Watchmen is a show full of detail, mystery, and, of course, some serious WTF moments. After all, this is a superhero show took everyone by surprise by starting its pilot episode with a recreation of the Tulsa Race Massacre of 1921. But nothing could prepare us for the grotesque reveal of where Adrian Veidt’s assistants come from. We had to learn about the origins of this sequence.

Spoilers lie ahead, obviously.

In this week’s episode, “If You Don’t Like My Story, Write Your Own,” we see Ozymandias take a rowboat down to a lake in the middle of the night – as you do, I suppose – where he literally fishes for a group (school?) of what certainly look like fetuses. Logically, he then takes the babies down to a room where he places them in a boiler-looking thing and waits a few seconds before the babies become full-grown adults.

It’s a terrifying and disturbing scene, and some of the chief creatives on the show told us how it was made.

In the beginning…

The scene was actually shot in two parts by two different teams. One was in Atlanta, where the lake scene was shot, and another was in Wales, where they built the room where the babies grow. Of course, it all began with the script.

“Everything’s in the script,” production designer Kristian Milstead told /Film. “Damon [Lindelof, show’s creator] works very precisely in terms of the written word, so you get a script and they’re very detailed and it describes how the babies come out of the water, that there’s strings to these nets, everything.”

Visual effects supervisor Erik Henry agrees that the script gave them the proper creepy foundation. “There was something to it that was sort of alien, or not of this world,” Henry told us. “so I felt like, okay, we’ll have a little fun with it.”

When it came to the eerie look of the lake, Milstead told us there was one specific look and one very big change that made it all possible. “At an earlier point, it was a daytime scene,” Milstead said:

“Then we decided that it’d be much more atmospheric if it was set at night, giving it a slight Gothic horror feel to it. It think it was Andrij [Parekh] the director’s idea to have the lights covering the lake. We spoke about how they could be guiding lights, like [Ozymandias] knows that the whole lake is full of babies, sort of like an eel farm. So, you would have traps covering the whole lake and then he would know these guys are not ready to harvest, so to speak. Originally, there was just a couple of lights and then Andrij said let us have many, many lights on the lake, some practical and many more made with CGI.”

Is That Where Babies Come From?

When it came to the actual babies…well, someone had to build them. “We needed at least one or two real babies that could be in Jeremy’s [Irons] hands, so that when he places them in the machine it’s not all visual effects.” said executive producer Nicole Kassell.

“I think we wanted them to look somewhere in-between a fetus and a newborn,” Kristian Milstead told us. “We discussed how early in the development of the fetus we wanted it, like whether it was after 28 or 32 weeks, and then we elongated them because otherwise they’d be very small.”

The result is certainly disturbing and everyone involved knew there was a line that they could not cross. “We didn’t want them to be too scary,” said production designer for the Wales team, David Lee. “Otherwise we run the risk of turning off the audience. We aimed for horrible, just not too horrific.”

Indeed, Milstead also shared that same sentiment, and said that the trick was finding a balance between realism and fantasy. “If we created exact copies of unborn fetuses, you can get into a territory where it just becomes kind of too horrific.” Milstead said. “We decided after drawing a few of them up and looking at them in a human adult’s hand to go bigger. Physically, they were the size of a newborn baby, but skinny and kind of emaciated. It looks amazing, but also slightly horrific.”

The babies were a combination of sculpted silicon models and CGI animation. “We would shoot when [Jeremy Irons] handles the babies and throws them back in the lake, that’s all we have,” Milstead said. “They’d be created soft, but still with joints and near-limbs in them.”

Visual effects supervisor Erik Henry and his team would take the practical model and use CGI to add movement: “We took the shots of Mr. Irons with the model babies that had the approximate weight, and then replaced the model with a complete CGI baby in order to make it emote.”

They Grow Up So Fast

After Ozymandias chooses the best and most ripe babies, he takes them to a room with a strange machine. He places the babies in that machine and, by the time he’s done listening to a record, the babies are done growing, having turned into good old Mr. Phillips and Ms. Crookshanks. This scene was designed by the Wales team production designer, David Lee. “Damon [Lindelof] wanted the scenes in Wales to have the look of an old Merchant Ivory film, like something taken out of the British museum,” Lee explained. “While the lake had a sort of Lovecraftian look, this is sort of a steampunk scene.”

Nicole Kassell also compares the designs of the room and the incubator machine to steampunk:

“The one guiding principle for everything you see in the Jeremy Irons world is that everything he uses has to be made from that property. That’s why it looks sort of steampunk. Everything has a handmade, odd, eclectic kind of style to it. We didn’t want it to be too gimmicky, it is meant to look practical. I loved the idea of it being like a rotisserie for chickens.”

David Lee said the design went through many changes:

“Originally, it was meant to be horizontal, with pipes coming out of it, like a rotisserie mixed with an egg incubator. It was later that we decided to make it vertical, and make it look like an old boiler that [Ozymandias] was able to build using things found in the estate. Damon actually gave us one final note. He wanted it to have more of an egg-shape, since that’s a recurring image in the show.”

What makes that scene truly horrifying are the screams from the babies as they grow, as well as their off-putting movements. “I have three children of my own so I tried to put things into the show to achieve that realism,” Henry explained:

“When Mr. Irons puts the babies inside the incubator and he slams the door, I just thought of what my infant child might do if you slam the door like that. They kind of do a little bit of a jump, so I had the animators add some of that in. Another important beat for me was when the lights turned on, I had the animators give me something approximating the sort of movement where you put your hands up and close your eyes to protect you from the bright lights. To me, those are things I’ve seen my kids do, so it was a nice little touch.”

As the machine begins to work and the babies start rotating and growing painfully, what we see is presented in what looks to be a single take. “The goal was to make it feel like one fluid shot to show the passage of real time,” Kassell told us. “To show how fast those babies grow into fully cooked humans. If you do it in a number of cuts, then it can make it feel like a greater passage of time.”

According to David Lee, they ended up hiding a couple of cuts in editing, but it was shot on set as a single take. “Then we also had the symbolism of the birth, with the cake, and the crying just as the babies become adults,” he said.

What gives the scene that perfect final touch is the horrific sound of the babies screaming in the background. Nicole Kassell told us that was very much in the script: “It showed us that they’re growing faster than they ought to. It makes me think of An American Werewolf in London, you know, the scene where he transforms, and it just looks very painful.”

Mission accomplished.