Waking Sleeping Beauty

If you had young kids in the late 80s or early 90s, then you are no stranger to Disney’s animated blockbusters of those decades, like Little Mermaid or The Lion King. Now you have a chance to go behind the scenes with a new documentary, Waking Sleeping Beauty. The film was recently screened at the South by Southwest (SXSW) festival and is being distributed theatrically by the Walt Disney Company.

The project originally came together when Don Hahn (producer, The Lion King) and Peter Schneider (former head of Disney Feature Animation) decided it was a story that needed telling. After pitching the idea to then Disney Studios chief Dick Cook, the company agreed to provide a small budget and let Hahn and Schneider produce a candid documentary, “warts and all.”

Hahn and Schneider decided to focus the film on the decade from 1984 to 1994, which Hahn describes “as the perfect storm of talented executives and creatives, who came together to reinvent the magic of Disney animation.” This era starts at the transition point when many of the original Disney animators were retiring and as the division was being infused with new blood (such as John Lasseter, Tim Burton and Brad Bird). It’s also the point at which the new executive team of Michael Eisner and Frank Wells took the reigns of the corporation. The era ends at another transition point, after the untimely deaths of co-CEO Frank Wells and lyricist and creative force Howard Ashman, as well as the departure of Disney Studios head Jeffrey Katzenberg. Although the animation division continued with more successful films, the documentary ends with The Lion King.

Since Don Hahn had been in the middle of the action, he became the ideal choice to direct and even narrate the documentary. Not only did he intimately know the story, because he’d lived through it, but he also knew about many of the available media assets. Much of the documentary comes from news clips, internal videos and electronic press kits used to promote the various films. In addition, the animators themselves produced quite a few of their own “home videos” and unique caricatures that Hahn could use to enhance the visuals.

Waking Sleeping Beauty took about a year and a half to post and went through the hands of three editors (Vartan N. Nazarian, John “JD” Ryan and Ellen Keneshea).  As Hahn explained, “I had three editors on the film and it turned out to be a great way to work. They each brought a special talent and perspective to the film. Vartan did most of the ‘heavy lifting’ to get us to our first cut. I consider JD as my ‘forensic editor’. He picked up after Vartan and was the guy who dug in deep to find those little ‘gems’ of never-before-seen footage that make this film special. Ellen – with whom I’d worked on other films – came in at the end with a fresh eye, finished the film and gave it polish.” The editors were also aided by assistant editor, Andrew Sorcini, who found and pulled many of the photos and film clips.

Vartan Nazarian expanded on the workflow, “We started with about 250 hours of archival footage in just about every type of format, from old VHS, ¾” and Hi8 to HDCAM and everything in between. That actually grew throughout the edit, as more clips were found. Over about a two month period, I was able to get the first 250 hours down to around a two-and-a-half hour assembly, which was the basis for Disney greenlighting the project. From this point, the various versions averaged around 100 minutes until it was trimmed to its final 88 minute length.”

I asked JD to explain a bit more about how he and Don Hahn worked in pulling together some of the footage. He replied, “Having spent time at Feature Animation and knowing most of the artists involved in the films of those days, I was able to bounce ideas off of Don and remind him of things that I might have been told by animators in my day as a production assistant in the late 90s.  I remember at the beginning of my time on this project, that I mentioned Joe Ranft.  Here was a wonderfully terrific, kind and talented man, who had helped me get my start in animation.  Going through the footage that was available to me, I was finding all sorts of footage of Joe.  I would mention this to Don and we would find a way to make the material we had work into the story.  Sometimes it worked, other times it didn’t.”

A film like this always has its challenges – especially since the story was being told from an internal point-of-view. Ellen Keneshea responded, “This is really a very affirming story. The studio was very supportive and they backed Don in letting this be very candid. It was screened for all of the principals in the story and everyone was glad we were telling this story. It’s really about the hearts and minds of the animators and less about the technology, so we wanted to be true to them.”

Nazarian pointed out that, “The biggest creative challenge was finding the right visuals to illustrate the story, since there isn’t actual footage of every single event. Our objective was to stay within the proper context of the images, even if they might not be from the literal event. Sometimes, we only had audio interviews for certain people, so a lot of effort went into filling the visual gaps in our source material. A case in point is one of the most emotionally powerful moments in the film –  ‘Katzenberg’s Day Of Atonement Talk.’ I edited that scene from footage of a story-and-design meeting that Katzenberg had with the artists and crew for the movie Aladdin. The footage is completely from a different meeting. Yet it serves strongly to show Katzenberg’s concern for the duress and stress the artists were going through both in work and in their personal, familial lives in order to meet the hectic deadlines that he was strongly responsible for creating.  It shows Katzenberg’s compassion and guilt for the artists’ suffering and clearly expresses visually the pain and frustration of the artists.”

A huge technical challenge was how to best deal with the mix of formats. Since the bulk of the footage was standard definition, the decision was made to cut the project as a 30i NTSC project using the available SD sources, regardless of proper timecode. After the cut was locked, clips that were used in the sequence were then upconverted to HDCAM 1080i masters. Downconverted standard definition copies of these tapes were used to replace all the footage by “eye-matching” each clip. Although very time-consuming, this allowed an edit list to be turned over to the online facility with timecode that would correctly match the HD sources. Ultimately the 1080i edited masters were converted to 24p for distribution. Digital Film Tree assisted in the various conversions of source footage and Fotokem handled the final online assembly, color correction and digital intermediate work for film. Waking Sleeping Beauty includes about 70 minutes of original music, seamlessly written and integrated around the animated film elements by Chris Bacon. The final mix was done at Skywalker Ranch.

The format challenge affected the choice of which editing system to use. Hahn had originally leaned towards Apple Final Cut Pro. “I owned Final Cut myself. I thought it might be best in handling such a wild variety of video formats, but it’s really a matter of what the editors are most comfortable with. Vartan suggested Avid Media Composer instead, which was fine with me, since that’s what we had been using for all of the animated features. It turned out to be a good choice, because all three editors were very familiar with Media Composer.”

Vartan added, “While I know FCP well, this project’s needs weighed heavily in favor of using Avid. We started cutting this in my apartment on Media Composer version 2.8 with a Mojo SDI. In the end, we were on 3.0 with a Mojo DX and shared storage, so there was lots of real time capability, which could not have been done in FCP without image degradation and a lot of rendering. All of the rough cut editing was at DV25, but we also redigitized footage for screening at the 1:1 standard def resolution. The systems were rock solid. Avid’s media management is far superior to FCP’s, so I really couldn’t imagine doing it on any other system than Media Composer.”

I asked Ellen to characterize some of the changes in the cut. “Don had a really good idea of how he wanted the story to unfold. There were only minor concept changes, since this was told in a linear fashion,” she replied. “Originally we weren’t going to put any clips from the animated films into the body of the film. Instead they would be shown together at the end; however, this changed after some of the screenings. These sections really cried out for seeing a clip of the film as it was being discussed or described. That would tie it all together for the audience. So, we opted to scatter some clips of the films through the documentary. Another idea that we resisted was a ‘where are they now’ style of ending. The idea was entertained, but in the end, everyone felt that stopping with 1994 was a natural close to the film, since this was a new time of transition for Disney.”

The film does culminate in a very moving montage of iconic animated shots set to the song Part of Your World. This was edited by JD Ryan, who explained, “When we started the project, Don really wanted to hold off on showing final color of the animated films until the end.  During the course of the film we would see pencil sketches and story boards – the inner workings that it takes to make one of these films. But in the final moments of the movie, you would be left seeing those iconic moments that really captured the great work that was done during this time. Pulling them together was a treat. As a theater-goer of those films, you are left with this great sense of joy in recalling the movies that garnished the silver screen in the late 80s and early 90s, and for those people who were seeing the film and had the pleasure of working on them, there’s an added sense of great pride.”

Waking Sleeping Beauty is upfront about the corporate politics that surrounded Disney during those years, especially at the senior executive levels. Nevertheless, there are no villains in the plot and the story is as much a “comeback kid” story as any scripted, dramatic feature. Don Hahn put it best, “Animators tend to labor in obscurity and we all felt this was a story that should be told. These are people who brought a lot of happiness to audiences and also made a lot of money for the company. Waking Sleeping Beauty is really about what they went through on a personal level to make these films.”

Written for Videography magazine (NewBay Media LLC)

©2010 Oliver Peters

FxFactory adds diversity to your toolkit


For the past few posts I’ve been looking at a number of new plug-ins and applications designed to augment an editor’s toolset. I’m going to round off this “Plug-in Summer” with a fresh look at FxFactory. Noise Industries was one of the first developers to leverage the power of Apple’s Core Image technology for real-time filter application – first with Factory Tools for Avid (AVX) and then FxFactory for Apple’s FxPlug architecture. They found the most success with FCP editors and have focused primarily on FxFactory, but current versions of Factory Tools can still be purchased for Avid systems.




FxFactory operates with the three primary FxPlug hosts (Final Cut Express, Final Cut Pro and Motion), as well as Adobe After Effects CS3 and CS4. It actually installs as two components – the FxFactory filter management application and a package of plug-ins. The FxFactory application isn’t used to apply filters. Instead, this is where you control license registrations, hide filters you don’t want to use and disable trial versions. It also provides one place to get a quick visual overview and access to user instructions for all the effects. Last but not least, adventurous editors can use this as a portal for Apple’s Quartz Composer in order to develop their own custom plug-ins. That’s a unique part of FxFactory not offered by any other plug-in developer.




Noise Industries has developed their business through a partnership with various plug-in developers, who design specific filters to work with the FxFaxtory engine. These developers currently include idustrial revolution, yanobox, Boinx Software, SUGARfx, Futurismo Zugakousaku, DVShade and, of course, Noise Industries itself. In its most basic form, FxFactory is a free download. This means that you get the FxFactory application, a few free plug-ins and 15-day trial versions of the other filter packages. This is a great way to get started, because if you only care to buy the yanobox Motype title animation generator or the DVShade color correction EasyLooks filter, then that’s all you have to pay for. If you want a more comprehensive package, then get FxFactory Pro, which includes over 140 filters, generators and transitions, as well as the other trial packages. You also get a free 15-day trial period with the Pro package.




ParticleMetrix example




Boinx example


This partnership arrangement is an interesting aspect of the Noise Industries approach. Most plug-in vendors develop their filters with an in-house programming staff, resulting in a similar style and focus to the plug-ins that are developed. Since FxFactory plug-ins come from a variety of different programmers – each with a different vision of what they’d like to create – the total sum of filters provides more diverse choices than the competition. For instance, there are lots of glow filters on the market, but I’ve rarely seen anything as organic as idustrial revolution’s Volumetrix 2 package. FxFaxtory didn’t include particle effects until idustrial revolution came out with ParticleMetrix and Boinx Software was added as a partner. Now there are two of the most gorgeous particle packages under the same umbrella.




Much of this expansion has happened in the past year, giving you a lot to choose from in 2009. For instance, Final Cut Pro 7 will introduce alpha transitions, but idustrial revolution has been there for at least a year or more with SupaWipe. The new Final Cut Studio package will drop LiveType, so if you don’t want to do the effects in Motion 4 (or an older version of LiveType), yanobox Motype is a good alternative. Motype offers a wealth of presets with tons of customization so you can create very graceful title animations, all within a single track and single application of an effects generator. Remember, all of this installs into the Final Cut Studio apps, as well as After Effects, so editors who like to do their heavy lifting in After Effects can maintain filter compatibility.




It’s hard to cover the whole breadth of what’s possible with these effects in one single post. A relative newcomer is DVShade, whose EasyLooks provides FxFactory with a color corrector. This filter is deceptively simple, because it shows up as a single filter in the palette. Nevertheless, it includes a slider-based 3-way corrector, diffusion, gradient and vignette tools and a ton of preset looks. Unlike other 3-ways, target colors selected for the low/gamma/high color wells are used to tint those color ranges in an additive or subtractive fashion. This approach yields some interesting results. Like all the Noise Industries filters, if you are confused about its use, simply click on the logo at the top of the filter control pane to launch a PDF help guide. In the past year, Noise Industries has added a number of video tutorials to its website to further improve the customer experience.




As you look through the many options for filters, generators and transitions, it’s hard to decide which product is the best, if you assume that you only can purchase one package. Noise Industries offers some diverse and powerful options, but remember that it’s not “all or nothing”. Many companies are breaking down their comprehensive packages into smaller sets of filters. That’s great for the user – allowing you to get color correction filters from Company A, titling tools from Company B, keyers from Company C and so on. It’s a model that Noise Industries helped to start and one that let users customize their ideal working environment.


©2009 Oliver Peters



Pixar’s latest effort, Ratatouille, is bound to bring fun to the summer movie screens. Written and directed by Brad Bird (The Incredibles, The Iron Giant, The Simpsons), Ratatouille tells the tale of Remy, a rat who risks his life in a French restaurant because of his love of food and desire to become a chef. His opportunity comes in the form of a young boy who discovers and partners with Remy. It’s up to the two of them to avoid the insane head chef, win the girl’s affection for the boy, and, of course, create the finest ratatouille in France. The Ratatouille characters are brought to life by the vocal talents of an all-star cast, including Patton Oswalt, Ian Holm, Brian Dennehy, Peter O’Toole, Brad Garrett, Janeane Garofalo and John Ratzenberger, just to name a few.


Most articles about animated features are told from the point of view of the director or animators, but being an editor myself, I thought it would be fun to see what role an editor plays in modern computer animation. I was fortunate to catch up with Darren Holmes, A.C.E. on his way out the door for a well-deserved vacation. Holmes has been cutting animated features for ten years, including a stint at the Disney Feature Animation division in Orlando, Florida. Before his departure for the west coast, Holmes edited Lilo & Stitch, one of Disney’s last feature projects at the Orlando facility. Holmes also edited Bird’s feature directorial debut, The Iron Giant.


It Starts With A Concept


It quickly became apparent to me that an editor on an animated feature is much like an editor on documentaries – working actively to develop and shape the story from the beginning. Darren Holmes explained it this way, “I really enjoy working in animation. Unlike a live action movie, you are still developing the script while you are in the editing phase. As you start working with the earliest storyboards, you begin to see which characters really carry the main story points and other characters that might be extra. You can do things like combine the lines of two or more characters into a single character, so you aren’t locked into the scripted continuity as you are in live action.” A typical film starts with a finished script, but animation starts with a story concept. Story artists develop drawn storyboards that become the starting point for production and editing.


Darren continued, “When I get the storyboards, I’ll record scratch dialogue for the early versions of the script. We’ll grab anyone from around the shop here at Pixar and use them as stand-ins for the final voices. In fact, this becomes a sort of casting session, because the people are chosen for who might sound right for the characters as we imagine them. Often, the director likes a person’s voice so well, that they stay as the final voice. On Ratatouille, two of the characters are voiced by Pixar staffers who were chosen from the initial scratch recordings. The storyboards are designed in Photoshop and delivered to me electronically. My first version then combines the scratch recordings, which are edited into a dialogue track, with the added visuals from the storyboards. At this early stage, you start to see whether other dialogue or visuals, shots and even scenes need to be added.” Generally, an animated feature is built up completely from the script, this scratch audio and storyboards before a studio will commit to full production. In the case of Ratatouille, Pixar vice president John Lasseter had enough faith in Bird’s ideas to give the go-ahead at a much looser stage in the game.


Creating Cinema


Holmes pointed out that on Ratatouille the next phase became very formative. “After the storyboards are edited, you move to the layout phase. This is where the scenes and ‘sets’ are designed in almost a CAD-style 3D format. You literally have rough props and simplified stand-ins for the animated characters. During layout, you start to look at the film cinematically, thinking about cuts, camera angles, tracking shots and so on. Brad had many new ideas that came out of the layout phase, which made the story even better. As an editor, I had a lot of input during layout, which is really different from a live action film. This is in essence, like being involved in the photography. The angles you choose determine what the animators will animate. If a character is only seen from the waist up, the other part of the body doesn’t get animated. Since our hero was a rat, we had to cheat some of the real-world physics in order to get the angles that we needed. Technically, some of these shots would be from below the level of the floor. You generally don’t screen the layout, because it is so basic and really just another version of the storyboards. In our case, so many new ideas had developed that the layout represented more of the action than the original storyboards.”


Along the way, the real character voices are recorded – adding more to Holmes’ palette. Darren continued, “When I get the real dialogue, I can treat that as its own canvas. The actors put a lot of emotion into this and many times you’ll get unscripted, natural reactions, like a laugh. It helps to cut these into the dialogue track and create a very natural feeling, just like actors on a real set. The edited dialogue is sent to the animators, who start to act out how the characters should move and look to match this dialogue. Sometimes they’ll need a little space to get the animation to look better or they’ll need time to add an extra gesture. There’s a real back-and-forth between editorial and animation. It all makes the film that much better.”


An Eye For Continuity and Pace


You would think that a animated feature wouldn’t have continuity issues, but Darren pointed out the opposite, “We have ‘dailies’ just like in live action, except that our shots are presented far more out of sequence then live action ‘dailies’. These scenes are also animated by different teams. Sometimes a scene will deviate from the initial idea and the ‘acting’ changes slightly. Since I tend to be the person that sees all of these shots edited together, part my role is to make sure that everyone is aware of such changes so that continuity matches.” Another interim process – the simulation pass – can also affect continuity. Darren explained, “The ‘sim’ pass is where we add clothing and hair to the characters. Sometimes you discover that the emotion has changed when you see the character in a more complete form. For instance, if a character has bushy eyebrows, you realize that the emotion is hard to read because the eyes are obscured. Fixing this might require a change of lighting, hair or even the animation to get the action to read.”


Much of an editor’s cutting style has to do with establishing pace and animated features are no exception. Holmes explained how they differ, “In an animated feature you have a pretty good sense of the length early on, so there’s a lot less of massaging the whole film to get it in at a specific length. Instead, you spend more concentrated time on each scene. Typically, after the teams have gone though all of the design variations on a scene, there’s one last pass for everyone to make sure the pace and animation is right. If everyone is happy with what they see, a sequence goes for a final lighting pass.” That doesn’t mean there aren’t changes for timing and pace during the edit, though. Darren continued, “The tendency at the storyboard stage is to cut very tight, because the visuals just sort of lay there. Once you start getting the real voices and the real animation, you end up opening things back up so that scenes can breathe. The beauty of computer animation is that to some extent you can utilize time stretching techniques without the need to re-animate a shot. The computer simply re-renders the shot and generates the proper in-between frames to stretch the scene, as needed. In the old days of cell animation, this would have been very difficult and the editors played more of an assembly role. During the mix I had a laptop and Avid Xpress Pro with me at the dubbing stage, where some timing adjustments were made to the track. I could make the editorial changes on the laptop and communicate that information back to the animators, so even at this point, alterations were still possible to improve the film.”


Thanks to Pixar’s in-house Tools Department, all of these assets and versions are easily tracked. Holmes explained, “All of our cutting is done on Avid Media Composers connected to Unity shared storage. Our own software specialists have added a lot of hooks into the application and we use OMF to move information around between editorial and production. For instance, I can add notes to a locator on the timeline and that information goes back to production. If I make edit trims, production will get updates on the new length of the scene. My Avid timeline is loaded up with 24 tracks of audio and 12 tracks of video. I keep all the versions of what I’ve done on levels of the timeline, so I can refer to early cuts and stages of the process – all the way back to the storyboards.”


Ratatouille ran on a very tight schedule. Brad Bird came on board in August 2005 and had a draft of Act One of the script by December. A few of the characters were streamlined through some of the changes discussed earlier, so the first full length pass with a completed script was ready by September 2006. This meant Pixar had less than a year for full production. Darren felt this was a good collaboration with his director, Brad Bird. “This was a wonderful experience,” Darren said. “Brad grasps all the aspects of cinema – writing, camera, sound – and he’s so enthusiastic about all aspects of the process. I think that I helped a bit by passing along that information. The process of creating a feature film is like the layers of an onion. Except that instead of peeling the layers off, you are putting them back on to make the whole onion.”


Just as computer technology has changed the process of making an animated feature forever, the role of the editor has also changed. No longer an assembler of scenes, editors like Darren Holmes are instrumental in many more aspects of an animated feature film. Input to the script, camera and audio makes this one of the better examples of team effort in the film industry.


Written by Oliver Peters for Videography magazine (NewBay Media, LLC)