In 2012, Charley Henley had told us about the work of MPC on TOTAL RECALL and PROMETHEUS. Last year, he worked again with director Ridley Scott for THE COUNSELOR. He now explains his work on the sequel of 300.

How did MPC get involved on this show?
Warner Bros have worked with us on lots of projects over the years and our previous crowd work was of major interest for this movie. We also have a great working relationship with Zack Snyder and VFX supervisor John DJ Desjardin who we worked with most recently on MAN OF STEEL.

How did you work with Production VFX Supervisor John DJ Desjardin?
The work was based out of MPC London so with DJ over in Los Angeles we had regular cineSync reviews. We reviewed shots together from our FCP suites and he was able to draw and add notes directly onto the footage, which is very useful. We also had a three way link with MPC Vancouver VFX Supervisor Pete Dionne and 2D Supervisor Arek Komorowski. The important thing was to make sure communication was as clear and direct as possible. We reviewed the work regularly sending layouts, temps, and WIPs continuously through the short post period to make sure the edit was up to date with our latest work and most importantly that we were all on the same page with look and shot design. This was very important, as there was so much creative freedom on the show, we all needed to tune in to the tone of the movie.

What have you done on this show?
In a nutshell our job was to create the world around the actors who where shot on predominately blue screen stages. MPC’s scenes included the post burning of Athens on the acropolis, Xerxes palace, the desert and caves, the post battle of Hells Gate on the cliff edge, Xerxes bridge over Hellespont and the epic Marathon Battle.

Original, beautiful and graphic environments were designed for each sequence, with the correct atmosphere, historical content and style to support the mood and story. We built beaches, the sea and boats, palaces, deserts, cliffs, cities on fire and ancient Greek monuments like the acropolis. These then needed to be filled with a combination of digital and live action characters, mythical creatures and armies, animal’s and even flies. Atmosphere and FX filled the left over space with smoke, rain, eyeballs, flying limbs, sweat and blood. We even added “floaties” particles to fill the space and catch light. Most shots involved almost every VFX skill set, from animation to environments, from simulated FX to element compositing.

The show was a blast to work on as we had so many different challenges and a freedom to really style up and design the look for each scene.

Can you describe one of your typical days during the post?
A day in post for the lead team would generally start with a production meeting to summaries key issues and news for the day. Followed by sequence reviews where we would review the shots in edit context with each of two teams covering all disciplines, which had various scenes divided up between them. Other mornings as new shots came in we would brief our team at MPC Bangalore, India for camera tracking, 3D roto animation and rotoscoping and paint work, simultaneously kicking off Matte painting and comp with a creative task to experiment and design a look for a given scene. The afternoon would involved focused reviews with each department, the first few months would be all about asset building, Layout and animation, later we would be concentrating on FX, matte painting, Lighting and Compositing. Many days would end with a review with DJ in LA or with our Vancouver team.

Our Production Team led by Oliver Money and Gracie Edscer were in a constant cycle of budgeting new shots as they where coming in and scheduling and re-scheduling each shot to make sure all departments were feeding each other to maximum efficiency. We had a very tight turn around on this show so it was key that departments dependent on up stream work got what they needed on time. We also had a team of sequence coordinators doing a great job of driving the shots through the pipeline.

How did you recreate the iconic final shot of the first film?
This was based on the original footage scanned from the first 300 film. Additional elements where shot for Xerxes and his horse. His axe was CG matched to a stick he was holding. We had to then manipulate the original plate to have interaction between the horse and bodies as it walked across them, adding CG moving shields and 2D moving cloth as well as extra blood and flies.

Can you tell us in details about the Marathon battle creation?
MB was one of our biggest scenes. It was based on shooting plates on approximately 60×60’ set of mud surrounded by blue screen. In addition to key actors and props we only used about 20 muscular extras playing Greeks and another 20 for the Persians. The rest of the armies were created using a combination of practical shot plates on cards for the closer action and digital crowds to fill in the hundreds behind them.

The first priority was to build the environment. After extensive research on the look of Marathon bay in Greece, we sent our environment lead Marco Rolandi to a wonderful wild beach in Spain to shoot stills. These where used for image based modeling, textures and Matte painting. We used these stills to create the cliffs and environment for the battle. Creating a CG beach and cliff with projected textures and a Matt painted cyclorama for the distant mountains and sky.

Layout of the scene was the next priority as all of the work depended on everyone knowing what should go into each shot! Stanley Dellimore, MPC’s Head of Layout set up a great team for us. Based on early models of the environment, the whole battle was plotted out and then constantly referring to the cut we split the battle out into beats to keep it manageable.
Hundreds of shots needed character specific roto animation to line up soldiers who needed limbs removing or weapons that needed to be added in post, along with huge amounts of roto and paint preparation. CG FX were used for most of the blood hits, simulated using Flowline particles, rendered as meshed geo with additional displacement. The blood was very stylized as was the rain added through out the scene. The references we used were from Frank Millar’s graphic novel style and the movie SIN CITY.

Many shots required lightening, which was created with a combination of animated matte paintings and rendered lighting passes flashed up in compositing. We also stylized the look of lighting strikes carefully timing them and dynamically retiming shots after each strike. Visually any lightening frames had a specific grade and lighting pass to emphasis the graphic novel style. Boats had cloth dynamics for sails and rope work which had to be fine-tuned to look good during the dynamic retimes.

MPC London 2D Supervisor Bronwyn Edwards shot practical elements to enhance the chaos of the battle including blood, raindrops and mud spray, ash particles, dead bodies and smoke. Bronwyn and Arek’s team of compositors had the challenge to find a balance between a photo real finish and styling up every shot to have the feel of a graphic novel with maximum impact always looking to enhance each shots story telling purpose.

How did you created and animated so many soldiers?
MPC Crowd HOD Adam Davis who worked as a CG Supervisor on the show along side Sheldon Stopsack and Max Wood, concentrated on our retime and crowd challenges.
“Animated soldiers were done by the crowd department lead by Jo Plaete, using MPC’s proprietary crowd system ALICE. There was an initial motion capture session for the soldiers which was done out in LA at Giant Studios. This allowed us to capture a lot of really heavy stunt performances, which would be used for the large battle sequence. We also captured several more actions in house to supplement the shots, and along with the keyframe animation cycles for the elephants & war rhinos fed all of these into ALICEs motion synthesis engine.

As we had a very short time to deliver so many shots, we wrapped up as many of the crowd tools as possible, this automated a lot of the complicated tasks the crowd TDs would be facing, shot after shot after shot. Particularly whilst working with the ever changing retimed shots, keeping as much of this as possible hidden from the artists, allowed the crowd TDs to concentrate on populating the shots as quickly as possible. As we also had a lot of artists coming from our layout department to help out, many for the first time, it provided a safety net for them, meaning they only had to concentrate on making the shots look good rather than worrying about a lot of the technical complexities.”

How did you handle the slow-motion challenge?
This was one of the bigger challenges on the show, Adam Davis recounts. “MPC had developed a selection of tools for the movie SUCKER PUNCH, another Snyder production, which we updated for RISE OF AN EMPIRE. This film pushed us much further though as we had to deal with so many crowd and fx shots and such a large and varied number of speed ups & slow downs. This was made even more complex by the number of different frame rates the footage was shot at, with a mix of 24fps, 48fps, 96fps, 1000fps and 1200fps.

The retime pipeline was designed to allow us to have a single retime curve for each shot where it was necessary. The curve was generated by our compositing team as part of the plate re-timing process, with one of our compositors on the team Mirek Suchomel, becoming our retime guru, from day one to the end of the show he looked after almost every retime in the pipeline, at some point I think he started to dream in slow motion!

The retime curve could then be brought into all of our major applications such as Maya and Nuke, and exposed a selection of data to the artists and their tools, such as the slowdown or speed up factor in various different forms. The system allowed any work to be done on the shot in any department effectively independent of the retime. Therefore allowing for retimes to be changed later or normal animations cycles to be used and FX dynamics to be calculated at normal speed. Every artist on the team would simply animate or simulate their work matching the plate, and then at render time the retime data would be used to interpolate the caches/animations. This allowed us to keep working on shots without having to go through every department each time a retime changed as the edit evolved and editorial played around with speedups and slowdowns.

The biggest challenge was with the footage shot on Phantom cameras, at 1200 fps this would have meant hugely long frame ranges for shots of only a couple of seconds. The retime system allowed us to split the retime curve into several layers to combat this. For the shots filmed at 1000s of fps, we linearly retimed the plates into what we call our working timeline, before applying the remainder of the retime at rendertime. This allowed the artists to work at sensibly long frame ranges.”

Xerxes had a massive palace. What indications and references did you use for this palace?
The palace was roughly based on the ancient ceremonial capital of the Achaemenid Empire, Persepolis. We took cues from Persian art and architecture. The idea was everything exterior should be centered around the kings podium and that the interiors and exteriors would have an exaggerated sense of scale. Many structures were derived from beautiful classic Persian sculptures.

Can you explain in details about its creation inside and the outside?
Interiors where all detailed models, textured and lit with ray traced reflections and bounce. We filled the space with atmospherics; smoke flames and particles in comp. For the exteriors, to deal with the massive amount of detail and the fast turnaround needed, we modeled in full but texturing was a combination of a basic texture pass which was lit combined with matte painting techniques used to add additional detail. Some of the big exterior shots were treated as stand alone environments and rendered in Mental Ray. But we mostly used Renderman.

At a moment, Xerxes emerges from of river of gold. Can you explain in details the creation of this beautiful shot?
CG Supervisor Sheldon Stopsack: The biggest challenge of this shot was the marriage of two different plates, one for entering the pool in the cave and the other for rising as a king and stepping out into the Palace. Being shot at very different angles and lenses. There was a lot of juggling by one of our lead layout artists Paul Arion, to find the perfect blend of two real camera moves into a seamless single CG camera. The liquid gold effect as Xerxes emerges was done with Flowline particles, being meshed and rendered as a solid surface. Accurate Keyframe Roto Animation plus additional Tech Anim to fully match Xerxes body with a CG model was crucial to ensure a good connection to the fluid simulation. The look of liquid gold proved to be challenging as well with a lot of tweaking needed to find the right viscosity in drips and rippling effects.

Can you tell us more about the CG elephants?
CG Supervisor Sheldon Stopsack: Part of my role was to supervise the creature, asset builds and lighting pipeline for the show. Building believable giant elephants and selling their scale was the challenge but we were able to take some cues from the mammoths we had built for previous films. A key issue was to give them a sense of weight. Our rigging department played a lot of attention to the layout of muscles, and creating believable muscle dynamics, which then drove the overlaying skin. At which point the shading also became a crucial aspect, skin wrinkles and folding, even though partly displacement had to be dynamically driven by the rig. Selling the scale and weight was the key. Adding hair, dirt and dust also helped sell scale and realism.

What was the biggest challenge on this project and how did you achieve it?
The sheer number of digital characters that need to move in so many ways was certainly one of the bigger potential challenges on the show, but MPC’s proprietary crowd system ALICE made it possible. Being able to seamlessly mix in numerous motion capture cycles for bipeds with animated cycles for quadrupeds we could bring to life an army for Xerxes, with elephants, giants, immortals, war rhinos, horses and motion captured dwarves riding animated giants all could be tuned by the crowd TD’s per shot and adjusted for scale and speed and number. ALICE really saved us on this show massively reducing the need for hand animating anything from charging armies, one to one fights sequences, ship sailing, horses rearing, birds, even flies swarming.

Have you split the work amongst the various MPC offices?
We did the majority of the sequences in London leading the project. Three sequences were done in Vancouver including the burning of Athens along with some environment and FX work. In our facility in Bangalore we completed Matchmove, Rotoscope and Paint and Prep work along with some of our assets builds and some compositing for the London based shots, so it was really a global show.

What do you keep from this experience?
We had a great experience on the show. It was brilliant to have encouragement to be creative in promoting the fun and stylish look of the film. DJ allowed us to push out some cool ideas for shot design and look development and the team really went for it. Exercising freedom to express the mood and story behind a scene with all the tricks available to the VFX artist will hopefully carry on to other shows for many of our artists who worked on RISE OF AN EMPIRE.

How long have you worked on this film?
March 2013 to end July 2013.

How many shots have you done?

What was the size of your team?
Around 300 people would have worked on the project at some point over the five months.

What is your next project?

A big thanks for your time.


MPC: Dedicated page about 300 – RISE OF AN EMPIRE on MPC website.

© Vincent Frei – The Art of VFX – 2014


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