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For the production, it was crucial that The Tale of Despereaux be a character driven film. Explains Fell: "We spent a lot of time with our animators trying to find an understated style of animation that allowed you to consider a bit more of what was going on inside each of these characters.” And while the filmmakers knew the movie had to be emotionally impactful, they also wanted the tale to be filled with rollicking adventure as Despereaux and his cohorts embrace their respective quests.

As always, form followed function. When characters in animation are comedic or cartoonish, they tend to have a much more graphical design. It is quite difficult for a strongly graphical character to "give” a subtle performance in a more naturalistic fashion. In addition, because the stars of our fairy tale from the Middle Ages are a mouse and a rat who walk and talk, they were anthropomorphized…endowed with human qualities. Despereaux and Roscuro are eloquent, scurry on two feet, wear clothes, have 10 fingers, etc., but needed to be recognizable to children as familiar creatures they've seen scampering about.

As noted, all of the early vocal sessions were recorded for the animators. This allowed them, for example, to reference how Dustin Hoffman as Roscuro acted out a particular sequence in which he breathed in the heavenly vapors coming from the Queen's soup bowl. The recordings inspired the animators, as they were able to watch how each actor phrased a particular line or the posturing with which he or she stood. Additionally, the artists shot references of themselves enacting the specific scenes that they were animating. Working with Fell, Stevenhagen and animation supervisor Gabriele Zucchelli, each animator looked at these personal references to select the best moments and edit out the decisions that were not right for the movie.

Of course, animators never simply copy what they regard in real life. Consider this analogy: Imagine the difference between taking a photograph and then putting tracing paper on top and tracing it, versus laying another sheet of paper alongside the photo and drawing the essential elements…and simplifying what isn't necessary. Elaborates Zucchelli: "We bridged animation and live action in order to make these characters more believable. All the performances are quite restrained and subtle. We hope audiences will be drawn to these characters because they behave like real people in real situations. In animation, we often tend to exaggerate and pantomime. This film was quite new territory for feature animation.

"We avoided theatricality and spelling out what the character is thinking,” Zucchelli continues. "So we had to edit out all kinds of clichés and gimmicks that we as animators build up over the years. We had to keep what's essential to the shot and to the moment. For example, we kept the acting in the eyes and subtleties of expression.”

This deftness of animation was achieved through the unique synthesis of talents of Fell and Stevenhagen. As Ross comments: "Sam is a phenomenal CG director of animation. He's able to eke such wonderful nuance out of these performances and is just phenomenal at paying attention to the detail of the acting and the animation. Some of the nuance and subtleties he was able to achieve felt as real as any live action.

"Rob was just remarkable in his unique ability to hold the entire film in his head at any given moment,” Ross continues. "He didn't just board the movie; he reflected the tone right down to the subtlest acting. Rob's also a brilliant 2-D animator, so our animatics, at times, actually had the quality of a 2-D animated film.”

The first pass of any animated feature is known as an animatic—storyboards edited together with dialogue, music and sound effects. In the case of Despereaux, these boards were developed differently

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