Tales Of Despereaux – BEHIND THE SCENES


Kate DiCamillo admits that when she penned "The Tale of Despereaux: Being the Story of a Mouse, a Princess, Some Soup and a Spool of Thread," she wrote the type of novel she wanted to read as a child, and the kind that still enchants her as an adult.

"When children’s literature works really well, there’s still magic and possibility that you’re sometimes not allowed in an adult book," she offers. "It feeds some necessary part of us, and it speaks to the child in the adult. I wanted to write a story that addressed how profoundly complicated we are, how we can be good and bad at the same time and how we find comfort in each other."

Thomas and Ross agreed with her worldview and approach; they also believed that it was important that their translation honor the multilayered narrative and keep the Narrator as a guide to our hero’s quest. "Kate established an intimate relationship between herself and the reader," Ross notes. "The first thing Allison and I wanted to do was maintain that relationship."

Though the writer/producer had penned award-winning screenplays over the years, The Tale of Despereaux offered opportunities other films often do not. Ross explains: "Fairy tales have in them a strong moral sense. There’s a big underpinning to what the characters are. They wrestle with big ideas, big issues and resolve them. Kate wasn’t afraid to go into that. And in a universe that has a lot of disposable pop culture in it, Kate set out to do the opposite."

The producers agreed that if they were to do justice to the adventures of this "enthusiastic, pluckish young mouse" the film could not simply become a cartoonish interpretation of DiCamillo’s intricate novel. Rather, they chose to pursue it as a classic fairy tale informed by the richness of a modern fairy tale that would work well for a character-based epic. Ross relates, "We wanted to reflect a cinematic version of a great illustrated book, filled with those images from childhood that never leave you."

This fundamental choice affected decisions made in the areas of visual style, character design, color, lighting, animation style and performance. These lofty ambitions were all accomplished for a budget of approximately one-half to one-third of other CGanimated movies from major studios (The Tale of Despereaux movie cost $60 million to produce).

CG director Sam Fell and fellow director, veteran story artist and animator Rob Stevenhagen joined forces to form the team who would direct Despereaux.

Together with production designer Evgeni Tomov, director of photography Brad Blackbourn and the experienced visual effects company Framestore Animation of London, The Tale of Despereaux production team embarked on a complex, new path for the project.

Director Fell remembers: "When I came across ‘The Tale of Despereaux,’ I felt I had found something that was unique and full of magical characters and tone. It was something I missed in everything else I was seeing around at the moment—material geared toward cynical comedies. It really grabbed me."

Just like the producers, he was moved by how intricately DiCamillo had developed the emotions of her characters. He offers: "That kind of psychology is much fuller than in your average animated fare."

Producer Thomas explains the unique talents the team offered: "From stop-motion to CG features, Sam brought an eclectic background in animation and the ideal experience we were looking for in a director. As his partner, Rob, with his unique narrative skills, complemented him perfectly. Evgeni had a clear vision of the sophisticated look we wanted, and Brad wanted to design software that emulated true film exposure and lenses. With Gary’s live-action approach to directing actors, cinematic style and cutting patterns, this team’s integration has been seamless."

Framestore has a celebrated 20-year history in commercials, visual effects and television animation and was poised to make its first full-length animated feature film with Despereaux. It would work with Larger Than Life to craft a CG-animated film with a "handmade feel," one that did not seem as if it was made within the computer.

Of the team’s eagerness to work with Framestore, Thomas lauds: "We loved the performance of Framestore’s hippogriff created for the Harry Potter movies, and since we’ve worked together, they have won an Oscar® for their stunning polar bears in The Golden Compass. They are known for delivering high quality images for a price and made a great partner for The Tale of Despereaux."

For the visual style of Despereaux, the production agreed that the film needed to feel as rich as the fantasies of a child when he or she reads stories of knights and fair maidens. This would be a challenge, as the team knew that computer animation can easily be filled with images that have very smooth, shiny surfaces and clean edges—an airbrushed look that makes the creations feel as if they are plastic. This look was the
opposite of the desired qualities the crew wanted for Despereaux.

The filmmakers, in collaboration with production designer Tomov, strove for a painterly feel to the worlds our hero mouse explores, relying on Flemish masters, including Vermeer and Brueghel, for inspiration. Whether in design, color, lighting or camera moves, the intention was that everything seen would have an organic feeling, not a computer-generated one. Naturally, the hope was that this style would allow children to immerse themselves in the world of Despereaux—as well as to match the imaginings they had when they read the book.

Explains Tomov: "Our goal was to give Despereaux, the other characters and the settings in Dor a painterly, atmospheric look. Much like the rich Flemish paintings, Dor and its citizens needed to look as if they belonged in the Middle Ages. So often, CG animation has a look that can be clinical. We wanted to bring heart and soul to the visuals. We knew they should not only be beautiful, but also moving and emotionally engaging. We wanted this organic, immersive quality to the film…so the audience will feel like they are part of the story and there isn’t an invisible glass wall between them and the screen."

The design flowed through to a restrained color palette that reflected the colors that would paint this fairy-tale world. "We deliberately chose a very muted and subtle palette, along the same lines as all of our other design choices," continues Tomov. "As colors are also a form of lighting, we did not want saturated, vinyl or obviously digital colors. We wanted everything in the design to have an organic feel."

Ross points out an example of this at the pig herder’s farm, where we first meet Miggery Sow: "At Mig’s farm, you can feel Brueghel. In fact, you can see a lot of Dutch Illuminators all over the movie. And when I look at this farm, I can feel those paintings—the mud of the farm, the palette, the soft Flemish sky. In fact, there are a lot of times where it’s just a half step from the painterly reference. That was an enormous challenge for our team."

The production design crew, along with the filmmakers, established a visual style and design for the movie, which was then brought to life in a CG environment by Framestore Animation. Framestore applied traditional painting techniques onto the CG process to achieve the desired effect. For example, in addition to 2-D matte paintings, the painters also touched up 3-D renders with minute detail. As Flemish painters often had detail fall off into shadows in their work (and added sharper detail in the focal area), this type of touch-up gave exactly the look the artists wanted.

The production began the process of bringing the animated designs to life by casting a variety of talented actors. From Matthew Broderick and Dustin Hoffman as the film’s main rodents, Despereaux and Roscuro, to Emma Watson and Tracey Ullman as the story’s leading ladies, Princess Pea and Miggery Sow, the global cast comprised performers and comics from stage and screen.

As mentioned, screenwriter Ross chose to honor DiCamillo’s voice of the book—the Narrator—by integrating that character into the screenplay. As stories are often read aloud to children, the Narrator guides us through the lasting themes and morals The Tale of Despereaux shares with classic fairy tales. As she does in the novel, the Narrator engages the audience in a conversation, speaking directly to the viewers (readers) and drawing them into Despereaux’s tale.

About her role, Sigourney Weaver notes, "You have to feel like the Narrator is going to take care of you, no matter how dark or dangerous the story gets.

You have to know that she knows where she’s going and that somehow it’s going to be all right. The voice has to give you that confidence. The Narrator must be willing to take the audience right to the edge, and at the same time let them know she’s there to catch them."

Of her performance, director Stevenhagen compliments, "Sigourney did an absolutely wonderful job in really engaging the audience in the story. She’s almost like an aunt who sits and reads the story to a group of children." The director points out that DiCamillo’s tale can be complex, and having a voice as a guide was invaluable. "There are also moments where it’s been incredibly helpful to just have her come in and tie one character or one character’s predicament to the other and introduce a new world."

Cast as the brave, unlikely hero Despereaux Tilling was stage and screen performer Matthew Broderick. Quite familiar with the world of animation, Broderick has previously lent his voice to Disney’s blockbuster The Lion King and, most recently, DreamWorks Animation’s hit Bee Movie.

Director Fell believed that Broderick’s experience on stage and screen was just what the production needed for the voice of its lead mouse. He compliments: "Matthew has this fantastic ability to vocalize the utter joy and wonder we always imagined would come from Despereaux. When you listen to his performance, he simultaneously sounds curious, hopeful and noble."

Matthew Broderick really enjoyed finding a character to play that he found to be "very brave and headstrong and [who] doesn’t care very much what other people think about him." Of one of his first meetings with the producers, he recalls: "I remember Gary telling me that he felt it was early teenage angst, that Despereaux was somebody who felt too strongly about everything all at once, in the way that an adolescent might. Everything is right and wrong, and he’s overly passionate."

For the actor, working on an animated film offered a different set of challenges from those found on a live-action set. He says, "The process is more collaborative, because I’m trying to suit what’s being drawn and written, which, often, I haven’t even seen. I’m dependent on the director and everybody to explain Despereaux’s world, because it often doesn’t exist when you’re recording. You also have to indicate more with your voice, because the animation isn’t capable of expressing some of the types of humor. It needs a broader reading."

Discussing Ross’ process of recording with other performers outside of a sound booth, he notes that this ideal situation made him feel less self-conscious during vocal work. Broderick states: "When you’re recording alone in a booth with four or five people telling you, ‘That was almost right,’ it’s hard to not get self-conscious. But if there’s another actor, at least you can listen to each other and not be so aware of the people listening to it. It’s easier to forget about yourself."

Two-time Oscar winner Dustin Hoffman was selected to play the good-hearted but self-loathing rat Roscuro, who alternately assists and impedes Despereaux’s quest.

For the filmmakers, working with Hoffman was a fantastic experience.

Perhaps the most complex character in DiCamillo’s story, Roscuro runs the gamut of feelings—from joy at his freedom to pain of rejection and peace of forgiveness. Stevenhagen explains of Hoffman’s misunderstood character: "Roscuro has a spirit of adventure and a zest for life and a love of the sea and the wind. The world sees him as a rat, but he sees himself as this rogue who sails the seas. He doesn’t understand that the world would view him differently than he sees himself, and it breaks his heart. Dustin captured these qualities exactly."

As did Broderick, Hoffman recorded some scenes with other actors from the film.

He was pleasantly surprised when he showed up at the recording session and realized he would be taping with others. "Animation is rather new to me," notes Hoffman. "As actors, we’re used to interacting with each other. Usually with animation, you are looking at a microphone and reading lines and you don’t really have a vision of what it’s going to look like. You have to completely trust the director." In this case, said director was Gary Ross, a man of infinite rodent patience."

In the role of the graceful and lonely Princess Pea is young British actor Emma Watson. Best known for her work in the blockbuster Harry Potter franchise, Watson lends her voice to her first animated feature film in The Tale of Despereaux. Says Fell of her character and performance: "Princess Pea is an ordinary teenage girl. We wanted her to be like a modern girl as well as a fairy-tale princess. We didn’t want her to be cold and distant. Emma did a wonderful job of portraying this teenager that’s stuck in this gloomy old castle with a gloomy old dad in this land that is under this awful spell of gloom. She wants to see some light in the world, and she wants to enjoy life like you do when you’re a teenager."

Like much of the cast, Watson was touched by the timeless messages of the story. Says the actress about her rationale for joining the project: "It really touched me, and the script had a really big heart. I loved how it was about achieving against adversity…about someone living out their dreams when they seem slightly impossible or unrealistic. Despereaux just doesn’t give up; he has this amazing spirit."

Known for her comedic portrayals of dozens of characters, award-winning actress (and fellow Brit) Tracey Ullman was cast as the starry-eyed serving girl Miggery Sow. A pig herder who dreams of becoming a princess and works in the castle of Dor for Princess Pea, Mig’s simple, impossible dream is crushed one day. Brokenhearted, she seeks to right perceived wrongs and makes a very costly mistake.

Fell elaborates: "Mig is this kind, humble servant girl—a rough farm girl who has had a terrible life on this awful farm with that terrible Uncle Ned. She’s not attractive and she’s not clever, but she’s amazingly optimistic. She has this idea that one day she will become a princess in a castle. It’s obviously nonsense, but yet she believes it. And I love her, actually. I love Miggery Sow because she has this enduring sense of optimism, despite all of her failings and misgivings. And Tracey brings this soulfulness, hopefulness and comic tragedy to the lovely character in a way I don’t believe anyone else could."

Reuniting for another film together, A Midsummer Night’s Dream co-stars Kevin Kline and Stanley Tucci joined the cast of Despereaux as, respectively, the royal chef Andre and eccentric soup genie Boldo. Kline, who compares Despereaux and his inventiveness to Don Quixote, enjoyed how the little mouse "has his own imagination and his own will, which transcends all rules. He’s not affected adversely by the boundaries that the rest of society has set."

For Tucci, voicing a culinary genie who is all passion allows him to "play as an actor more than when you’re just shooting a straight film." He reflects, "There’s something really childlike about it, and that’s the thing I’m most attracted to. You can invent things ad nauseam, like a kid does."

Kline and Tucci often recorded their scenes together, with props provided by Ross, allowing them to ad-lib and play off one another in explosively comic battles. All accidents would be caught on tape for animators to use at a later date, especially the scene in which Boldo and Andre get into a food fight as they make their latest masterpiece.

Kline elaborates on the experience: "Gary not only got us in the same room together, but also filmed the first session. He had a cameraman walking around, and we staged it and improvised, based on the scene as written. We had the food fight and were actually throwing things at each other because Gary wanted us to act it out fully. We tried it a variety of ways, with different degrees of insanity and intensity. Stanley was doing an Italian accent, and I was doing a French accent. As we ad-libbed, we would frequently pick up on each other’s accent."

To populate the nervous denizens of Mouseworld, the filmmakers cast a number of additional noted performers. Rounding out the rest of the Tilling family are lauded character actor William H. Macy, cast as Despereaux’s terrified and law-abiding father, Lester; award-winning television and film actress Frances Conroy as our hero’s timid mother, Antoinette; and actor Tony Hale, best known for his comedic role of Byron "Buster" Bluth on FOX’s Arrested Development, as Despereaux’s nervous brother Furlough. Richard Jenkins plays Furlough and Despereaux’s very by-the-book school Principal, and Tony Award winner Frank Langella brings his gravitas to the voice of Mouseworld’s Mayor, who rules his domain with an iron fist. The final mouse of note, Hovis, is played by comic performer Christopher Lloyd. As the blind creature in charge of banishments to Ratworld, Hovis proves a gentle soul who offers Despereaux kind words (and strong red thread) for his journey into the sewers.

Final key cast members of the world of Dor include Robbie Coltrane as the palace jailer, Gregory. Coltrane, known to audiences worldwide as the beloved gentle giant Hagrid from the Harry Potter series, joins Watson for their latest film together. Lastly, frequent villain favorite, Irish performer Ciaran Hinds, was brought aboard to play the vicious leader of Ratworld, Botticelli.

For the production, it was crucial that The Tale of Despereaux be a characterdriven film. Explains Fell: "We spent a lot of time with our animators trying to find an understated style of animation that allowed you to consider a bit more of what was going on inside each of these characters." And while the filmmakers knew the movie had to be emotionally impactful, they also wanted the tale to be filled with rollicking adventure as Despereaux and his cohorts embrace their respective quests.

As always, form followed function. When characters in animation are comedic or cartoonish, they tend to have a much more graphical design. It is quite difficult for a strongly graphical character to "give" a subtle performance in a more naturalistic fashion. In addition, because the stars of our fairy tale from the Middle Ages are a mouse and a rat who walk and talk, they were anthropomorphized…endowed with human qualities. Despereaux and Roscuro are eloquent, scurry on two feet, wear clothes, have 10 fingers, etc., but needed to be recognizable to children as familiar creatures they’ve seen scampering about.

As noted, all of the early vocal sessions were recorded for the animators. This allowed them, for example, to reference how Dustin Hoffman as Roscuro acted out a particular sequence in which he breathed in the heavenly vapors coming from the Queen’s soup bowl. The recordings inspired the animators, as they were able to watch how each actor phrased a particular line or the posturing with which he or she stood.

Additionally, the artists shot references of themselves enacting the specific scenes that they were animating. Working with Fell, Stevenhagen and animation supervisor Gabriele Zucchelli, each animator looked at these personal references to select the best moments and edit out the decisions that were not right for the movie. Of course, animators never simply copy what they regard in real life. Consider this analogy: Imagine the difference between taking a photograph and then putting tracing paper on top and tracing it, versus laying another sheet of paper alongside the photo and drawing the essential elements…and simplifying what isn’t necessary.

Elaborates Zucchelli: "We bridged animation and live action in order to make these characters more believable. All the performances are quite restrained and subtle. We hope audiences will be drawn to these characters because they behave like real people in real situations. In animation, we often tend to exaggerate and pantomime. This film was quite new territory for feature animation.

"We avoided theatricality and spelling out what the character is thinking," Zucchelli continues. "So we had to edit out all kinds of clichés and gimmicks that we as animators build up over the years. We had to keep what’s essential to the shot and to the moment. For example, we kept the acting in the eyes and subtleties of expression."

This deftness of animation was achieved through the unique synthesis of talents of Fell and Stevenhagen. As Ross comments: "Sam is a phenomenal CG director of animation. He’s able to eke such wonderful nuance out of these performances and is just phenomenal at paying attention to the detail of the acting and the animation. Some of the nuance and subtleties he was able to achieve felt as real as any live action.

"Rob was just remarkable in his unique ability to hold the entire film in his head at any given moment," Ross continues. "He didn’t just board the movie; he reflected the tone right down to the subtlest acting. Rob’s also a brilliant 2-D animator, so our animatics, at times, actually had the quality of a 2-D animated film."

The first pass of any animated feature is known as an animatic—storyboards edited together with dialogue, music and sound effects. In the case of Despereaux, these boards were developed differently than in other animated movies. Before a single board was drawn, lengthy meetings were held with Stevenhagen, Fell, Ross and Brad Blackbourn, the head of layout. In these meetings, a detailed shot list for every moment in the movie was created—a live-action approach influenced by Ross. The four men met to map out every shot, from camera angles to lenses, in the movie. These shots were thumbnailed by Stevenhagen and then turned over to the story department, which was under his close supervision.

This visual road map kept the complex story pieces thematically and artistically unified. For a movie with as strong a narrative as Despereaux, a single cinematic vision was necessary. This had to be articulated before the storyboarding could even begin. This shot listing served to maintain narrative drive and a cohesive tone in four interlocking stories (Despereaux’s, Roscuro’s, Pea’s and Mig’s). It also served to cut months, if not a year, off the development process in a movie operating on a tight budget.

Of his crew, Stevenhagen commends: "We had an extremely talented team of storyboard artists; they were all animators themselves. It was very useful because they could give a lot of the performance we wanted in the drawing. The whole story reel—the pencil drawings that form the basis of an animated film—became a very precise foundation for what the movie ultimately became. And the shot listing process itself saved a year of storyboard development."

Light is not only key to any animated production, it is one of the major themes in The Tale of Despereaux. Once again, production designer Tomov drew his inspiration for the film’s multiple settings from Flemish masters.

After the Queen meets her untimely death in our tale, grayness falls upon the Kingdom of Dor. "In a lot of scenes, the light becomes the star of the sequence," says head of lighting RYAN MICHERO. "For example, when Roscuro is in his nook, he has a little shaft of light—almost like his pet—that he shows to Despereaux."

Rather than simply illuminating each detail and every corner of a frame, light in Despereaux had to support the story being told. This very real-world approach was part and parcel with the overall style the filmmakers wanted to achieve. Lighting was naturalistic and often diffused; shadows were softened. VFX supervisor Barry Armour (also a photographer) translated the team’s creative intentions into technical reality. He offers: "The movie has some of the same type of light as a Vermeer painting. It has that ‘north window light,’ very soft shadows, but directional and not hard. There are no spotlights in the film. It was a nice opportunity to do something a bit out of the ordinary for an animated feature."

Up until now, CG animation has mostly given characters their own light source, one apart from the environment. The Framestore team developed new tools—as well as adapting some from its celebrated visual effects work—to enable an integrated global lighting model, one with motivated or natural lights. They used the same lighting schemes to light both environments and characters for a more naturalistic feel.

Mouseworld, for example, is full of ambient light that comes from a storeroom window. The Kingdom of Dor has direct sunlight in the exteriors, with interiors lit by drab sunlight coming through exterior windows. Ratworld, by contrast, is inspired by Hieronymus Bosch, with dark shadows and oversaturated colors.

Creating these shadows was another challenge the animators and lighting designers faced. Ratworld is comparable to a medieval nightclub lit by torchlight. Of the space, VFX supervisor Amour shares: "It’s like lighting a night scene in a city. Everything has joint sources, and there’s no general ambience like there is in Mouseworld. Transitioning to Ratworld changed the pace and the rhythm of the scenes by having interrupted light sources. It can make things jagged and tenser. It’s not a calm environment at all."

Of the opportunity, Tomov adds: "Light was paramount in the storyline of the movie. There is no black and white; there are no clearly positive or negative characters. The lighting is a lot more multilayered, like the story."

The process of lensing the film began with the work of head of layout/director of photography Brad Blackbourn in the layout process, when each shot of the movie—including camera angle, selection of light source and basic blocking—was realized from the storyboards. Once again, the talents of live-action filmmakers came into play. Shares Blackbourn: "In Despereaux, the layout process is more akin to a live-action paradigm where we set up actual cameras, choose lenses and think about depth of field. This also includes decisions as to where the dominant lighting is coming from, staging and blocking. We did all of this for Despereaux in a 3-D space in a virtual camera."

Due to this live-action perspective, the film had a very cinematic and dynamic cutting pattern. In fact, because of these cutting patterns (and crosscutting), there were 30 to 40 percent more shots in the movie than initially intended. Blackbourn offers, "The choreography and movement between these shots, as well as the camera motion and cuts to different characters in different places, meant we had to be on our toes to keep track of all the settings.

"Rather than be able to just review a few shots at a time," the DP continues, "we had to think in terms of two or three sequences at a time—with maybe 90 to 150 shots each. The more ambitious we got about the detail and meaning we wanted to put into the film, the more pressure it put on. But it’s not additional work for no apparent gain; it made a huge difference."

The filmmakers want the audience to feel as if it is very much a part of each locale. As Blackbourn puts it, "When we are shooting with the mice, it’s as if a little mouse-sized camera guy is shooting with a little, tiny mouse-sized camera. We hope the audience seamlessly gets pulled between the human world, Mouseworld and Ratworld and feels like they’re amongst them—rather than observing from the outside as a human."

Not surprisingly, shooting from the point of view of a mouse did pose some challenges, particularly for the set dressers. Continues Blackbourn, "We spent a lot of time close to the floor, amongst very crowded little rooms. And in this Mouseworld, there are thousands and thousands of repurposed little objects that they’ve picked up along the way to create their world. And we, as part of our set dressing layout process, hand-placed each of those."

In other parts of the castle, Princess Pea’s elegant bedroom consists of ornate furniture, large windows and delicate bottles that were shot and animated. Blackbourn’s team had to keep in mind the natural light and how it played off Pea’s hair as well as the glass bottles in the room.

One particularly difficult sequence is the scene in which Princess Pea and Roscuro are having a conversation, while Roscuro is hiding among the perfume bottles. Says Michero, "While Roscuro is hiding within the reflective and refractive glass bottles on Pea’s dressing table, the camera’s actually peering around these glass bottles and through the cloudy textures of the glass. Bending the light added to the emotional aspects of the sequence. This really hasn’t been done in animation before."

Award-winning composer and arranger William Ross was brought on board to create the score for The Tale of Despereaux. Working with Gary Ross, he developed a vision for the film’s thematic, orchestral score. Informing their choices would be the courage, bravery and curiosity of our hero mouse, as well as the many emotions experienced by the creatures he meets on his quest.

"There are very few people any more who can write this rich, lush and orchestral a score," commends Gary Ross. "Bill’s tonal range is just staggering. In a movie like this, with such a complex narrative, his contribution was absolutely vital." Through the composition of the music, William Ross found he could help shape the emotional development and progress of the story as it unfolds. A longtime orchestrator, he also appreciated the filmmakers’ commitment to employ a variety of instruments like wood flutes, lutes and other folk instruments to help create, as he says, "a colorful sound environment."

Though the music selections made by the composer would be character driven, he knew the composition needed to live on its own. What he found to be the most challenging was discovering each of the main character’s themes. For example, to give our hero the nobility he deserved, William Ross created Despereaux’s "Knight’s Theme," a composition infused with melodic instruments, woodwinds and, most appropriately, the French horn. Completing the sounds unique to Despereaux’s theme were the occasional English horn and violin.

While it is very common in film for themes to repeat, both Rosses believed there should not be exact reprisals of each theme each time they were reintroduced. The composer explains: "As we discussed the compositions, Gary and I agreed that we would constantly look for new ways to introduce themes and musical material, always hoping to move the plot forward, and not backtracking by repeating things as they were used earlier in the film."

While live-action movies usually offer composers the ability to create music for footage that has been shot in real time (and easily accessible), animation presented a unique set of challenges for the composer. William Ross relied on the producers and directors to walk him through the storyboards so he could write appropriate music for each stage of the animated adventure.

"When you’re writing to storyboard, you must imagine the possibility of what will eventually happen with the drawings," offers the composer. "It makes a huge difference when the animation is complete. As an example, when a scene in Mouseworld goes from day to night, it wasn’t obvious in the storyboard how dramatic that would be. Once we saw the final animation, we altered the music by creating a lullaby effect that supported the temporal transition that was so much more apparent in the final animation than in the storyboard. It was a detail that we only really saw in the final and missed in the storyboard."

The team enjoyed being able to evoke the sounds of the Middle Ages in The Tale of Despereaux. This is specifically at play in the scenes where we find the Dorian King, estranged from Princess Pea after the Queen’s death, mournfully strumming his lute. He is so lost in his thoughts and deep in depression that he can’t even hear the shouts of Despereaux as he tries to warn him about Pea’s dangerous situation. While originally envisioned as a guitar or mandolin, the scene was reimagined when William Ross and the filmmakers were drawn to the haunting strings of the period-appropriate lute.

As the light disappears from the story, the crew agreed that Ratworld should be a place that felt very uncomfortable, scary and dark—a complete contrast to the safe and secure Mouseworld. To assist with that savage sound, William Ross would punctuate scenes with a tribal feel—complete with heavy percussion that moved the audience deeper into the labyrinthine rat lair. Underscoring the dark, Ross used the low-tone sounds of Japanese Taiko drums, as well as the repetitive beats of African cylindrical drums called djun djuns. The harpsichord was used in an effective way to help call attention to the workings of evil wherever it existed in the film, whether in a servant girl’s temptation to harm a Princess, or in Roscuro’s struggle to avoid lashing out for having been treated so unfairly.

Dor is quite a magical, inviting place that shines like a jewel on top of the sea. We are entering the kingdom at the peak time of year. Just as France is known for its cheese and Belgium is renowned for its chocolate, Dor is celebrated worldwide for creating the greatest of soups. Castle banners are festooned with bowls, the streets are lined with soup shops and the royal family has soup spoons emblazoned upon its crowns.

In fact, the citizens hold an annual Royal Soup Day on which Chef Andre reveals his latest culinary masterpiece. The towers of Dor rise high into the sky—replete with gold spires throwing off radiant glows. At the base of its cliffs, a small harbor may be found, dotted with squarerigged sailing ships.

Says director Fell: "We enjoyed creating the kingdom of Dor because it’s like this naughty European town, where they just love soup. Dor is made up of rambling, ramshackle, cobblestoned streets up narrow squares. It’s a wonderful kind of amalgam of European cities, from Brussels and places in Italy to the Balkan area of Eastern Europe."

Prior to the death of the Queen, Dor is full of cheer and direct sunlight. VFX supervisor Armour describes the locale as being reminiscent of the balanced, bright colors from a Vermeer painting with "natural light streaming through windows, very soft shadows, but not hard lighting."

After the tragedy, when soup has been outlawed, light and life in the kingdom completely change. Clouds darken the landscape and everything that once shone brilliantly golden turns to gray and glum…the whole place turns just miserable. The color palette for much of the film at this stage goes from almost exuberant to quite a bit more subdued.

The weary traveler—be he curious rat or she of royal blood—who happens upon Dor now finds a kingdom in the throes of a depression after the untimely death of the Queen. Cloud cover shrouds the land and happiness has been drained from its residents. Below is a guide to Dorian citizens, key players and curious locales.

Once abuzz with busy kitchen staff helping to prepare bubbling soups from Chef Andre and Boldo, the royal kitchen in the castle at Dor is now drab and lifeless. But on the other side of the kitchen wall, through a mouse hole, lies a tiny and magical universe of discarded human objects reimagined with mousy resourcefulness. The world, situated on floorboards between pots and barrels, appears friendly and cozy and is full of soft, indirect light.

Mouseworld is a miniature, thriving society somewhere between Baum’s Oz and Swift’s Lilliput—very industrious and regimented. Director Stevenhagen calls Mouseworld "a very oppressed society" and feels thesquashing of individuality encouraged by the town’s leaders has gone to extreme.

Stevenhagen elaborates, "From the outside, it looks like a very cozy and friendly place. You’ll soon find out that it is quite a paranoid world where everybody’s extremely scared to break the rules that are set up by this institution called the Mouse Council. Despereaux’s really the only one that—because of his curiosity and his amazing appetite for life—has a hard time keeping to the rules."

The entire place is comprised of specific household items. A knife becomes a park bench; a saucer doubles as a public pond. One can find an enormous bell tower fashioned from a tiny dinner bell and a butter churn, and the town neatly made from playing cards and a teacup. The mice’s houses are built into a chest of drawers that has been turned on its side and populated with creatures who just want to do what they are told and live a life of timidity. Well, except for one…

•The brave, enthusiastic and virtuous mouse Despereaux (Matthew Broderick) is a diminutive fellow who is saddled with comically oversized ears. Noble and brave, Despereaux was born without fear and is completely uninterested in the conformity around him; he sees the good in others and believes in nobility above all. Despereaux will prove the most unlikely of heroes on a quest to shed light into his kingdom.

•All Despereaux’s timid father, Lester (William H. Macy), desires for his youngest is for him to learn how to be a proper mouse—one who cowers, skitters and doesn’t question a life lived in fear or violate the social mores in Mouseworld. Mortified at how Despereaux makes the family look, Lester just wants everyone to abide by the rules and to do as told.

•Antoinette (Frances Conroy) is the female version of her husband. Despereaux’s mother is nervous, meek and timid. If possible, she’s even more conservative and fussy than Lester. Deeply prudish, she fusses about her two sons and is never confident.

•The old, blind mouse Hovis (Christopher Lloyd) is one of the few in Mouseworld who understands Despereaux’s enthusiasm and desire to experience life to its fullest. Responsible for carrying out the orders of Mouseworld’s Mayor, Hovis offers Despereaux hope as he sets out on his journey.

•Despereaux’s gawky, awkward brother Furlough (Tony Hale) tries his best to show his little sibling the proper behaviors befitting mice. He attempts to direct Despereaux in the ways of their creatures and usually falls into nervous, fast little steps whenever danger approaches.

•The unflappable, haughty Mayor (Frank Langella) will not tolerate denizens of Mouseworld flouting the traditional ways of the mice. He banishes Despereaux from his home to the castle dungeon and the world of the rats, sending him to assured death…or great adventure…whichever comes first.

•The by-the-book school Principal (Richard Jenkins) has run out of patience with Despereaux’s bravery. He feels his pupil is disruptive and that his actions will continue to distract the other children in Despereaux and Furlough’s school. To create this mouse utopia, the mice were dressed in spotless clothing and fitted in little costumes with drawn-up collars and hats. In order to bring a tactile quality to their world, the artists worked with cloth to give a realistic feel to the mice’s clothing. Puppet makers created miniature versions of costumes for the mouse characters, and computer artists scanned those in as reference, in order to bring a sense of reality, texture and scale to a world that would be difficult to find otherwise. The costumes are not completely tailored and finished but were done with enough detail so that the animators could see, for example, what the weave of a mouse jacket would be if the mice had salvaged the cloth from the human world.

Past Mouseworld, in the dark part of town, the cozy and warm lights disappear, the human objects turn into clutter. Down a dark grate, near the edge of a sewer, is the underground chasm known as Ratworld. Located within the filthy dungeons of the royal castle, Ratworld is a dank place, where all the rats are banished after they become illegal residents of Dor. Ratworld actually comprises part of the castle’s sewer system, but from the rodent perspective it is a huge body of water.

In the distance, across the lake, is a stark outline of a coliseum often populated with bloodthirsty fans. There, you can find the sunken arches of a bridge and an open square bathed in torchlight. The bridge’s arches are actually a long-dead human’s spinal column, and the town square in Ratworld is composed of an upside-down rib cage from a poor, unfortunate soul. Rats take no prisoners.

Ratworld is a fully Boschian universe; a ray of light doesn’t dare to enter. The buildings are fashioned from the grisly bones and chalky skulls of long-dead prisoners.

The village is built from recycled junk—discarded garbage and forgotten trinkets litter the city…a greasy spoon, a chicken’s foot, smashed eyeglasses and a filthy comb are only a few of the disgusting items found in this world. While we might see their world as gross, they relish the gluttonous and filthy life that equals being a rat.

Describes Fell of the place into which Roscuro has descended: "It’s a world of darkness, and we’ve had a lot of fun with it. It’s down in the dungeon, so these guys have fashioned a whole civilization out of discarded objects they’ve found rusted and rotting there. The houses and bridges are made of bones and skulls. Old, rusty pieces of armor have been fashioned into buildings. It’s foul and dank and disgusting and, at the same time, huge fun for kids."

Agrees Stevenhagen: "It’s a society in decay. The rats enjoy a life of disorder and love the filth, darkness and chaos. A chap called Botticelli, who is kind of their emperor, leads it all."

•The good-hearted, world-traveling rat who has been banished to the darkness but covets a world filled with light, Roscuro (Dustin Hoffman) is a misunderstood creature who believes himself human. After a terrible accident in which the Queen dies, Roscuro is banished into the filthy sewers, where the creature with a discerning palate is forced to eat disgusting trash. He doesn’t understand why humans run from him; he simply longs for understanding. A gourmet who has traveled far and wide, Roscuro’s parallel journey with his fast friend Despereaux will challenge the limits of friendship and show his true character.

•The sinister leader of the sewer rats, Botticelli (Ciaran Hinds), is a rat who commands power and absolute authority. Botticelli despises humans and the light and adores torture. The rat will prove to be a powerful adversary in the valiant quest of diminutive Despereaux and will put our hero to the ultimate test.

When the Kingdom of Dor goes gray, so does the castle. The once vibrant, happily messy kitchen is now sterile and unused. All cooking equipment has been put away, and Andre and Boldo no longer create the kingdom’s famous soups. Life both outside and inside the castle has become somber, and the cavernous and formerly grand rooms of the castle lack light and life. The King, depressed over the death of his beloved Queen and oblivious to anyone else, sits alone in his music room and plays somber tunes on his lute. Down in the bowels of the palace is the cluttered, dusty and windowless servant’s wing, where Mig dreams of becoming a princess.

•Princess Pea (Emma Watson) is a sophisticated young lady who feels loneliness and isolation due to the death of her mother, the Queen of Dor. She is invisible to her still-grieving father and is anxiously waiting for something, anything, to happen that will shake the Dorians out of their stupor. She longs to escape her doldrums and is so tired of her world staying so dark and lifeless. Pea finds an enthusiastic, delightful friend and hero in Despereaux.

•Miggery Sow (Tracey Ullman) is a serving girl who harbors a simple, impossible wish. Raised as a pig herder by an uncle who ridicules her daily, this daydreamer, who doesn’t know any better, desires nothing more than to become a princess. Mig doesn’t understand that one must be born into royalty and thinks her dreams will come true once she is hired as Pea’s servant; she is truly surprised to learn Pea actually doesn’t want her own royal birthright! Mig feels rejected by Pea and is hurt and angry she can’t live the good life she has always been denied.

•Andre (Kevin Kline) is the King’s royal chef. Andre works in the Kingdom of Dor’s castle and is responsible for inventing a new soup each year for the citizens. He becomes very depressed when the king banishes soup from Dor after an unfortunate accident, and he will provide Despereaux aid on his quest.

•Boldo (Stanley Tucci) is Andre’s ally in the kitchen. As exuberant and bold as his name, he is an odd, seven-foot genie who proves a constant source of companionship (and annoyance) to Andre as they whip up delicious soups for Dorians. The trickster is created from the vegetables, pots and pans of each masterpiece soup that he and Andre create. In a way that only a magical creature is able, Boldo will aid Despereaux on his quest.

•Gregory (Robbie Coltrane) is the palace jailer. He has a most mysterious past and has suffered great loss in his life, giving up the one person who mattered the most to him. He has given up hope of finding this long-lost family member, who may appear to him yet…

Animating these worlds proved to be an enormous challenge. Though the settings are distinct, the filmmakers wanted to ensure that they fit cohesively and seamlessly into the characters’ journeys. The team treated each location with a different intensity of lighting, depending on the sequence of the film and the mood required for the scenes.

Says production designer Tomov, "The three main worlds are all connected in one real world, presumably. They have to be recognizable, particularly Ratworld, but they shouldn’t feel like we’re on a different planet or in different movies. Ratworld, because of its distinctiveness, had to be visually very different, while Mouseworld and the human world have some similarities—as Mouseworld is a visual miniature of the structure of the
Kingdom of Dor."

Adds Stevenhagen: "These worlds all connect because of the characters that live and move back and forth within them. It’s been a tremendously interesting thing to make that journey believable in the whole film."

Production wrapped, the team took stock of all that had happened during the time that The Tale of Despereaux was crafted. In fact, four engagements were announced (all production supervisors), and 20 babies were born to crew members. The production team was quite proud of creating a hand-painted animated adventure that stayed true to its very fairy-tale roots. Of his hopes for the audience of the animated film begun so many years ago by his crew, Ross concludes: "The best animated movies have a classical sense to them that appeals to a broad range of people. It lets adults visit the part of them that’s a kid, and it lets kids reach for the part of them that wants to be an adult—in the same way that Despereaux longs to be a knight, he longs to be a gentleman, he imagines something beyond the confines of his life. Everybody relates in a very common way. It isn’t that there’s something for grownups and something for kids, it’s that everyone is able to engage with this story because it’s so classical, because there are things that stir you emotionally."