How do you find that elusive place where reality and fantasy co-exist? That might have been the most difficult question Dean Cundey, ASC had to answer while dreaming up and executing a visual grammar for Looney Tunes: Back In Action. The Warner Bros. film features an ensemble cast of live-action stars and cartoon characters, including Daffy Duck and Bugs Bunny, in an exciting adventure that travels from the studio’s backlot to a Las Vegas casino, Paris and an African jungle. The goal is to take audiences on a journey where they suspend their sense of disbelief and embrace a fantasy.

“The story takes place somewhere between fantasy and reality,” Cundey observes. “The Looney Tunes characters bring you into a world that doesn’t exist, so there’s a great deal of fantasy, but at the same time, we tried to make it feel as accessible to the audience as possible. We want them to feel like it’s their world.”

Legendary animator Chuck Jones first paired Bugs Bunny and Daffy Duck in the landmark 1951 short film Rabbit Fire. Writer/executive producer Larry Doyle says he incorporated that specific style into the Looney Tunes: Back In Action screenplay.

“I selected a window that most people associate as the ‘classic period’ – 1948 to 1952 – primarily the era encompassing the work of directors Chuck Jones and Friz Freleng,” says Doyle. “Back In Action emulates the irreverence, the biting humor, the nuances in characters’ personalities, and the specific style of animation developed for the Looney Tunes. Joe Dante was the ideal director. He has a deep affection for the Looney Tunes characters.”

Cundey estimates that 80 percent of the film features flesh and blood actors interacting with animated characters. This isn’t the first time a cinematographer has been asked to blend live-action and animated characters. Gregg Toland, ASC did it when he filmed Song of the South in 1946. Ed Colman, ASC created magical illusions in Mary Poppins in 1964, and Frank Phillips, ASC did the same in Pete’s Dragon in 1977, to name just a few. But no one has done it better than Cundey, who earned an Oscar nomination for photographing Who Framed Roger Rabbit? in 1988. He subsequently filmed Jurassic Park, The Flintstones and Casper. All of those films coupled animated and real characters.

This was Cundey’s first collaboration with Dante (Gremlins, Innerspace, Small Soldiers) though they briefly crossed paths early in their careers. Cundey was shooting Rock ’n’ Roll High School for Roger Corman in 1979 when the director took ill. Corman had Dante step into the breach for a few days.

Dante notes, “There hasn’t been a combination live-action/animation movie this complicated since Who Framed Roger Rabbit? Our characters exist in a live-action world, but we wanted it to look like an action movie that happens to co-star Bugs and Daffy.”

The story opens on the Warner Bros. lot where Bugs Bunny and Daffy Duck are preparing for a new comedy. An envious Daffy lobbies the Warner brothers, played by Dan and Don Stanton, to rewrite the script as a starring vehicle for him. The moguls order Kate Houghton (played by Jenna Elfman), vice president of comedy, to find a new screen partner for Bugs. She instructs D.J. Drake (played by Brendan Fraser), a security guard, to eject Daffy from the lot. The duck leads Drake on a wild chase, resulting in both of them being expelled from the lot.

Daffy follows Drake to his father’s house, where the audience discovers that his dad is the legendary actor Damian Drake (Timothy Dalton), the star of a James Bond-esque series of spy films who is actually a real-life spy. D.J. and Daffy discover that Mr. Chairman (Steve Martin), head of the sinister Acme Corporation, has kidnapped Damian while he was pursuing the fabled Blue Monkey Diamond, an enchanted gem that gives its owner the power to rule the world.

Daffy and D.J. set out to rescue Damian and find the diamond. The duo travels to Las Vegas to decipher a clue that Damian left behind. Meanwhile, back at the studio, Bugs realizes that his loud-mouthed sidekick cannot be replaced. He and Houghton head to Las Vegas in hot pursuit of Daffy and D.J. The four of them join forces on a mission that takes them to the secret Area 52 in the desert near Las Vegas, the Louvre Museum and other places in Paris, and the jungles of Africa. Along the way, they encounter Tweety Pie, Granny, Wile E. Coyote, Marvin the Martian, Yosemite Sam, Elmer Fudd, and a host of other Looney Tunes characters, as well as flesh and blood Acme operatives. The cast also includes Joan Cusack as the commander of the top secret Area 52, professional wrestler Bill Goldberg as Mr. Chairman’s evil henchman, and Heather Locklear as casino singer Dusty Tails. Roger Corman makes a cameo appearance as the director of a Batman film being produced on the studio lot.

Cundey had some six to eight weeks of prep time with Dante and production designer Bill Brzeski, costume designer Mary Vogt, visual effects supervisor Chris Watts and special effects coordinator Peter Chesney.

“Joe (Dante) and I looked at many of the old cartoons, partly because we knew that the characters were going to have to fit into a style and a space that would help define everything from camera movement to art direction and production design,” Cundey says. “The cartoons also guided decisions about what lighting should look like and how much contrast we wanted. It’s a little more contrast than you would expect in a cartoon, where the backgrounds were typically very flat and graphic. Each set and scene had its own distinctive shapes and lighting style.”

The producers decided to assemble pen and ink artists to create the animated characters using traditional 2-D hand-drawn techniques rather than 3-D computer-generated images. Cundey says that was a key to incorporating the distinctive charm of the original characters. Character animation was done at the Warner Animation facility in Sherman Oaks, California.

“It’s a more romanticized, three-dimensional feeling designed to be kid- and family-friendly and remind adults who grew up with Looney Tunes characters what that kind of humor was like,” he says. “The drawings capture the personalities of the characters we loved. We analyzed colors in the original Warner Bros. cartoons and developed a palette that is reminiscent of those without being heavy handed.”

Cundey and Dante designed and shot a short test, which included very dark and very bright areas on a stage at the studio. The camera was constantly moving, panning and tilting. He says one of the goals was to test the repeatability of the Hot Gears remote control system.

The animators created a test sequence with Daffy and Bugs interacting with a human being. Cundey says Dante used the composited footage to sell his concept to the studio. The test also provided a visual reference for the digital compositing artists at Warner Bros. Animation.

Cundey tested various colors in costumes and props to see how they played with the animated characters. He also compared different camera films for color reproduction and grain characteristics. Cundey wanted to use relatively low grain emulsions, because so much of the film was going to be composited with animated characters.

“We also tested various colors of blue and green screens for separating actors and wardrobes from the background, and also for removing cables and other objects for effects shots,” he says. “We used both green and blue screens depending on wardrobes.”

An early decision was made to compose Looney Tunes: Back In Action in Super 35 format, 2.4:1 vertical to horizontal aspect ratio, because it provides more room to move the characters in the frame, which was important for the storytelling that Dante envisioned.

The director and cinematographer also agreed that the story required a widescreen, cinematic look. They planned to finish and color time the film with a digital intermediate process. Cundey says that this was simply common sense, since so much of the original negative would have to be scanned and converted to digital files for compositing animated characters and other visual effects into scenes. Digital timing would also give him the flexibility of fine-tuning elements of images by using software to isolate characters and objects.

The digital intermediate process also eliminated the need for an optical step at the film lab for “squeezing” the Super 35 spherical images into widescreen anamorphic format. The Super 35 images are squeezed into widescreen format in the digital suite, and recorded out onto color intermediate film in 2.4:1 aspect ratio.

Looney Tunes: Back In Action was primarily filmed on soundstages at Warner Bros. and at locations in Southern California and Las Vegas. The African settings were done on Stage 16. Exposition Park in Los Angeles served as some of the Paris settings, and a Warner Bros. parking lot was used to stage scenes at the Eiffel Tower. The tower is a computer image that is digitally composited into the scene. It was one of some 1,200 visual effects shots. Other Los Angeles locations included Hancock Park, the Natural History Museum and the Exposition Park Rose Garden. Las Vegas locations included the Las Vegas Strip and Jackie Gaughan’s Plaza Hotel & Casino, as well as Valley of Fire State Park in the Mojave Desert.

Cundey notes that an intangible benefit of shooting in Los Angeles is that he was able to assemble a talented, skilled and uniquely experienced crew, which efficiently and artfully executed the complex shots on schedule. His camera operators were Case Hotchkiss, SOC and Larry Davis, with Randy Nolen handling Steadicam shots. The assistants were William Coss, Scott Goodrich and Karl Linde, and the film loader was Abe Martinez. Mark Vargo, ASC was the second unit director of photography, responsible for establishing shots and backgrounds plates for visual effects shots. The crew included assistants Michael Endler, Jim Ferguson and film loader Tony Muller. David Stump, ASC played a unique role as liaison between Cundey and the animators and digital compositors, so they were all constantly on the same page.

Every sequence with a cartoon character was storyboarded by Dante. Cundey followed the storyboards “pretty religiously,” though sometimes just as guides. The actors occasionally suggested ideas for blocking and staging, and Dante was open-minded about embracing them.

“Joe would usually watch rehearsals standing close to the camera and actors,” Cundey says. “Chris Watts was constantly keeping track of what we were doing and offering suggestions. Two really great puppeteers operated full-sized rubber puppets during rehearsals, physically emulating attitudes and speaking the dialog. We developed that technique during Roger Rabbit.

“We usually shot at least one take with a puppeteer in the frame manipulating the characters so that the editor would have a reference for size, scale and position in the frame in addition to giving the actors a visual reference for where they were,” he continues. “The puppeteers wore blue gloves, which were easier to remove during compositing. Sometimes we used a laser spot on a wall so everybody would look at the same place. Other times we used ping-pong balls on wires that we could move and bounce around to emulate the positions and movements of the animated characters. The digital effects people removed the ping pong balls, puppeteer hands and laser lights after the film was scanned.”

Cundy’s basic camera package included Panaflex Platinum bodies and a mix of Primo prime and zoom lenses. He tended to use the zooms at variable focal length lenses because that made it more practical to adjust frame sizes on moving shots.

“We didn’t want it to feel locked down or hindered by the usual requirements of animation and compositing effects shots,” Cundey says. “We decided to shoot this film as if the animated characters really existed. We used camera movement to accentuate moments in the story. There is quite a bit of dolly movement, and we also gave the actors a lot of freedom.”

Cundey used a Hot Gears head for pan-and-tilt takes and a regular Panahead for other remote and motion control shots. He also made occasional use of a Steadicam to pull the audience into scenes, often from a character’s perspective.

Based on the preproduction tests, he decided to use the 200-speed Kodak Vision 5274 film, balanced for 3200K tungsten light, and the 50-speed Eastman EXR 5245 daylight-balanced film for the brightest exterior scenes. Cundey felt that because of all the compositing and other visual effects work it was important to use fine grain films, even though it required lighting at somewhat higher levels.

“We wanted filming to be an organic process that always looks and feels natural,” he says. “Generally in animated films, storyboard artists tend to think in terms of static shots and cuts to reverse angles. We tended to think of actors walking and dolly moves.”

Cundey notes that most of the animated characters averaged three to three-and-a-half feet tall. The height difference between the animated characters and the actors presented one of the more difficult aesthetic challenges.

“It was tricky composition, especially for group shots,” he says. “If we framed from conventional camera angles and heights, we would have ended up with shots of Daffy’s head just above Brendan Fraser’s knees. We had to stage the action so that the characters walked into the room together and then the cartoon characters would hop up on a chair or table, or another surface so they were on a reasonable eye level with the humans.

“Sometimes we would have them sort of drift off to another part of the set where they weren’t that close,” he continues. “It helped that I knew we could manipulate lighting and contrast later during digital timing, so we could zero in and make appropriate adjustments when characters walk in and out of light and shadows. That gave us the flexibility to light the sets as if all the characters were real, with back light, cross light and front light. Sometimes we deliberately created shadows for the cartoon characters to walk through, to make them seem interactive with the space that they were in. Sometimes we shot with multiple cameras. Maybe one camera focused on the background plate.

“We treated it as if it were a regular movie with characters that were always there,” he continues. “We realized that because the characters are shorter, we were going to be looking down at them quite a bit, so a lot of setups were filmed at lower angles. We tried to stage them so we would be at eye level with the animated characters as much as possible.”

The opening scenes are staged at Warner Bros. studios as homage to the way movies were made when the original cartoons were in vogue. Paris scenes filmed in downtown Los Angeles are intercut with “obvious stock footage that is a little bit grainy and the colors are not quite right. It is like we are sort of winking at the audience as though they are insiders. It’s a romanticized recreation of Paris with a sense of the old Hollywood glitz, glamour and fantasy.”

Similarly, the Valley of Fire desert location near Las Vegas was designed to evoke memories and feelings that moviegoers associate with the classic Roadrunner cartoons.

Cundey says that there’s no formula for shooting a film like Looney Tunes: Back in Motion, or any other movie. The fact that he chose to work with certain negatives and lenses, how he moved the camera, used gels to add colors, used light and shadows, and created contrast are all reflections of his taste and unique experiences, and his collaboration with Dante, his crew and the rest of the creative team.

Cundey was born and raised in Alhambra, California. He developed an early fascination with motion pictures. In elementary school, Cundey built miniature sets and filmed them with imaginary actors. By the time he was in high school, Cundey was reading industry trade magazines and following the careers of various cinematographers. When he was a ninth grader, a teacher assigned his class to write term papers about their future occupations. Cundey looked up the address of the set designers local and visited their offices seeking information. They advised him to forget that dream and concentrate on something more practical, such as studying architecture.

After graduation, Cundey enrolled at the University of California-Los Angeles, where he could study both architecture and filmmaking. That’s where he crossed paths with James Wong Howe, ASC, who was teaching a class in filmmaking while he was preparing to shoot The Molly Maguires (note: His gaffer on this film was ICG National President George Spiro Dibie, ASC).

One day, Howe built a bare three-wall set and demonstrated how he could create and alter moods and a sense of time and place with the direction and quality of light. That was the day when Cundey decided he would become a cinematographer. It was a long journey and the road was filled with obstacles. He was a makeup artist on his first job on an ultra-low budget Roger Corman film. Cundey assisted editors cutting low budget films, and he gladly handled pickup and insert shots, working for a pittance.

His breakthrough came in 1978 when he filmed Halloween with director John Carpenter. Cundey subsequently filmed a series of horror movies that have become cult classics, including Escape from New York, The Fog and The Thing. He made his first mark on an action-adventure film when he shot Romancing the Stone in 1984. His subsequent body of work includes Back to the Future, Back to the Future Part II, Hook and Apollo 13. Cundey also recently completed photography for Garfield, another fantasy film that couples live-action and animated characters.

Cundey timed the first cut of the film at Technique in HD format to give the animators and compositors a visual reference for colors, contrast and composition. The color timer is Trent Johnson. ICG Magazine will follow up with Cundey and Johnson in a future issue.

Stay tuned. …