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Many shots in the sequence had the illusion of the camera travelling parallel to the tube requiring both foreground and background elements to be composited. These elements were actually shot in a New York subway in order to obtain an authentic look to the set. Electrical sparks and flares were also added in post to give an extra feeling of menace to the scenes. The train car that Jeff chomps his way through was shot on a blue-screen stage with a hydraulics device that joggled the train car around physically. Digital reconstruction of the train was required in some areas to mask out parts of the rig that jolted the train car, and all parts of the train that Jeff actually ingests is digital.

On a light note, Animation Director Tom Bertino says, “We actually came up with excellent footage of a giant elephant seal hurling itself against a Volkswagen on a pier. For every action, there is an equal and opposite reaction and the seal would have reverberating flesh as it hit the VW.” This idea of having flesh reacting physically was also used in animation of Jeff the Worm where his flesh reacts to movements and also physical elements. In fact, a cartoon-like gag where the shape of the train car distends the contours of Jeff the Worm was used. In this gag, the audience would see the rectangular corners of the car as Jeff stretched himself around it, finally crushing down as the intergalactic worm digests the train car.

Serleena
The antagonist in MiB 2, Serleena, is a shape-shifting alien who has taken on a seductive human form played by actress Lara Flynn Boyle. One of the key characteristics of the voluptuous villain is her tentacles which ensnare victims and cause much physical damage. The original concept had these tentacles to appear like roots – however, it was decided to treat them like eels (complete with mini snapper heads) that each had a deliberate purpose of its own. Having each tentacle’s movement appear premeditated rather than random gave an added sense of menace.

These tentacles were modeled, animated in 3D and composited with live plates in post. Some of the shots required many sets of tentacles simultaneously grabbing people and physically harming them. One such sequence has Serleena infiltrating the MiB headquarters and unleashing mayhem with uncountable tendrils grabbing MiB agents and throwing them around.

Image: No ordinary inch-worm, Jeff almost devours a NY subway train with his ferocious appetite. In this shot, we see Jeff's fearsome digestive system, courtesy of ILM.

The original sequence had background plates with stunt doubles acting like they were getting caught or hurled around – however, these were unusable as they looked fake. ILM animators ended up actually producing digital doubles (fully articulated 3D characters) and animating the full extent of the physical pandemonium.

The use of digital doubles proved to be extremely successful for shots requiring much physical movement that was too dangerous or impossible for human actors/stunt doubles. “We actually had Will Smith’s stunt double up at ILM for a golden day,” reflects Bertino. “We hitched him to a rig, threw him around the motion capture set and were able to obtain extremely useful data. There’s no way that you can fake real, physical danger – there is an extra element of desperation when you put someone through the physical stress.”

Jarra
On Agent J’s way to rescue his love interest Laura Vasquez, played by Rosario Dawson, he encounters the renowned intergalactic villain Jarra. What is special about Jarra is that he levitates on a mini-UFO, and more interestingly, has a swarm of mini “Jarrettes” – smaller versions of himself that fly around Agent J and attack him from the air. For ILM, the task of animating Jarra turned out to be more arduous than initially thought. Some of the shots involved Jarra talking while he flew around. For the speech, actor John Alexander’s face was filmed using a locked down camera. While Jarra’s body and spacecraft was to be 3D, the head/face proved to be a challenge as the filmmakers wanted to capture the subtle nuances of the actor’s facial performance but very specifically did not want to composite the face onto the plate as the differences in lighting condition would give the effect away, and overall it would look cheesy.

Image: Jarra is one of Agent J's unique adversaries. While all of Jarra and the "Jarrettes" are 3D animated, Jarra's face was projected onto the 3D model as an animated texture to retain the actor's facial performance.

The solution was something that ILM had never done before. Taking a cyberscan of the actor’s face, animators matched a 3D animation of the actor’s face, and had the live action footage projected onto the face as a texture map. This technique was advantageous as it allowed for bold camera moves around Jarra, while retaining the subtle movements and expressions from the actor’s performance. Because the character’s head/face was in true 3D, lighting conditions were accurate for any given moment, making for a convincing effect. In contrast, the Jarrettes were completely 3D animated with no live elements.

The Worm Guys
For many animators at ILM, the most coveted shots to work on involved the Worm Guys – four obnoxious alien refugees living a life of revelry, who are entrusted by Agent J to look after Laura Vasquez and treat her to a game of Twister. While some of the Worm Guy shots employed the use of animatronic practicals, many required fully articulated 3D characters to be modeled and animated.

“Everyone was keen to work on the Worm Guys because they had a lascivious, anti-social and colorful attitude to them,” beams Bertino. “The crew really came across with nice, supple performances which seemed to fit their personality.”

The freedom that was given to animators was a radical departure from the first MiB. While in the past, CGI characters were treated from a very technical approach on set, Director Barry Sonnenfeld’s approach in this second instalment was to treat the characters like real actors – concentrating on the mood, attitude and general performance of the digital characters instead of the placement and rate of movement. For ILM animators, this was a new direction which took some getting used to but made way for more delectable animation.

Image: Industrial Light & Magic Animation Director for MiB II, Tom Bertino was at the helm of the 3D visuals for the film.

“Barry was directing much less from the technical and more from the feeling that he wanted to achieve. He wasn’t relating to the characters as animation anymore, they were just other actors. That was a new and wonderful way to take direction – it felt liberating.” [3DF|CGN]

Discuss the VFX of Men in Black II on CG Talk - Digital Effects Professionals

Links
Industrial Light & Magic
ILM Portrait of Tom Bertino (Quicktime movie)

Words: Leonard Teo
Images: Industrial Light & Magic

Special thanks to Tom Bertino. Industrial Light & Magic, Suzy Starke and Lori Petrini of Lucasfilm.