By the Thousands
Barbara Robertson
August 24, 2017

By the Thousands

Fans of Director Luc Besson’s extraordinary film  The Fifth Element and there are many, have waited 20 years for Besson to create another science-fiction film with the same outrageously delightful visuals.  Lucy  had its moments, but none were quite as memorable as, for example, the taxis in  Fifth Element.  

Now comes Besson’s latest film, Valerian and the City of a Thousand Planets, based on the legendary French science-fiction comics “Valérian and Laureline.” Happily, the new film is closely linked to The Fifth Element: Jean-Claude Mézières, who helped design The Fifth Element, is the artist who created the award-winning “Valérian and Laureline” comic book series. The Fifth Element taxis first appeared in the comics. 

“That gives you an idea about how linked the two films are,” says Martin Hill, who supervised effects work done at Weta Digital, the lead studio on Valerian and the City of a Thousand Planets. Industrial Light & Magic and Rodeo FX were the two other main visual effects studios.

“If you liked The Fifth Element, you’ll love this film,” says Wayne Stables, also a VFX supervisor at Weta Digital on the feature.

Valerian and the City of a Thousand Planets takes place in the 28 th century.  Special operatives Valerian (Dane DeHaan) and Laureline (Cara Delevingne) are sent to Alpha, an ever-expanding metropolis where species from a thousand planets have come together. The two operatives must find and defeat a mysterious dark force that threatens to wreak havoc on the peaceful City of a Thousand Planets. 

Besson directed and produced the EuropaCorp film, which STX Entertainment is distributing, and wrote the screenplay. Scott Stokdyk, who had been a digital sequence supervisor at Digital Domain on The Fifth Element, was overall visual effects supervisor. In addition to Hill and Stables, Chris White and Ken McGaugh were also VFX supervisors at Weta Digital, Philippe Rebours supervised artists at ILM, and François Dumoulin and Peter Nofz led the work at Rodeo FX. Hybride worked with ILM on effects.

Much of the film is CG – the environments and the characters. The title suggests the scope of the effects work.

“When I saw the script and looked at the concept work, I thought, my god, this thing is huge,” Hill says. “Between us, ILM, and Rodeo, we had to make so many creatures and environments. We had to make an outer-space station big enough to contain a thousand worlds. All the creatures had to look like they came from different worlds and different environments. They had to behave differently. But, they all had to be part of the same cinematic world.”

Acting Out The Previs

Filming largely took place on the nine stages at Besson’s film studio complex, La Cite du Cinema in Saint-Denis, north of Paris, and in Wellington, New Zealand, on Weta Digital’s motion-capture stages. Because Weta Digital’s work extended across the entire film, Hill worked with Besson, Stokdyk, and Visual Effects Producer Sophie Leclerc in Paris for six months. 

“One of the striking things about the production on this film was how much planning went into individual sequences and shots,” Hill says.

Halon provided previs for a heavily choreographed CG space battle sequence created at Rodeo FX. But, Besson “previs’d” many of the other sequences by working with students at his Ecole de la Cité.

“The students became his boards,” Hill says.

Besson would direct the students in rough sets on stage, shoot the sequences, and edit them together to create the “previs.” 

“The students are immensely talented,” Hill says. “Very informed about the filmmaking process. They brought a professional level to the previs, and some actually went on to work on the film. Luc [Besson] was comfortable working with them. So we got a previs that was much more accurate than doing [digital] previs, which has a slower iteration time. What’s remarkable is how close the previs sequences with the students are to the final footage.” 

Besson shot the film in 91 days, much of it on the sets at his Paris studio, often filming live-action actors and motion-capture actors together.

“We rigged up temporary motion-capture setups on each stage when required, moving cameras on the grids to capture what we needed simultaneously with principal photography,” Hill says.

The motion-capture data would later drive the performances of CG characters, many of which had full-scale maquettes on set for framing and lighting reference. 

But even though the practical maquettes for the elephant-trunked, bipedal Doghan Daguis were physically correct, they couldn’t move. So in the film, the characters are CG, created at Weta Digital. 

Many of the other creatures were CG as well, but some were practical, filmed on set and augmented digitally later. Weta Digital artists did 2D and 2.5D augmentation of prosthetics and costumes some actors wore to give those characters more life than a practical costume could.

“On The Fifth Element, the VFX artists made the practical characters blink,” Hill says. “We did an updated version. We created nictitating membranes.” 

To integrate the disparate digital characters into Besson’s cinematic world, the artists looked for stylistic elements from the practical designs.

 “We spent a lot of time refining the designs of CG characters, looking at what the art department had done for other practical creatures, looking for common themes, and then incorporating them into the designs,” Hill says. “Often that was the color, accent lights, or LEDs in the costumes.”

In addition to the CG Doghan Daguis, the Weta Digital artists created the Boulan Bathor, the pacifist Pearls, K-tron androids, a shape-shifter named Bubble, a whale-like creature called a Bromosaur, and many other beings, some of which appear in only a few shots.


Boulan Territory, No Foreigners Allowed

We first meet the Boulan Bathors in the butterfly canyon. They’re bulky, big-bellied, bipedal creatures with brown elephant skin, big eyes that protrude outwardly from the front of their narrow heads, flat noses, and thick lips. They’re menacing and grotesque, but also cartoonish to look at. They wear loincloths.

“They’re like a football jock who has let himself go to seed,” Stables says. “There’s still some muscle, but they wouldn’t win Olympic medals. They’re not very nice, but they aren’t evil.”

The Boulans capture food using large, fake, blue and purple butterflies attached to fishing lines as bait. Animators created motion cycles for all but the hero butterflies and managed the crowd with Massive software. When Laureline grabs a butterfly, she’s caught and later dressed as a special dish for the Boulan emperor. 


Valerian comes to the rescue with the help of Bubble [Rihanna], the shape-shifting entertainer who can morph others in contact with her. Bubble disguises him as a Boulan waiter. 

“Bubble was constantly morphing, so the compositors had a lot of work to do,” says Paul Story, who, along with Eric Reynolds, supervised some 40 animators and 14 motion editors on the show. “We helped with the transition in a number of shots. It was difficult and quite technical to go from one puppet to another, to get them lined up so they read visually. We would block out the transformation with a base model of the Bubble creature, effects would have a go at it, and then the compositors would do their magic.” 

Once transformed, Valerian moves through a kitchen, past 25 high-energy Boulan prep cooks chopping and wrestling grotesque creatures, and into the banquet hall. There, 100 Boulan characters, guards, and waiters carrying trays of food to the emperor occupy the red-carpeted room. The emperor spits out one dish of food after another until he sees the kidnapped Laureline. And then, a sword fight between Valerian and the Boulan guards and waiters ensues. 

Besson previs’d both scenes with the students.

“This sequence is 95 percent CG, with only Laureline and Valerian practical,” Hill says. “Luc [Besson] did the principal photography in New Zealand on our motion--capture stages with Dane [DeHaan], Cara [Delevingne], and the motion-capture actors playing the Boulan, simultaneously.”

A facial capture helped the animators perform the hero Boulan faces – those of the emperor and empress. 

“We based our performances on what the actors did on the day, but the Boulan faces are so different, we had to take liberties,” Story says. “There are no brows, and the eye directions are so different from humans that we had to show expressions in other ways – eye angles, eyelid angles.”

Motion-capture actors working in the kitchen wore weighted waist belts and padded costumes to give them the correct lumbering. The scale differences meant animators also had to add weight to help with dynamic simulations like belly jiggles.

“The environments and creatures weren’t too bad to build, but then imagine having to design and put together 60 unique platters of food,” Stables says. “Everything had to be modeled, shaded, and rigged, and the devil was in the details.”

For example, some Boulan waiters walked the red carpet while carrying wobbly jelly. Animators, rather than simulation artists, jiggled the jelly for performance reasons.  

“Five or 10 years ago, we might not have done something this huge,” Stables says, “a big crowd inside a large environment with a lot of set dressing and props, all CG, with a couple of live-action elements. But, over the past 17 or 18 years, we’ve built on the technical knowledge we’ve gained, so today, no one piece is particularly difficult.  The sum, the scale, was a logistical challenge, but on the production side, we’ve learned how to schedule and plan. The challenge was in getting something that looked and felt like Luc [Besson] expected. That’s true with any show, but it was particularly true for this show.”  

Even down to the texture and color of a lemon slice. “You’re always guaranteed to have one thing that trips you up,” Stables says. “In this case, it was a lemon, a sliced lemon on a tray. Luc [Besson] didn’t want it to look like an Earth lemon, but he wanted it to still be recognizable as something you could squeeze and get juice. It’s the sort of thing you end up laughing about with the crew. ‘OK, this is your mission: Make the best lemon.’ But, I think it speaks to the level of detail and thought we put into these shots.”

Stables and the other visual effects super-visors on the show all state that Besson liked to shoot things clean. No haze. No atmosphere they could use for depth cues. That was a challenge for sequences such as those with the big Boulan in the vibrant, detailed kitchen and banquet hall.

“We all loved working on the kitchen because we look past the action of the foreground characters into the background,” Stables says. “The Boulan cooks are using industrial swords to prepare food, wrestling with the food. It’s funny and extremely color-ful. But when we have a big environment, we like to put in a little atmosphere to tie everything together and give a sense of depth. So, selling the depth when Luc likes to shoot things very clean was quite a challenge. We did it purely with lighting.”

The 30 lighting and compositing artists on the crew kept the lighting close to the camera and established bands of darkness and patches of light into the depth for these environments and others they worked on. Weta Digital’s proprietary Manuka software rendered the intricate scenes.

Casting Pearls 

The characters called the Pearls were opposite the Boulans in look, attitude, and in the role light and color played in realizing their nature and their environment. 

“The Pearls’ planet Mül is an idyllic paradise,” Hill says. “You can see nebulas in the skies. Because the Pearls are translucent, when we lit the environment in the daytime, we used accent colors around them and punched the color of the nebula and the ocean water.”

To enhance the appearance of the white Pearls themselves, the crew referenced sea life.

“We modeled the skin of the Pearls on squid, cuttlefish, and octopuses, looking at the chromatophores and iridophores,” Hill says, referring to an overall class of pigmented, light-reflecting cells that allow the squid to change color, and the subclass of reflective and iridescent cells. “We incorporated that with their emotions, how they feel, how they greet each other.”

Data captured from actors placed inside ICT’s Lightstage provided displacement and specular data that Weta Digital artists augmented to create the Pearls’ skin shading, iridescence, and translucence. 

“The Pearls are vital to the film,” Hill says. “The whole story arc is based around the plight of the Pearls. So, it was hugely important to Luc to make sure we engage with them emotionally and feel their story arc. Part of that is making them look compelling and engaging, and for these characters, it was their beauty and a digital performance that was emotionally engaging. He wanted them to be beautiful, poised, graceful, and walk with a regal air.”

For the Pearls, Besson put Paris fashion models/actors in motion-capture suits and acquired their body and facial performances for sequences at Wellington before principal shooting, and for others in Paris during filming. 

The body performances provided data that, except for fingers and some hand movements, the animators could use without much tweaking. 

“Because the Pearls were supposed to be larger than normal humans,” Reynolds says, “the actors wore high platform shoes when Laureline and Valerian were in the shots, but the models were used to walking in high-heeled shoes. If what Luc shoots is working, we go with it.”

For the facial performances, the Weta Digital crew captured the principal characters in the Lightstage as a starting point for creating CG facial models, and did FACS sessions with the actors. 

“We used the baseline model of the actors from the Lightstage capture as the ‘from’ stage and remapped that onto the Pearl character we designed,” Hill says. “The Pearls were essentially augmentations of the original actors.”

Modelers gave the Pearls bigger and wider eyes than humans, and double-lobed ears. Animators added tiny details and found ways to move the Pearls’ mouths to make them believable. 

“They had quite a lot of dialog, and we struggled with that,” Reynolds says. “We motion-captured French actors speaking in English. They sounded American, but they shaped their lips differently than an American would. It’s subtle, but it would look wrong.”

The animators also created a base animation that the shader team used to drive the chromatophores that showed the Pearls’ emotions through skin changes and patterns. 

“Any time you have something to do with shape and timing, animators can turn things around faster than doing iterations with rendering algorithms.,” Reynolds says. “So, we used lights in [Autodesk’s] Maya to make patterns and timings, to create shapes on the skin. Once it seemed right, we baked that into the skin.”

Proprietary code transformed the lit skin into texture maps the shading team could use.

“We worked for the duration of the project to get it all to look right,” Reynolds says.

The Converter

Sometimes found riding on a Pearl’s shoulder is another alien species, an odd little orange and aqua lizard-like creature named Melo. 

“He’s is a cuter version of a lizard, with an expressive face and nose, which made animating him interesting,” Story says. “We referenced puppies and kittens.”

Melo has a particularly helpful characteristic: He’s a Mül Converter. 

“When you feed him, he poops out tons of whatever you fed him,” Reynolds says. Melo can duplicate pearls from the sea, and these pearls are the energy source that fuels the planet.  

“He’s the MacGuffin of the movie,” Reynolds says. That is, Melo is a plot device, a story motivator that doesn’t care whether the villain or the hero does the motivating. 

Doghan Daguis

Unlike the Boulans and Pearls, the opportunistic Doghan Daguis weren’t based on motion-captured performances; animators keyframed these strange-looking bipedal creatures because they have non-human proportions. Born as triplets, the Doghan Daguis are so connected they divide their sentences into three parts. The hairy-headed, lizard-skinned, elephant-trunked characters speak 1,200 extraterrestrial languages and more than 500 computer languages. 

“They’re just in it for the money, you understand,” Reynolds says.

Besson filmed actors on their knees so he could frame the shots.

“The actors wore suits with markers so we could have an idea about posing,” Reynolds says. “But they were all keyframed. He always shot three of them together – it takes all three to get a point across. But, it was hard to know which one was delivering the dialog.”

To help the audience follow the three-part dialog, animators would dial down performances for the two Doghan Daguis that weren’t speaking.

“We had the eyes of the speaker pop open a lot more to draw your eye to that one, and we had the others look over to him,” Reynolds says. When the speaker passed the next part of a line to another, the animators would have the characters turn and look at the new speaker. 

Populating the Planets

The Boulan, Pearls, and Doghan Daguis represent only three of the many characters created and animated at Weta Digital for the film. Among the other characters, the whale-like underwater Bromosaur presented no unique challenges – Reynolds calls it “basic standard whale animation.”

Rihanna’s character Bubble was more interesting. Bubble can present herself in human form when she shifts from another shape, but often she doesn’t look human at all. 

“Bubble has tentacles like an octopus, but because she’s amorphous, the tentacles can go through each other,” Story says. “We didn’t have to follow the laws of physics as with a real octopus, so we could get interesting shapes. Once we had the base in animation, effects would marry the shapes together to give the character a more gelatinous feel.” 

As for the K-trons, the black robots with emotional LEDs, motion-capture drove their performances and on-set maquettes provided scale and lighting reference for the always-digital characters.

“We also have a jellyfish that comes out of the Bromosaur’s blowhole,” Hill says. “That all happens in one of our underwater environments.”

A Thousand Bits of Technology

Artists at Weta Digital constructed Mül, created Alpha space station interior environments, shared shots in the control room with Rodeo FX, put K-trons in corridors in the internal space station, created the conference room where the Pearls attack, built the hangar and inverted orchard, as well as the Boulan kitchen and banquet hall, shared shots in the exterior of the space station with Rodeo FX, and more. All to help Besson give audiences the feeling they were immersed in a mega-city made up of a thousand planets. 

Because there were so many complex environments, the artists used many techniques to make the work possible.

“We always built to camera when we could,” Hill says. “And, we used a lot of 2.5D matte paintings. For the under-water shots, we used photogrammetry of driftwood that we’d find in Wellington and augment that to quickly add a lot of complexity. We had a lot of bespoke work – creatures that appeared in one shot. Assets that were in one place in one shot. For the kitchen, we had a library of food and platters, thousands of assets – food, tables, knives, steam, ovens, and more – but we couldn’t use them elsewhere. We needed to be very efficient.”

Technical advances helped the artists create the characters and the worlds in which they exist.

“We captured more characters simultaneously than before and on a temporary motion-capture stage where we were also shooting principal photography,” Hill says. “We advanced the rendering technology for the Pearls’ skin and our capture technology for environments. We also advanced our underwater setups. The list goes on. There was no one overriding technology that was a signature piece of the film – when you have a thousand planets, you need a thousand bits of technology.”

Hill says that the more difficult challenge, however, was in making all the digital characters, creatures, and environments fit within the filmed world. 

“Luc had wanted to make this film for a long time, but he said the technology wasn’t there until now,” Hill points out. “What’s interesting, though, is that the core challenges were really about making sure the digital photography had the quality and nuance that the plate photography had and the film demanded.”

That was true even though the look of the environments varied widely. Some are vibrant, some are monochrome and lit with vibrant lights. 

“Every location needed to look unique but consistent within the universe of the film,” Hill says. “Scott [Stokdyk] put together a style guide using practical plate photography, so we analyzed what the component pieces were in regard to color composition. The answer was that it was quite varied, sometimes there’s a frugality of color with vibrant accents, and where there is color, it’s very punchy. We don’t have masses of color. Luc spent a lot of time working out the color composition of the environments.”

What is really wonderful about this film, Hill adds, “is that the technical challenges were surmountable, so we could and had to focus on the specific creative goals of the film. We could spend time concentrating on the art direction.”

And that, for a film as visually complex and compelling as Valerian and the City of a Thousand Planets, is what any visual effects artist would hope for. 

Barbara Robertson ( is an award-winning writer and a contributing editor for CGW.