DURING THE NINE YEARS OF PRODUCTION ON FANTASIA 2000, DISNEY USED

BREAKTHROUGH TECHNOLOGY TO CREATE A NON-TRADITIONAL ANIMATED FILM

"IT IS OUR INTENTION TO MAKE A NEW VERSION OF FANTASIA EVERY YEAR. Its pattern
is very flexible and fun to work with--not really a concert, not a vaudeville or a revue, but a grand
mixture of comedy, fantasy, ballet, drama, impressionism, color, sound and epic fury." --WALT
DISNEY, 1941

Sadly, Disney's goal was not realized. Fantasia's initial release was a financial disaster, and
even though later releases of the film turned a profit, and ideas for new segments were
developed, the project stalled--for 50 years. Fittingly, the inspiration for a new version of
Fantasia came from Walt Disney's nephew, Roy, who learned of his uncle's concept for Fantasia
at age 12 and had dreamed of creating new segments for the film he loved ever since. He
nearly had to wait until the next millennium.

In 1984, Roy Disney, who is now vice chairman of The Walt Disney Company's board of
directors, became the driving force behind the newly energized Walt Disney Feature Animation.
In 1991, when a home-video release of the original Fantasia proved a huge success, he was
able to convince the studio's CEO Michael Eisner to let him "fool around with the thing." That
year, he became executive producer for Fantasia 2000.

Like its predecessor, Fantasia 2000 is a fusion of animated images and classical music. In this
film, eight musical selections, including works from Respighi, Beethoven, and Gershwin,
unleash eight unique artistic flights of the imagination. And like the original, Fantasia 2000 will
make film history. The movie's world premiere will be at Carnegie Hall with live accompaniment
by the 120-piece London Philharmonic Orchestra, followed by a world tour. Then, on January 1,
2000, it will debut exclusively in Imax theatres, making it the first theatrical feature-length film to
be released in this large-format medium.

Why did it take nine years to produce? "I think because we were pioneering things," says
Donald W. Ernst, co-producer of Aladdin (1992), who became Fantasia 2000's producer in
1993. "We were learning as we went along." Also, he points out that because images tell the
story in Fantasia 2000, the segments had to be seen in final form to receive approvals-unlike
most animated films, which can receive early approvals based on narrative or dialog. All told,
some 1200 people will be listed in the credits, although a core team of 60 to 70 people created
much of the animation, says Dave Bossert, artistic coordinator and visual effects supervisor.

Seven of the eight segments are new; half have 3D computer graphics elements; and all were
touched digitally, including the original "Sorcerer's Apprentice," starring Mickey Mouse, which
was restored one frame at a time at Cinesite (Los Angeles) to remove dust, dirt, and artifacts.

Throughout Fantasia 2000, there is a blend of old and new, and of 2D and 3D animation.
Donald and Daisy Duck board a 3D ark, and hand-drawn pastels become textures for abstract
3D characters. Even live-action elements from the 1940s, now scanned into digital flipbooks,
appear in animations created with 3D computer graphics. The same rain used in Bambi (1942),
for example, became a Fantasia 2000 effect after being altered in CAPS, the studio's
computer-aided production system developed largely by Pixar (Pt. Richmond, CA) for Disney.

At Disney, CAPS is used by scene planners, color modelers, layout artists, and effects artists,
and for inking and painting 2D cels, whether the characters, effects, and backgrounds start as
scanned pencil drawings and paintings, or as digital sketches. It's also used for compositing 2D
and 3D elements and for final output.

3D computer graphics have appeared in Disney animations for nearly 15 years, with the first 3D
object in a feature film taking the form of a prop (a boat in The Black Cauldron, 1985). Later, 2D
characters were put inside a 3D background (Beauty and the Beast, 1991). Then, 3D became
used for creatures in crowd animations (The Hunchback of Notre Dame, 1996), and more
recently, as characters in small, but starring roles such as the Hydra in Hercules (1997). Largely
unseen publicly, though, were animated segments for Fantasia 2000 created during this time
that used 3D graphics. These segments required the development of breakthrough computer
graphics technology and helped prove the merit of computer graphics imagery (CGI) to the
studio.

Pines of Rome
Hendel Butoy, who had just finished directing The Rescuers Down Under, became supervising
animation director for Fantasia 2000 in 1991. Roy Disney initially sent him several pieces of
music, among them a personal favorite, "Pines of Rome," by Ottorino Respighi. When Butoy
selected "Pines," the project grew from there, with Butoy directing this segment personally. "The
music gave me an impression of flight," he says, "so I had two artists sketch things having to do
with flight." One sketch put a whale in a cloud. As the idea developed, they decided that for the
last march-like movement in "Pines," they wanted a pod of whales to lift out of the water into the
sky.

"I knew that with CGI we could multiply objects and put them into the sky, and it would be hard
to do by hand," Butoy says. "So if that were 3D computer graphics, then the rest would need to
be CGI to be consistent." This was the early '90s, and although Disney had incorporated 3D into
a few films, the CGI studio had not created anything this complex. "I asked the CGI department
if the idea were possible," he says. "They said 'Sure, it's just a matter of time and money.'" He
laughs now, remembering. "When they told me they could do it, I thought, 'That's great.' But
when we got into it, there were a lot of problems I didn't foresee. Still, the company stuck with it
and let us do it."

The story develops around a 3D humpback whale family and supporting pods of some 800
whales. In an especially stunning scene, when a supernova explodes above their iceberg-laden
habitat, huge whales lift out of the water and fly into the sky on a 70-foot screen.

Animators used Alias (Toronto) software running on SGI (Mountain View) machines to create
the whale family." 'Pines' was the first piece directly animated in the computer at Disney," says
Darrin Butts, an animator who worked on the "Pines" and "Piano Concerto #2" segments. "We
used off-the-shelf software, but the tools were still pretty rough." By the time work on the tin
soldier and other CG characters in "Piano Concerto #2" began, the studio could use Alias'
Power Animator for character animation. For these first 3D characters, though, Disney decided
to stick with tradition for the eyes by layering hand-drawn animation on top of the CGI,
according to Butts, who notes that because traditional close-up animators did the eye animation
by hand for the whale family, every frame of the underlying 3D animation had to be plotted out.

The whale family was animated by hand using keyframe animation. To animate the pods of
whales, though, the technical team wrote custom herding software in 1992. "We called it
'podding,'" says M. J. Turner, CG supervisor. This custom software made it possible to animate
the large number of whales that 3D software had made it possible to create. But integrating the
whales into painted backgrounds and into the 2D process became cumbersome. "For the shots
of the whales breaching through the clouds, we had to render the pods in layers and plot them
on paper for the [2D] effects animators," she says.

Even though the whales and ocean are CG, the water that drops off the whales as they rise out
of the ocean, for example, is traditionally drawn. To help blend the two technologies, the
technical team developed a color-picking tool to select colors from hand-painted backgrounds
and incorporate them into Pixar's RenderMan shaders. "One of the reasons to use CG was to
put a mottled skin texture on the whales that we couldn't do traditionally," says Bossert. "It gives
them an almost surreal look." The textures were created with procedural shaders in RenderMan.

To create the ocean, the technical team used a 3D spring mass mesh. Then, for the water
surface, they used a shader on top, according to Umakanth Thumrugoti, technical director, who
remembers trying to figure out how to create waves as whales broke the surface. "Susan
Thayer, lead technical director, came up with a brilliant idea," Thumrugoti says. To implement
that idea, Thumrugoti wrote a tool to generate particles that would travel in expanding circles
around the profiles of the curves created by the whales--like the circles you see if you were to
put a stick in water, she explains. The particles were then used as displacement maps to create
high and low areas for the waves.

Even though work on "Pines" began in 1991 and was finished in 1994, the segment is still
timely: While many animated feature films blend 2D and 3D, few have attempted to blend 3D
characters in leading roles into 2D painted backgrounds.

Piano Concerto #2, Allegro, Opus 102

Serendipity put this music by Dmitri Shostakovich together with the classic fairy tale "The
Steadfast Tin Soldier" by Hans Christian Anderson. By chance, Butoy, who personally directed
this segment as well, happened to be looking at storyboards for a short animation based on the
fairy tale while the Shostakovich music was playing. The two fit.

"I wanted to do the characters in CGI because they are toys, but I had cold feet after 'Pines'"
Butoy says. "These characters would have faces and would have a performance. They'd have
to act." Since Pixar was working on Toy Story for Disney at the same time, he talked to them
about creating the segment. But Steve Goldberg at Disney convinced Butoy to let Disney's own
CGI department create the characters. Goldberg's team did a proof of concept for the facial
animation in the summer of 1995, and got approval to create Disney's first 3D characters with
acting roles. An excerpt from the final animation, the story of a wicked Jack-in-the-box who
watches his beloved ballerina become the object of affection of a one-legged tin soldier, was
shown at Siggraph in 1998.

Two of the most technically difficult parts of the animation were creating the ballerina's hair and
dress. For this, Thumrugoti created a dynamics framework that worked for both. She'd receive
final animations, attach the skirt or hair to the skeleton, start her simulation program, and the
simulator would apply values to inverse-kinematics chains, which could later be tweaked by
hand. "The simulation had to look like traditional animation," she says. "The animators had to
have control." In addition, even though the folds and pleats in the skirt would naturally smooth
out with gravitational forces as the skirt moved, because they were part of an approved look and
needed to remain intact, she created a series of functions that plugged into Alias to put them
back, as a "post-process," after the simulation.

Symphony No. 5 and Firebird Suite

Beethoven's Fifth Symphony and Igor Stravinsky's "Firebird Suite-1919 Version," the opening
and closing segments respectively, were created most recently, both with the help of Houdini
software. The opening segment, set to one of the most familiar pieces of classical music, is one
of the most abstract visually in Fantasia 2000. Directed by Pixote Hunt, multi-colored, triangular
shapes tell a classic story of the battle between good and evil. The good shapes, including a
few "hero characters," are multicolored pastels, lit from above, that move like butterflies; the bad
shapes are dark, lit from below and move like bats or hawks. During the segment, the dark
forces emitted from plant pods in the ground attack the whimsical, multi-colored shapes.

The technical team was given a rough traditional animation to work from, according to
Shyh-Chyuan Huang, CGI lead, but the animation was created entirely with 3D computer
graphics combined with traditionally created effects and backgrounds. To animate the shapes,
slow and fast gliding and flapping animation cycles were tied procedurally to a particle animation
in Houdini; each particle would later be replaced with a 3D geometric shape. If the particles
moved up, the shapes would flap; if the particles moved down, they'd glide. The team controlled
the particles by setting them on a path inside an elliptical volume that contained obstacles the
particles would avoid.

Huang also relied on Houdini's particle animation tools to help create the "Firebird" segment. To
illustrate this musical segment, directors Gaetan and Paul Brizzi from Disney's Paris studio
created a sprite who would personify nature in a story of powerful forces and of a forest's death
and rebirth.

The CGI team's task was to give the sprite, who is traditionally animated, symbols of life when
she's interacting with her environment. To do this, they created a mesh that they rotoscoped to
the animated character's flowing robe. Then, rather than mapping a picture onto the mesh, they
mapped a flow of particles onto the geometry. As the sprite glides across the landscape, her
robe releases particles that grow into grass, flowers, and trees in her wake; her hair emits bees
and butterflies, which are animated sprites instanced to particles. "My personal favorite was the
shot when she gives life to a tree as she flies up through the bare branches," says Huang.
Because the moving branches were traditionally animated, the technical team created CG
versions by rotoscoping each one. That allowed the flower particles that shower down as the
sprite moves up through the tree to stick on the branches so that the tree looks like it's
blooming.

In the dramatic finale, the sprite flies through her charred forest and gives it new life. As she
sweeps toward the volcano, millions of trees grow up behind her and little flowers pop up from
the forest floor. To build the forest, the team used particles to start each tree, and then animated
the growing trees procedurally using texture map cycles and 3D morphing.

As she reaches the top of the mountain, millions of particles flow down its sides, turning the
volcanic ash into a green landscape. She flies on, up into the sky, and as she touches the sky, it,
too, changes. The technical team applied the particles flowing from her robe to the painted
background so that her movement influences the sky. "Each particle displaces a pixel in the
painting," Huang says. "It gives the sky texture and movement."

"It looks almost like an impressionist painting," says Bossert. "We couldn't have done this
traditionally" It ends the film--and starts the new millennium--on an uplifting note.

"All the sequences give you a feeling of hope," says Ernst, "that if we go down our path, things
will turn out well in the end." In any case, this has turned out to be true for Fantasia, at last.

PHOTO (COLOR): Soaring to music by Stravinsky, a sprite showers the land with 3D particles
that spray from her robe to become trees, grass, and flowers in "The Firebird Suite" segment.

PHOTO (COLOR): Even though the baby whale in the middle looks like a cartoon, all three
family members in "The Pines of Rome" sequence are 3D models. The water is also 3D.

PHOTO (COLOR): The whales were animated with key framing, but the baby's eyes (above)
were animated traditionally. At left, digital whales and water were blended with painted
backgrounds.

PHOTO (COLOR): Technically, the most difficult tasks in the "Piano Concerto #2" segment were
animating the ballerina's dress and hair. To do this, the Disney crew created simulation
programs. For the animators, making the one-legged tin soldier hop in time to music by
Shostakovich while sneaking up on the ballerina was also a particular challenge.
PHOTO (COLOR): To give the 3D shapes in "Symphony No. 5" a graphical look, textures were
made from scanned pastels. The shapes were flattened onto planes, outlined procedurally, and
layered in z-depth.

PHOTO (COLOR): With 3D flower particles dropping from her robe, the sprite dusts a tree with
spring blossoms and continues the annual, life-giving cycle.

~~~~~~~~

By Barbara Robertson

Barbara Robertson is Senior Editor, West Coast, for Computer Graphics World.