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Building the Twin Worlds
For cast and crew alike, the very originality of the script was also what made it at times enormously challenging. To tackle the massive production design challenges, McDowell marshaled a core design team consisting of a supervising art director and two assistant art directors along with a half-dozen set designers, three illustrators and two full 3D digital artists working on the post-production end.

McDowell says his design process typically starts with research, then moves into conceptual artwork that simultaneously involves 3D modeling and painting, with the 3D models being adjusted and updated based on a plethora of photographic material.

For Upside Down, the design process involved two parallel tracks of activity that fed into each other and spanned the Atlantic: On one hand, Solanas worked with a Paris-based visual effects house called La Maison, blocking scenes, and moving cameras and actors around in virtual space based on the environment design McDowell's team was doing in Montreal. At the same time, Solanas' work in Paris fed into what McDowell's team was doing -- for example, a new camera position might affect the design of a set.

"We would update the set based on every new bit of information we got from Juan," McDowell says. "That was a constant process throughout this film."

But all agree it was the dual gravity concept that presented the greatest challenge to the team. For most of the dual gravity scenes, McDowell explains, the two gravities had to be shot independently of one another, and then precisely stitched together.

"We would literally design a set, then cut it in half, and split it into sort of two halves of the egg, and put them side by side," he says.

Characters interacting in these scenes were shot separately in their respective half of "the egg" using green screen as background. At the core of this process, McDowell says, was extensive visualization work in which the team examined the environment in all gravities, followed by a pre-visualization phase in which sequences were blocked and storyboarded into those environments, and frames extracted, painted and analyzed. But even with all of this preparation, there were surprises on set that made the actual shooting of some scenes incredibly difficult and demanded considerable technical creativity.

"We developed technologies that have never been used before," says Solanas, who is not a fan of soulless digital effects. "We wanted the film to remain very human and analogue -- so we also developed a technology just to be able to stay analogue."

One technology used to ensure that camera position, spaces and shot requirements remained in sync in both halves of the split sets was motion control ("MoCo" for short), whereby a "master" camera on a dolly on one set is linked to a robotically controlled "slave" camera on the other set.

"It was very cool because when I would operate the camera and pan right, the MoCo behind on the other set would go 'Vrooom,'" Gill says. "It's all very complex. It's all computerized."

But what McDowell calls the "revolutionary challenge" of the production was the issue of eye-line -- the invisible line of sight that connects two people who are looking at each other.

"Historically in film there's been a lot of trickery with floors and ceilings and upside down orientation where the gravity's changing," says McDowell -- cases in point ranging from Christopher Nolan's Inception in 2010 to the 1951 film Royal Wedding, in which Fred Astaire famously dances on the walls and ceiling of a gimbal-mounted room. "But I don't think we've often, if ever, had a dialogue scene between two people in two different gravities."

In such split-set scenes -- and there are many in Upside Down -- the filmmakers found it hugely challenging to get a believable, specific eye-line between two actors who were acting not only in different spaces and often at different times, but also in opposite gravities.

"The issue of going through a scene trying to find the right shots to get to a point where people were face to face was very, very, very, very complicated," Gill recalls. "It was mind-boggling."

Second-unit director and cinematographer Mario Janelle came up with a system that helped solve the issue. It consisted of a video camera filming an actor from high up on one set, while a synchronized device on the second set pointed a laser at a tarp positioned at the height of the first actor's head, thus giving the second actor a visual mark to look at.

"It's one thing doing green screen and looking at the person in their face with all this stuff going on behind you, but it's another thing really not having anyone to act back at you," says Sturgess of the eye-line issue, adding that he sometimes had to look at crosses on a wall or tennis balls suspended in the air. "You might have five different eye-lines for that one person as they move around the room. It can get pretty complicated."

Dual gravity presented other challenges for the actors, as well -- such as scenes where the gravities overlap. "When you're acting, you're constantly having to think about which gravity you're in, what your clothes would be doing, all those things," says Sturgess. "I was constantly trying to work out what would happen if I was in the wrong gravity and I did this. Or if this object is from this world, what would it do? How would it move? Would it be flying back up into the air?"

Dunst had to deal with similar issues when her character ventured Down Below. "Whenever I went to Adam's world to visit him, my hair always had to be back, so it wouldn't be flying up. And I could never wear a skirt or a dress when I visited him, because it would be flying up. We had to be conscientious about that."

In some scenes, a condition of zero gravity occurs, as a result of the second law of dual gravity: the weight of an object from one world can be offset by the weight of matter from the opposite world (inverse matter). This created yet another challenge for the actors: flying.

Most of the "flying" in the film is done using wires and looks more like bounding in a weak-gravity environment like the moon. Take the scenes in which Adam and Eden are piggybacked together, their conflicting gravities neutralizing each other as they float down from Sage Mountain, where they first met, and frolic in the forest. It's an activity they've enjoyed since they were kids, but later in the film they use the same skill to flee authorities through a floating quarry -- a visually stunning and vertigo-inducing sequence. Sturgess was new to the art of flying, so he arrived on set a month before shooting started to do wire training.

"He had to learn to fly," says stunt coordinator David McKeown (The Notebook, Inception). "First of all, he had to get used to heights, because we were going to be going from boulder to boulder, weaving in and out of trees. After the first day, he was jumping in and out of the trees. He was pretty much a natural."

Sturgess, who did as many of the stunts in the film as was feasible, says the flying was fun -- although on at least one occasion it made him sick to his stomach. "It's so specific. If you push off with your foot just slightly too much, you'll go into a spin. So you really have to focus on your balance and your body."

After her roles in the Spider-Man films, Dunst was something of an old hand at wire work. The actress says her favorite scene in the film was the one where her character and Adam are piggybacking in the mountains and forests where they first met.

"I'm literally on his shoulders like a child," she says. "We're laughing together and floating through the air, and there's this beautiful snow in the forest and it looks so gorgeous. It's really sweet and fun."

Upside Down was shot in Montreal, a city the filmmakers say provided the best visual match for both worlds in the story. McDowell and Solanas spent a lot of time walking the city streets in search of details and corners that had the look they were going for and would drive the look of the film.

Naturally, Up Top had a very different look and feel from Down Below. To find parts of Montreal that could correspond with the affluent upper planet, the filmmakers looked for architecture that was modernist and classic from the period between the 1930s and the 1990s. A key location was Place Ville Marie, a 47-story office tower and plaza built in the 1960s that is arguably the city's most distinctive building. For the filmmakers, it established a look for the TransWorld tower and Up Top in general.

The look of Down Below, on the other hand, was driven more by the look of post-World War II Berlin and Havana in the 1970s, combined with the films of Andrei Tarkovsky. That is, a starker, somewhat abandoned cityscape that bears the scars of arrested historical and architectural development. The filmmakers found the look they wanted in Old Montreal and an abandoned factory they came across.

Lighting and the type of 35mm film used also distinguished the look of the two planets, according to Gill. "We wanted to have the upper world more edgy, contrast-y and a little bit more cold, and make the lower world more organic," says the cinematographer, who shot the lower world with Fuji film and the upper world with Kodak film. "Different film stocks already have a different feel. For Up Top, when we had sun, I would make sure the sun was very bright -- overexposed and very hard. And for Down Below, I would try to keep it down, with lots of clouds."

Also central to the appearance of the worlds were key locations in the story, such as the surreally gorgeous, Baroque-style theater where Eden dances tango. For the design of the ballroom -- described by Dunst as having a "romantic decrepit feeling" to it -- the filmmakers drew on a theater in the Czech Republic that Solanas and the visual-effects team had identified. According to the backstory, the ballroom was once a Down Below theater, whose artfully patterned ceiling now serves as a dance floor for the Up Top elite, complete with ceiling moldings and a giant chandelier. McDowell says the set presented some unique structural challenges, particularly the giant chandelier, with its thousands of crystals, which had to hang upward instead of downward.

At times, their desire to remain true to the internal logic of the dual-gravity concept bordered on the obsessive. For example, McDowell says the team thought long and hard about such details as how to show the aging of structures like the tango ballroom, even including such minutiae as water stains on walls that ran upwards instead of downwards.

"In general, we tried to create a sort of age layer that was not too gravity-dependent," he says, "because if you really overthink it, the dust would all fall upwards and it would be clean -- but we needed it to be dirty. So we had to think about some of those things."

Similarly, in the sprawling, homogenous office space that is Floor Zero of TransWorld, lighting the room from the ceiling became a challenge when the ceiling itself was a floor for the Up Top employees.

"We came up with a solution of building a light into the furniture," McDowell says. "But it just happened to also light the ceiling -- or the floor above it. We really had to redesign what it meant to light a space like that."

The Sage Mountain set, in which tall peaks in both worlds almost touch, also had the design team scratching their heads. McDowell recalls spending a lot of time working on getting it right: "How far apart are these mountains and how do they behave in relation to one another in the two different gravities? How do the actors get from one summit to the other?"

In addition to working on the set in the virtual space and in 3D, the team built physical models at various scales -- the largest of them filling the available stage space. McDowell, who is used to working with large studio budgets, says his crew did a remarkable job, taking castings of real rocks, creating plaster skins, and sculpting and painting beautiful, realistic, modeled mountain tops.

"Even on a constrained budget, we had these amazing craftsmen working with us to create realistic-looking sets," he says.

In fact, getting the most value for every dollar spent was yet another pervasive challenge throughout the independent production. In that regard, McDowell says, the ability to make decisions early and stick with them proved critical.

"What's challenging about working on a film like this is that you try to only build what is going to be in the film," he says. "Ideally, even with a compressed pre-production time, you spend more time on careful planning in order to not waste any time, money or real estate while you're shooting -- because you need every single penny to make it to the screen."

A perfect example is Upside Down's final sequence, a breathtaking sweep of the two worlds that elevates the concept of dual gravity, suggesting that it need not be a premise for conflict between worlds, but rather an opportunity for greater harmony. And it's all because Adam and Eden had the conviction of their hearts and the courage to explore a force even more fundamental and unyielding than gravity itself -- love.

Dunst says that's the true power of the film: "It's a movie that you can go to with your family and it'll be like a beautiful spectacle," she says. "Not in the sense of being in 3D or being overly dependent on special effects, but in a romantic, beautiful way that just sweeps you off your feet for a little while."


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