simulate the sun, complete with a soft lens flare, and added moving cypress trees in the foreground, along with animated twinkling lights in the environment.

There were also the Chris Evans matte shots we called ‘sky and flower tulip’ during the scene where Atreyu is given the quest to save Fantasia. These shots feature various alien characters in the audience. If you zoom in very closely, you’ll find E.T., C-3PO, and the Ewoks included. Interestingly, no one seemed to mind the occasional gag we’d sometimes incorporate into the matte paintings. Working many late nights on this project, having a little fun helped keep us going. But don’t tell anyone.

Be sure to visit the website Matte Shot – a tribute to Golden Era special fx for some more great behind the scenes stills from many of these matte paintings.