Cloudy Animation…now with more Meatballs.


First of all I’d like to thank everyone for the comments and feedback I’ve received from my last couple of posts. I had no idea so many people would be interested in the specifics of animating a shot and the animation in Cloudy.  I posted my Cloudy reel a few days ago and I will use some of my shots to discuss, in more depth, how we approached the motion for Cloudy.

Here it is again if you missed it:

I’ll start off with the slow motion Flint shot, rui37.

rui31_001 Once I nailed down the placement of the bg characters and roughed in the basic timing of Flint it became all about the motion of the wave through his body.

I started by moving his root to his chest so as I rotated his chest everything below would rotate with it. With the chest I animated what I felt would be the correct speed, because the shot starts and ends in realtime, but the middle is slow motion. Once I was happy with the relative speed of that movement I started to work my way down his body…this is starting to sound like a sleazy romance novel. Everything was pretty straight forward as you’d expect counter animating the follow through, but once I was finished offsetting everything down the chain to his feet it still wasn’t crazy enough.

rui31_004Flint had what we called “noodle” controls on his arms and legs. There was an attribute on his knee that controlled how much noodle-y-ness that leg had and then there were two controls, one for his thigh and one for his shin. These you actually translated in space and would pull or push the geometry of that specific section to move the bendy shapes further.

rui31_003So I ended up animating these controllers throughout the shot to push the curves further. You can see it in the frame to the right how completely broken his legs are to push the wave motion through his entire body.

This shot also contains a good example of the pupil treatment we used on Cloudy. In the sequential images below you can see how his pupil is almost perfectly round and slightly begins to squash as it presses again the edge of his eye. This is everywhere in the movie and I can’t imagine doing a “cartoony” animated film without this.


I didn’t just squash his pupil though, I also subtly changed the shape of his whole eye socket to help show where he was looking.

For the animation on Flint’s face I animated a group of cheek puff controls in conjunction with some blendshapes I made to get the skydiver cheek ripple effect. Its a little hard to see the detail, but its there. For his tongue I created a series of flapping poses and randomly copied them throughout and then cleaned them up to get some nice overlap.


As flint leaves the screen I knew he would become a blurred mess so I stretched his legs like mad to help sell that the FLDSMFR was pulling him.

On Cloudy if you were assigned a shot with background characters you were responsible for animating them. So in the background I had to make sure everyone was doing something interesting. Unfortunately I got in a bit of trouble because I thought it would be funny to make one of them mouth(in slow motion) “What The F#*K”. Haha right? The producer didn’t think it was funny.



I want to point out some very specific things in mee19. This is the first time in the film that we see Earl. Because of this I had to establish how his character moved and what his role was in relationship to Flint.

mee19_005Immediately I had to show a dominant/submissive relationship. This isn’t really rocket science, but I had to choose how to show that visually.  I decided that Earl needs to take up as much of the frame as possible. He also needs to force Flint into as small a space as possible.

Storyboard panels:

mee19_001 mee19_002

Mentally Flint is dealing with a lot in this shot. He’s surprised, he needs to hide what he’s doing, he needs to lie, he needs to appeal to Earl’s sensibilities, and he’s afraid of what Earl might do. I’m not saying this is the most incredible bit of acting ever in an animated film, just that that’s a lot to think about while animating.


We always described Earl’s neck as a piston. It would fire in and out accenting his dialogue. Earl’s movements were always quick and precise: no anticipation and an abrupt start to the motion, followed by a long feathered settle.

To keep the character alive during long holds we would put in a quick and small adjust. In this shot as Earl holds his pose I have small adjusts during the long hold where he inches closer to Flint.

curve_ex_001 Many times the curves for these quick moves would look like the image to the left.

No anticipation and a very quick change into the next pose with an incredibly long settle.  No over shoots, get about 90% of the way to the next pose and then just settle the last 10% over about 10 frames.  Of course this would be different for different moves, but this is a good example of how the majority of the quick adjusts were animated.

curve_ex_002Sometimes the motion blur would give away the quick movement with its preframe blur.  To get around this and to create a more pleasing feel to the “snappy” move I might add a few frames of ease into the start of the move like the curve in the second image.

Cutaway Mouths


If you look closely at mee19 you’ll notice that anytime the character is profile to the camera you can see through their open mouth to the building in the background.  This was another style choice that the directors wanted throughout the film.  At times it was difficult to achieve, but there are many shots in Cloudy where this is implemented.  The idea was to achieve an extremely clean silhouette while treating the mouth as a two dimensional element.  If you could see the other side of Flint’s face its terrifying, the skin is pulled back almost to his ear wrecking all the geometry on that side of his face.  In the end it didn’t matter as long as you could see clearly through his mouth.

Facial Detail Examples

There were some very subtle things we did to make the characters more appealing in Cloudy.  First of all, asymmetry.  This is no secret and without it any character is as appealing as a parking ticket.

doc29_001 doc29_drawover_001

We were able to manipulate the character’s head shapes on Cloudy with ease.  So the first thing I’d do is throw the default head shape off by moving the top of the head in one direction, or stretching one side of the face.  The size and shape of each eye was very important to support the shape of the head and help show where the character was looking.

doc29_002 doc29_drawover_002

I had to hide the change in Flint’s head shape within his head turn.  During his head turn his nose changes its direction, and the kidney bean shape of his head is pushed in the opposite direction, also the shape of his eyes change.


(animated .gif)

Sam was much more delicate when it came to breaking up her asymmetry.

sam_001 sam_001_drawover

Also good examples of the pupil treatment in both of these shots.


Sam’s Glasses Treatment

sam_glasses_stripWith Sam’s glasses the trick was to never intersect her eye with the frame of the glasses.  If the glasses intersected her eye as she turned her head it really accentuated the fact that the front of her face was pretty flat and its much more appealing to have a clear view of the character’s most prominent eye.  To keep this from happening we would animate the glasses to turn against her head, there are some much better examples of this in the jello sequence.



bly_gummy_bears_board gummybears_001

We screened a rough cut of Cloudy in December 2008, mostly storyboards with about 20% final animation.  But when we got to the part of the movie when Steve finally realizes his purpose I knew what shots I had to animate.  This was the first time I even contemplated requesting shots.  I’ve been pretty lucky letting fate do my shot assignments, but I knew when I saw these I had to animate them.  I didn’t care so much for the fighting with Gummy Bear shots, the shot I really wanted was Steve realizing whats happening.

I approached the animation director, Pete Nash, and he said he would certainly see what he could do.  A few days later I found out I was going to get to animate bly32, Steve seeing the Gummy Bears and as a bonus I get to animate the tripped out happy Gummy Bear shot as well!


bly32_002 For this shot Phil and Chris explicitly asked if I could animate Steve as a 2D card moving upward.  They didn’t want any fancy animationy stuff, just Steve poking his head up moving at a constant speed.

bly32_003 bly32_001

So thats what they got, the only other trick was having to get his voice translator lights to clear the top of the door so you can see them light up as he says Gummy Bears.

bly32_004 bly32_002

I referenced the storyboard drawing for this frame extensively.  I pushed Steve’s facial rig as far as it would go with the built in controls, but it only got me about 60% of the way there.  I created several custom blendshapes and groups of clusters to help push his mouth into that final shape.  I had to reconstruct some of the geometry around his eyes as well because scaling his eyes so large started to break the surrounding geometry.  I threw a slight wiggle on his mouth as if he couldn’t contain himself, but then I just let the pose and Steve’s insane expression sell the rest of the shot.  I figured this was a moment for Steve and the audience to all realize together whats about to happen.

Remote Control Television

Before I wrap this up there’s one more thing, Flint’s failed invention the Remote Control Televsion is everywhere throughout Cloudy.  Sometimes its more obvious than others, but anytime we could fit him into a shot the director’s loved it.  I only have 2 examples of it from my reel, but here they are.


mee_tv(he’s living in a cardboard box!)

I hope you enjoyed this post and please leave a comment if you have any questions and I’ll be sure to reply.  Also if you have any questions about my other reel shots ask away and I’ll reply, maybe even with some fancy pictures!


and of course:


(animated .gif)


41 thoughts on “Cloudy Animation…now with more Meatballs.

  1. You’ve created my dreampost! All of the creative motivations w/ a tech explanation of how you’ve broken the mold. Thank you so much! When I saw the Earl dialogue sequence in theaters my jaw dropped literally. I love the animation style you created for this film, Kudos!

    What were some of your inspirations creating this stylized action?

  2. Dave,

    Amazing work, thanks for sharing! “Meatballs” was just released here in Brazil, and let me tell you it´s one of the better animated features I saw in years.

    The face poses you guys achieve , specially on Flint, are incredible. Are the models regular polygonal models with blendshapes and joints, or something stranger? If it is, is there anywhere some images of the face´s wireframe?

    I ask that because the mouth varies its shape a lot during the shots (from a very small line to a huge opening), and it doesn´t seem to destroy the mesh nearby (like it overstretched in points).

    Anyway, congrats on the great work! I´m looking forward to your future works.

    P.S.: BTW, the feet into the eyes gag is my favorite.

    1. Hi, the models were regular polygonal models. The rigs were a combination of blendshapes and joints, but I can’t go into the specifics. Let me put it this way, if you took the time and planned out what you wanted each shape of the mouth to look like from super small to very large and created rock solid blendshapes you could achieve what we did in Cloudy. Now we still needed to clean up and smooth out geometry after we pushed the face shapes to the extremes. Usually something like an average vertices or smooth polygons tool would do it for you, to alleviate the bunching up of geometry.
      I’m glad you liked Cloudy!

  3. So I was looking over your reel again, and pretty much any oppOrtunity you had to make legs or arms curved you would, right? Like I was specifically looking @ The Mayor coming onstage & Flint sneaking along the wall.
    And with the timing, I love that you posted the pic of the graph editor (thnx for that) But I’m still trying to get a grasp on the film’s methodology. Sorry if I’m just being a bit dense. But would you like –go fast between Breakdowns and settle on the Keyposes? Like: AAAA BC DDDDD. Lol, U see what I’m saying? Hmm…Let’s say Flint in reaching for a mug with his right arm, and we’re just worried about animating his right arm. Pose1 its relaxed at his side. Pose2 his arm is extended and his hand is contacting the handle of the mug & Pose3 is his fingers wrapped around the handle. So ruffly how wud that be timed? Like this maybe?:

    ———————-MAYA TIME LINE—————————-

    Frames 1 2 3 4 5 6 7 8 9 10 11 12 13

    Keys | | | |

    Action {-hld-rlxd arm—–} {cntct}{settle 2 wrp arnd}{Pose3}

    Hopefully you can decipher all of that, lol. And hey if u’re bored maybe you can demonstrate an example with a character taking steps with Cloudy timing in ur answer… Like those 2 shots on ur reel.

    Hahaha, I hope I’m not a pain. Thanks Dave!

    1. haha, Chad let me think about this and the best way to explain it. I’m working on a Cloudy/Sony commercial right now and I have access to the Flint and Sam rigs, so if I get some free time I’ll do a quick animation to show you an example.

  4. damn, sorry My example was perfect while i was typing, once it posted it got condensed.

    fr 1-5 is (hold on relaxed arm)
    fr6 is contact
    fr7-12 is (settle from contact to fingers wrapped around handle)
    fr13 is the final Pose 3 (fingers wrapped around handle)

    ok I promise, No more.

  5. Hi David,
    Love your thorough explanation on your reel, its pure gold!
    one thing I noticed you always mention about adding some blendshapes, clusters, made custom eyeball for Flint etc, I wonder if that’s really your tasks? I mean is every animator have to deal with this extra technical thing besides animating?? need some enlightenment here
    Thanks in advance!

    1. Hi Emil, its been my personal experience so far in the world of being a professional animator that you don’t HAVE to add clusters, or deformers, or make your own blendshapes. BUT…if you do, it makes your work that much better.
      Personally I get a kick out of adding that extra layer of technical stuff after I’ve created a performance with a character. Even when working in VFX at Tippett, there were a lot of little things you could do to “plus” your shot. Like adding a deformer that pushed a creatures skin out where it contacted an object. Its those insanely tiny things and attention to detail that make a shot even stronger.

  6. I love the old guy in the background of the Slow mo shot having a heart attack.
    Beautiful work dude! congrats!

  7. Wow, thanks for the in dept step by step of these scenes. It was interesting to see how these segments came to life. I especially love the boards and pretty pictures. Keep at it!

    1. thanks Tara, I really enjoy your work. And I love the Cloudy drawing! I sent it to Phil Lord, I know he’ll dig it.

  8. Thank you for sharing all those invaluable and insightful words with us. And it’s so cool that you guys push the medium in a new direction !!~~
    I really love Sam’s breathe when she sits down and your acting choices for those shots 🙂
    I noticed that there are some lasting 1 frame extreme impact/reaction poses that have head scaled up, I think. Did you also moved the head for this one frame more toward the camera or only scale and stretch it, would you use scaling up or down also on other body parts, like for example hands? sam has a bit long fingers, i wonder did you used some scaling to get a fist pose looking good
    I can’t wait to go slowly through it when it will be released on DVD and find out what’s inbetween those frames 😉 [I spotted throughout the cloudy that there are some moments when Flint thigh is like two times longer then the lower leg– I like the crazy stylisation of this movie!]
    Thank you once again for the pile of inspiration you gave me with your posts. Congratulations on the movie!!

    GummiBears rock!!~~

  9. Thanks so much!

    It’s really appreciated. I’m honored to know you like my stuff and I hope Phil Lord does too. 🙂

    You guys have done great work on the movie and thanks again for the hard work and entertainment! I’m looking forward to more.

  10. This has been a really fun read, David- there’s a ton to learn here, thanks! Over here in Tel Aviv the movie is called ‘raining felafel’. *sigh*.

  11. the last few couple of posts got me inspired again! i especially like the part where u talked abt adding blendshapes to improve the performance.

    thanks for sharing! i really like the acting on the film Cloudy. great work!

  12. Hi David,

    I just saw Cloudy this week and had such a great time! It’s really nice to see a CG film with a totally different style and achieve it so successfully!

    Thank you for sharing this. Lots of very precious informations in there and your reel is so entertaining (I especially love the gummy bears spread through your reel)!

    All the best

  13. Can you tell us more about how you come up with acting stuff..
    do you do video ref and than animatic and then maya or how you choose your acting choice

    1. This is a great question. Let me think about it and I might do a post about my approach and I’ll talk to a couple fellow animators about how they do it as well.

  14. omg !! thank you sooo much for talking about earl’s animation….when i first saw that scene i was like “how did they do that pigeon like neck movement?? “…i was waiting for the dvd to see it frame by frame …but now i got to know that from the man himself …really happy …thanks again

  15. Fantastic Post. Really would love to see more animators do this. Very nice. I love your sequences.

    During an animation movie I never really notice animation. I’m always sucked into the story. Never do I see pixar animation or dreamworks animation. Its perfect animation, but I don’t notice it.

    But with Horton and Cloudy some shots just slapped me in the face, really really awesome animation.

    I LOVE the shot where he pops out around the wall with the FLDSMFR. I just watched it frame by frame and noticed you turned the pelvis 180° opposite to the legs. And it works so beautifull. How do you come up with stuff like that. Is it just testing and rotating the body as far as you can backward, or was it an accident? Really really nice animation.

    Once again, thanks for the awesome post.

  16. I was very happy to find your web pages indeed. I am teaching Maya here in Sydney and half the school recently went to see “Cloudy” and were enthralled. Could you say if you animated with low Res models for blocking and used higher Res models at render time? Could you also explain a little about your approach to render passes? Thank you!

  17. Hi Dave… I was curious did you have a low res blocking version of the characters or were they light enough to go with the render res version?

    Also any chance of posting a wire frame its very instructional seeing production worthy topography in the “flesh” so to speak!

    It’s really cool this resource you have created by the way!


    1. This is a tricky subject to talk about. Tricky as in, I don’t know how much I can describe without getting too detailed, and thus discussing proprietary software. I can say this, we have several versions of the character that we can animate with:

      -A low res, textured version with no blendshapes or deformers on the rig. Meaning no facial controls, or fancy bendy limbs.

      -A hi res, textured version that is still slightly lower resolution than the final render model. Full facial controls and deformers on the rig.

      -A mix of the two, meaning low res body with hi res head, and vice versa.

      Now we do have an ultra low poly rig, but I can’t say anything about it except it is basically cylinders and spheres. Very fast though and awesome. 🙂

      I unfortunately can’t show you a wireframe of the topology, and I just animate so I can’t really comment on the lighting passes. What I would recommend is picking up the DVD, there is an awesome “making of” spot with Rob Bredow explaining a lot of that sort of stuff.

      Thanks for the comment and I’m glad you liked the movie. 🙂

  18. I watched ‘Cloudy with a chance of Meatballs’ as soon as it hit the theaters and I LOVED IT. I was gaping at the animation with my mouth wide open just like everyone in Swallow Falls when they see the Clouds. Just Amazing! The Animation is a huge inspiration for me and I am so glad you make me learn something about it through this wonderful article. Thanks a lot! 🙂

  19. Just ran across this post. Me and my kids love this movie, very cool technical description of the character animation. Keep up the good work Dave. Glad to see you’re doing great things.

    1. Paul! Great to hear from you, can’t believe you found my blog. You do remember giving me Truespace and 3ds Max right? That was the tipping point, ha! Thanks man.

  20. Oh wow, why is this the first time I’ve seen/found this?

    Mr. Dave, you are now my hero! This is my #1 favorite movie ever, I love all this stuff about it! Thank you so much for this, and for helping make such a great movie!

    I hope you don’t mind me posting this link to a forum? There’s a few people on that I think will fangirl (or boy) about this like I did! ^^

  21. (Piping in 4 years later) I don’t think a simpler blenshape face rig would have worked for Cloudy. It was imperative that the mouth for example always slide along the kidney bean head. (Without any loss of volume) -scandell

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