March 13, 2015

Forward Into the Past with Billy Brooks

VFX ninja Billy Brooks on the set of Space Station 76
A few weeks ago, I was talking on Twitter with my friend @redtache about a movie he had picked up, called Space Station 76. I had bought the movie after reading about it at (I think), but just had not gotten around to watching it yet. @redtache didn't care for it, but he thought the visuals were really impressive.

Much to our surprise, our conversation was joined by the film's VFX supervisor and executive producer, Billy Brooks. He was very friendly and more than willing to talk to us about the film, and was genuinely interested to hear from average viewers like us. He was also happy to answer any questions that we had about his work, no matter how geeky. (In fact, he's still feeding me information as I type this.)

After the conversation, I sat right down to watch Space Station 76. And while I felt @redtache had been a little harsh in his assessment of the movie, I also understood why some people might think the plot was lacking.

You see, this is not your standard "people-forging-the-galaxy-against-the-odds" sort of science fiction movie. Instead, it is more of a "slice-of-life" story that revolved round a small group of people living and working on a space station. There is humor, but it's not broad, wacky humor like you would expect to see in the average flick at the local theater. Instead, it is a dark humor, and even then, there is a certain kind of sadness in the way the characters react to it.

To add to the uniqueness of the film, it was given the look of the space-based movies and television shows of the 1970's, such as Logan's Run, Space: 1999 and Silent Running.

The ensemble cast is amazing. Liv Tyler, Patrick Wilson, Matt Bomer, Marisa Coughlan, Jerry O'Connell and Kali Rocha all portray real people with real flaws with such talent, you almost forget you are watching a movie. I was especially impressed with Kylie Rogers, who plays Sunshine, the daughter of Ted (Bomer) and Misty (Coughlin). She's a talented young actress who will certainly be one to watch in the future. There's even a cameo from Kier Dullea (David Bowman in 2001: A Space Odyssey) as Liv Tyler's father!

After watching the film, I decided to ask Billy if he would he interested in doing an e-mail interview with me, and he was kind enough to agree. And now, I present that interview for your reading pleasure.


Derek: First up, what was it that inspired you to work in VFX? Was there a particular movie, video game, or something else that made you think "I have got to do that"?

Billy: Two words: Star. Wars.

Yes…I’m old enough to have seen Star Wars in the theater as a kid and apparently told my mother “That’s what I want to do when I grow up.” I saw it 14 times in the theater and have been obsessed to this very moment. As I type this, my R2-D2 toys are on the desk in front of me.

Derek: I saw it at a drive-in by my house when it first came out. I was deeply affected by it, as well. It got me interested in seeing how those effects were done, and it made me want to do it. However, I lack any abilities in the model building or CG areas. At best, I can assemble a pretty mean LEGO spaceship.

Billy: (Derek's note: This is a link to The LEGO Movie 2.)

Derek: Have you always worked in the digital realm? Or did you start working with practical effects before moving to CG?

Billy: I actually did start with practical models when I was making movies in college. (1989 or so.) I’ve always been a fan of practical models but I just super suck at making them. That glue gets everywhere, no matter what I do. Sad face. Now that I’m a Visual Effects Supervisor, I try to incorporate practical elements with digital as often as I can. For instance, I needed angel wings in a current project, and I had them fabricated instead of doing them digitally. It’s really just what works well for the effect.

Derek: Sometimes you just can't replace the real thing. Are there any photos of those models you were making back in college?

Billy: Attaching to this email. I haven't shown these pictures to anyone since 1992. Note the similarity to the ships in SS76. :)

Derek: You have quite an impressive resume, and as much as I'd like to gush over big titles you've worked on (and I probably will at some point), such as E.T., the first two Star Wars prequels (as well as the Special Edition of The Empire Strikes Back) and the first two Men In Black movies, I have to ask about your credit in, among others, Big Trouble, which starred Tim Allen. What is a "rebel unit" and what were you responsible for?

Billy: The Rebel Unit was sorta a team of VFX ninjas that were trained in multiple disciplines. There was the main computer graphics department, 99% of the artists at ILM at the time, but the Rebel Unit had at most 15 artists. The main CG department artists would specialize in only animation, only texturing, only digital modeling, etc…we were generalists and could do all of those things. Generalists are great for smaller movies that don’t have hundreds of shots. If you have someone who knows HOW they are going to model, texture, animate, composite the entire shot, they can be very efficient on how they spend their time. Maybe you won’t see THAT side of the space ship, so I’m not going to texture it and use my time more efficiently. That kind of thing. The name Rebel Unit came from Star Wars, natch.

Derek: How does one go about getting put on the crew for a film? Are teams usually put together by the production or the studio? Or are they assigned through the effects company itself, say, in the case of working at ILM or ImageWorks?

Billy: These days, most artists are contracted only for the length of a single movie. So say ILM gets a movie they need to crew up. They will recruit artists to come in and fill the roles needed for that movie. When the movie is done, they may get extended onto other movies if there is work. If not, they are let go and are contracted again when there is work. VFX artists are like nomads nowadays. They might work at ILM in San Francisco, then move to New Zealand to work at Weta, then maybe to London to work at a VFX studio located there. It’s kinda crazy. I’ve been lucky enough to have only traveled to San Francisco to work at ILM last year to help them finish up Transformers 4. I’m based in Los Angeles, so I want to stay in L.A.

Derek: VFX gypsies! What did you work on for Transformers 4?

Billy: I was a digital lighting artist. I took the animated, textured models of Bumblebee with the big flying two headed chicken thing and lit them to blend into the footage they shot on set.

Derek: Okay, let's talk about Space Station 76. I really liked it. One of the things that intrigued me about this film is that, although it's set in space, it really doesn't feel very much like a sci-fi movie. It's more of, in my opinion, a sort of character study that just happens to take place on a space station. How did you get involved with it?

Billy: That's it exactly! This movie could have almost taken place in any environment in the 70's. That's one of the things I love about it. The biggest draw for me at the beginning was the idea of paying tribute to my favorite pre-Star Wars sci-fi movies. Jack Plotnick, the director was a new friend who I invited over to DreamWorks Animation for lunch. We were just chatting about movies and he told me about this movie called Space Station 76 that he was directing. This was way before most other people had joined the crew. No cast, no production designer, no costumes yet...just Jack and the two producers, Ed Parks and Rachel Ward. We all met up for drinks one night after that lunch and brainstormed on how we would make this movie. They were originally thinking of miniature space ships and that was my first contribution to the movie. I told them they couldn't afford miniatures and I'd do the CG space ships in a way that would make them look like miniatures from 70's sci-fi. I did a quick test of the Aries ship from 2001 slowly passing by camera. They loved the look and I was brought on board. Pun intended.

Derek: Adam Savage talked on his As Yet Unnamed podcast about how model making is a dying art because CG effects have become so much less expensive and less time consuming. That pushes up the cost of physical models because there are fewer and fewer people who can do it well. (Darwin at work; only the strong survive.) Is this that "failing upward" thing that I've heard happens in Hollywood?

Billy: Well, it's not just the lack of talented practical model makers. It's the lack of people who can film these models with the big motion control cameras that use to be so popular. They are hard to find these days and if you can find them, they are very expensive to use. Also, name dropping here…Adam is a friend of mine and one of my favorite people. We only get to see each other at comic-con these days. He's awesome!

Derek: You were an on-set supervisor, among other duties on the film. Did you get to work much with the cast? And what were your impressions of them?

Billy: I really got to be a filmmaker again with this movie. My role grew way beyond VFX and I loved that! The week at Skywalker Sound when we did the sound mix was one of the most amazing experiences of my life. I actually did work with the cast quite a bit. They were all amazingly kind and wonderful. I was star struck at first and I will admit that. But I reminded myself that I'm just as good at my job as they are at theirs. So chill the hell out, Billy! That realization was never more evident than the 5 hours I spent on the floor next to Matt Bomer as he "welded" the tanks in the tank storage scenes. The scene required interactive light from the non-operational welding torch. The gaffer forgot to get me a flashing light so I grabbed a very high powered flashlight from my car and laid at Matt's feet mimicking the flicking light of the sparks I would add later. He was super nice and very, very funny. We traded jabs back and forth and it was a blast. Those scenes worked beautifully but they were cut from the final film. Sigh. Liv Tyler was so cool! I worked with her on the target practice scene where we jokes about us both being obsessed on details. I told her she and I would get along VERY well. (OCD Billy here.)

Liv Tyler, Billy Brooks and Jack Plotnick on the set of
Space Station 76
Derek: She seems like a very sweet, very down-to-earth person.

The "rogue asteroid" subplot felt almost like an afterthought to me. Was that originally in the script?

Billy: Definitely part of the script. It represented Jessica's arrival at the station that set off a chain reaction of conflict and threat, eventually leading to people realizing what is really important in their lives. I named that asteroid Logan and its journey through the film as...wait for it...Logan's Run. Thank you, I'll be here all week!

Derek: You've told me that you felt Sony dropped the ball on the trailer, trying to market it as "Anchorman in Space", which it is clearly not. What do you think the problem was, as far as them trying to decide how to sell it?

Billy: This is all new territory for me but I definitely had opinions about publicity. And these are Billy's own musings... I'm not speaking for the other crew members. I know this movie is unique and I can see it being difficult to sell in a trailer, but I think the Sony trailer dumbed the movie down and set people up for either a pleasant surprise or a supersonic jet ride straight to IMDb to hate on it. Fun fact: people can be mean as shit on the internets. Sony made odd choices. For example, the voice over in our version of the trailer was actually Dr. Bot. They replaced him with a generic female voice. I didn't understand that at all. And disco music? That's such a cliche. Note there was no disco music in the film but mostly rock songs.

Derek: Mean people on the internet? That's crazy talk! But it seems that they were more confused than mean, which is understandable, considering what they were told to expect by the trailer, as opposed to what the movie actually was. Still, it has a respectable 67% on Rotten Tomatoes. And gave it 3 out of 4 stars. That's not too shabby.

Billy: Yes! Jack and I were watching Rotten Tomatoes every few hours when the film was released. I've never been so invested in a movie before so seeing it climb from REALLY low at first to 67% was a trip.

Derek: I really liked the soundtrack. It's appropriate for the implied time period of the film, and it reminded me of the Guardians of the Galaxy soundtrack.

Billy: Ha! I agree! They could afford some of the songs we could not. We actually had the opening song in Guardians (when Peter is a kid listening to his Walkman in the hospital) in our temp score at one point. Music can be VERY, VERY expensive but I can appreciate why. It's just us micro budget filmmakers don't have the scratch for the pricey music. Luckily, Todd Rundgren is related to Liv Tyler (did you know that? I didn't). That cut through some red tape for us.

Derek: The look of the film is great, and it really does have the feel of the space movies from the 70's, from the clothes to the sets to the furniture...even the ships and robots. What sort of sources did you use in your work for reference?

Space Station Omega 76
Billy: Finally, my life long obsession with 70's sci-fi paid off! I was the primary genre guru on this movie. Jack was right there with me but I showed him stuff he'd forgotten or had missed as a kid. For instance, I knew what the ships from Space Academy were called (Seekers) and brought them up as inspiration for the shipping pods. Jack already had ideas of most of them references like Space:1999, Logan's Run, Silent Running, 2001, etc... I brought the more obscure references to the table like Jason of Star Command, Space Academy, Ark II and others. I also was adamant that we didn't get the genre wrong. I went to the mat for the font for the opening credits because if you got the little details wrong, everything would suffer. I also put Easter Eggs here and there throughout the movie.

Derek: Care to share some of them?

Billy: Oh yes! You'll find the number 91399 here and there…like on Jessica's shuttle door as it passes close to camera in the opening credits. This is the breakaway date in Space:1999. In the target practice scene, the high scores are names of some of the VFX team. Also, there is a monolith in one of the last shots of the target practice graphics. Koenig Shipping (as seen on the moving pod that passes by towards the station) is of course a reference to John Koenig of Moonbase Alpha. I had Dewy from Silent Running ready to put on the outside of the station but ran out of time. He's in our Holiday Trailer though.

Derek: Okay...Time for me to go all fanboy. You worked on three different Star Wars movies -- The Empire Strikes Back (Special Edition), The Phantom Menace, and Attack of the Clones. What sort of things did you work on for those?

Billy: SQUEEE!!!! I'm a fanboy too and the prime example of my Star Wars experience was when I got to be R2-D2 for a year while working on EPII. I'm the guy who made him fly and walk up stairs. All the digital R2 shots in that movie were done by me. I designed his leg rockets and they're even named after me in Star Wars reference books. I was so truly grateful for that opportunity and as a fanboy, I fought hard to keep the digital R2 faithful to the real R2. I always consulted Don Bies, who operated the practical droid to make sure I was doing it right.

#49: NOT a tribute to Mel Brooks.
Derek: A lot of people wondered why, if he could fly in the prequels, he didn't do it in the original trilogy. Care to respond? Was it a part of his contract? After seeing Beneath The Dome, he seems like he might have been something of a diva.

Billy: I made R2 fat in some of those shots in Beneath The Dome. Nobody ever told me why he lost the ability to fly but let's start rumors of a DUI conviction.

Derek: Did you get to play with any of the nifty toys from the Lucasfilm archives?

Billy: I never got to go to the archives, but I did have the real R2-D2 at my desk for a month as I modeled and textured my digital copy. That was kinda cool. I also walked though the model shop frequently as several of my friends were practical model makers. I saw the real Star Destroyer model, the real interrogation droid from Jabba's palace, Luke's light saber, and countless other things there.

Derek: My knees are wobbly just thinking about it. I met an R2 unit a couple years ago. He was doing an in-store here for our summer festival thingy. I don't know who built him, but he was fully loaded.

I was accosted by this little guy a few years ago.
Billy: See DUI comment above.

Derek: You've worked for some of my all-time favorite directors/producers -- Spielberg, Lucas, Sonnenfeld, Tim Burton, etc. Did you get interact with any of them?

Billy: I only interacted with George and Steven. George would review my R2-D2 work with me. He's such a nice guy. Kinda shy, be very nice and highly technical. And I met Steven when I worked at Electronic Arts. His son Max worked there with us so Steven was there from time to time. Both Max and his dad were SUPER nice and down to earth. Just great people.

Derek: I imagine it must have been pretty thrilling being able to work directly with the guy whose work got you into the line of work you chose.

Billy: There was nothing like it, man. I copied the rocking back and forth motion R2 did in the original trilogy when I needed him to walk up stairs in EPII. I called that the 'Kenny Baker Shuffle'. In one of my reviews with George, I said "…and I put in the Kenny Baker Shuffle as he's nearing the stairs." George replied "I love the Kenny Baker Shuffle." SQUEEE!!! I got him to repeat a phrase I coined. Nerdvana.

Derek: Aside from Space Station 76, which you are obviously passionate about, what would you say has been your favorite project to work on so far?

Billy: That would be Galaxy Quest. That movie got so many things right and it still holds up today. It was so much fun working on it.

Derek: It's a favorite over here at Here Be Spoilers. Although I'm the only hardcore Trekker of the group, we all absolutely love it. I read recently that there was talk of a sequel (again). What do you think the chances are of it happening?

Billy: I doubt it'll happen. Or at least I HOPE it won't happen. That's a one off story that works as it is. IMO.

Derek: What is your "dream project"?

Billy: It's already happened. (SS76) Yay! So maybe the next one could be a TV series?

Derek: Have you ever thought that maybe you wanted to direct a movie?

Billy: Yep. I directed several movies in college and could see myself doing it again. SS76 awakened a dormant filmmaker.

Derek: Were any of those college movies released into the wild?

Billy: Nope. Had we had more control over the DVD production, Jack was going to let me put the sci-fi short I did in college as an extra feature. The ships from the attached pictures are from that short.

Derek: What sort of projects are you working on currently?

Billy: I'm working on a few things. I'm finishing up a Christmas movie that will be released at the end of the year. I'm also helping Starburns Industries finish up a Charlie Kaufman stop motion animated movie called Anomalisa. Then I'm working at Otoy, where we're developing holographic video and VR technology. THAT is the future and will blow your mind when you see it. It's the biggest thing people are talking about in Hollywood currently. 360 degree films and virtual reality experiences. Otoy, is one of the leaders in this field. I love it!

Derek: And now, because this is mostly a humor website, I have a lightning round of silly questions for you. All I ask is that you answer them with as little thought as possible. (Much the same way they were chosen.) And here we go...

1. On a scale of 1-to-10, how would you rate 6?

Billy: Fuck 6. It knows why.

Derek: 2. If you were trapped on a desert island with only one book, one movie and one record, what do you think you did to cause that to happen?

Billy: What is a book?

Derek: 3. Yes or no?

Billy: Definitely yes.

Derek: 4. If you could have dinner with any historical figure, living or dead, what would you order?

Billy: Diet water. Time travel makes me fat and gassy.

Derek: 5. As you have worked on at least two of his movies whose source material come directly from my early teen years (Transformers 4 and Teenage Mutant Ninja Turtles), how long before we can expect a Jem and the Holograms movie from Michael Bay featuring lots of explosions and possibly Shia LaBeouf as Jem?

Billy: It is the End of Days... (Derek's note: This is a link to the upcoming live action Jem and the Holograms movie, which is not, thankfully, directed by Michael Bay.)

Derek: There. Is. No. God.


I want to thank Billy Brooks for taking the time to answer these questions, as well as all the other goofy ones I asked outside of the interview. Check out his website for information about past movies he's worked on, as well as video games and some of his music. Just go to Also, check out the Space Station 76 website, and, what the heck, why not go ahead and watch the movie? It's available on DVD and Digital HD!