For the latest incarnation of the Rudyard Kipling tale, the 'Iron Man' director breaks new ground in a $175 million film that creates believable animals that talk with the voices of Bill Murray and Christopher Walken.

Talking animals have been a staple of Disney movies going all the way back to 1941’s Dumbo and 1942’s Bambi, but when director Jon Favreau sat down to figure out how to film the studio’s ambitious new version of The Jungle Book, opening today, he knew he had a potential problem on his hands. Back in 1967, Disney turned Rudyard Kipling’s 1894 stories about a boy who is raised by wolves in the jungles of India into an animated movie, complete with toe-tapping tunes like “The Bare Necessities." But for the remake, the studio wanted to go the live-action route, as it has with other animated films-turned-live-action spectaculars like last year’s Cinderella. The new film would not employ actual animals, relying instead on computer-generated critters — which has already earned it an approving shout-out from PETA. And it would use the “virtual production” techniques that made Avatar and Gravity possible, but take them even further. The intent this time around was to make a Jungle Book movie, at cost of $175 million, that is as photo-real as possible — even if its menagerie and the jungle itself was born of CG — with a real, live boy at its center: Neel Sethi, a 12-year-old, New York City-born Indian-American, playing Mowgli.

The problem, the director feared, was that when all those fantastic beasts Mowgli encounters open their traps and start chattering away, it would be a make-or-break moment. “We were pretty confident about the animals and rendering and lighting. But the talking — if that broke, the whole movie would fall apart,” admits Favreau, who, having directed the first two Iron Man movies, knows a thing or two about how to convincingly sell fantasy elements to moviegoers.

Favreau, left, coaches Sethi, the young actor who plays Mowgli, on the movie's blue-screen set. (Courtesy of Walt Disney Pictures)

As he pondered the problem, Favreau realized that Walt Disney himself had wrestled with similar questions in his day. “I looked back to not just The Jungle Book, but the big five Disney animated movies,” Favreau explains. “In the transition from Snow White to Bambi, Walt Disney was concerned with the performance of the animals — not making them too cartoony — and making Bambi feel more photo-real. But he also spoke of the challenges of having the animals talk. They choose to frame it in a way where in the adult animals, they don’t show the mouths that much. So we also were very careful with how we framed certain animals. For instance, if you were dealing with one of the wolves, it was better to have the camera a little bit higher so that the snout blocked the mouth.”

Favreau and his team also took cues from more recent live-action movies with talking animals, such as Babe, in order to avoid straying into the so-called uncanny valley, where artificially created characters start to look just eerily lifelike enough to make the audience queasy. It would be important not to manipulate the animals’ behavior too much, Favreau decided. “In a film like Babe, the animals are practical, but they made their mouths move digitally. So you weren’t asking too much of the audience to believe it was a real pig,” he explains. “But if you start to give animals anthropomorphic behavior, your brain starts to reject what it’s seeing because the animal isn’t behaving in the way it normally does. We took a page out of [Babe director] George Miller’s book and confined the behavior to that which that species would have in nature.”

In creating 70 different species of animals, the filmmakers did take some liberties, though. Because the movie’s world is seen through the eyes of the young Mowgli, they decided to make some of the jungle denizens 150 percent larger than in real life. “Jon wanted this feeling of what it’s like to be a child in a big world,” says VFX supervisor Adam Valdez of the movie’s lead visual effects house MPC. In the case of the tiger Shere Khan, voiced by Idris Elba, he says, “We also wanted him to be a bit of a character, not just a tiger but something more primal and mystical. He’s also a bit leaner, so that when he walks in front of the camera, you see his power, his muscles.”

To do that, MPC developed a new muscle system. “We’ve always done some simulation of muscle and skin,” Valdez says. “But the physics that are used to simulate how muscle moves have traditionally been quite jelly-like. This system looks at how muscle behaves when it's tense, compared with when it's loose, as well as how muscles interact with one another.” MPC used an existing in-house tool for creating fur, but the work was painstakingly detailed. “A lot of our characters transition from sleek hair along the body to fluffy hair. We also did new work on how to simulate the movement of hair in wind, water or just how it’s affected by gravity,” Valdez says.

But while the new film aimed for realism, Favreau, who grew up a fan of Disney’s earlier Jungle Book, also was keenly aware of that movie’s place in animation history. “You still had the legacy of Disney’s Nine Old Men [the veteran animators who worked on Snow White], and it was the last film that Walt Disney participated in. And even though it wasn’t the film with the most polish, you see moments of emotional resonance in The Jungle Book that are part of the Disney legacy,” he says. “And you also have the Sherman Brothers’ music.’ While Walt deviated from the Kipling stories, since he was creating a G-rated animated musical, and Favreau was going in a somewhat different direction with his PG-rated movie, the director acknowledges his debt to the ’67 movie, saying, “I remember those key visuals and certain musical moments. Those were the aspects that I felt we had to incorporate to stay true to the Disney legacy."

In the case of the animated version’s music, "We either incorporated it in the score or in some cases, we have singing,” Favreau says. “I had to decide how many songs you can have in a movie before it becomes a musical and changes the tone completely. We went from G-rated musical to a PG-rated adventure movie that was skewed to all ages.” So, in the new version, Baloo the bear, voiced by Bill Murray, still sings “The Bare Necessities.” But instead of being a song-and-dance routine, the tune is sung as Baloo, with Mowgli sitting on his chest, floats down a lazy river. “We had a difficult time presenting that because bears don’t float that much. We wanted to create an emotional connection and sense of nostalgia, but one that doesn’t break the photorealism,” Favreau comments.

His VFX team studied polar bear behavior for inspiration. Then, the scene was filmed with Sethi’s Mowgli in a water tank, singing along to a recorded track Murray provided. “I was in the pool a lot of hours on that day,” Favreau laughs. “I was in there singing with him, and providing an eye-line and splashing him and squirting him with a water hose. We had a lot of fun, and you can see it in Neel’s performance.” And since the bear’s fur was going in and out of the water, when it came time to animate Baloo, Valdez explains, “We simulated the water, and then the hair afterward, so when it’s underwater it’s moving in a seaweed-like way, and when it’s above water, it clings to itself and lays flat.” Rob Legato, the film’s overall VFX supervisor, considered Baloo the toughest character to get right, because “a friendly bear, you just don’t see that. He very quickly doesn’t become photo-real, unless he’s ferocious like in The Revenant.”

Above, Sethi is filmed singing "The Bare Necessities" in a water tank. Below, The completed scene in 'The Jungle Book' (Courtesy of Walt Disney Pictures)

Another scene that required a rethink was Mowgli’s encounter with King Louie, voiced by Christopher Walken. “That was an addition that Disney stuck in the 1967 version,” says Favreau. “There really weren’t orangutans in the Indian jungle, and we wanted to stay a little more accurate because we were putting so much effort into the photorealism.” His art department found a solution in a creature called a Gigantopithecus, an extinct ape “believed to have lived tens of thousands of years ago in the Indian jungle. So we treated him like the last of his species. And then with [VFX house] Weta [Digital] and Christopher Walken, it was our way to reinvent the sequence. We created this looming figure that was trying to extract the secret of fire from Mowgli. And also this gave Mowgli the idea that if he had fire, he could have power over Shere Khan, whether it was good or bad. So there was a Lord of the Rings aspect to that; the fire was almost like the ring in that was going to give someone ultimate power, but corrupt them as well as create destruction."

In order for Mowgli to share the screen with Baloo, Shere Khan and all the rest — including Scarlett Johansson’s snake Kaa, Ben Kingsley’s panther Bagheera, Lupita Nyong’o’s mother wolf Raksha and the late Garry Shandling’s porcupine Ikki — Favreau used the advanced “virtual production” techniques also employed by James Cameron on Avatar and Alfonso Cuaron on Gravity. The movie was shot on blue-screen stages at L.A. Center Studios, but the only live-action element in the movie is Mowgli and whatever small piece of set Sethi stood or climbed on. The rest is a rich photo-real CG jungle brought to life by the VFX and imaged by an art department led by production designer Christopher Glass. And, in the action sequences, the viewer is running or swinging alongside Mowgli thanks to cinematographer Bill Pope’s kinetic camera.

The technical processes involved were cutting edge, but the decision to make the movie in a virtual production environment was both a creative and practical one. Says Legato, “Photographing a kid in the jungle and on a limited scheduled is very difficult. A live-action shoot would be difficult, it wouldn’t look as good and It probably would be more expensive. With blue-screen, you are well on your way. Also you get to play a little, and if you miss a shot, you can easily go back. And the production design was definitely a part of the decision.”

Sethi is filmed running up a hill on the movie's blue-screen set. (Courtesy of Walt Disney Pictures)

The production team took many of their cues for the work processes found in the animation world. “We wanted to begin the process as if we were an animated film, doing all of the things that Pixar or Disney animation would do in preproduction [such as working with a story department, designing the characters and environments],” Favreau says. "Then when we got to the point where an animated film would go to layout, we took a left turn and treated it as if it were a motion-capture film,” filming the motion-capture shots with actors in mocap suits standing in for the various animals. “We had computer-generated backgrounds, and I was directing as if we were on a set,” says Favreau. “We collaborated with a full crew, and figured out the shots in a volume [stage space] as they did on movies like Avatar.” Those shots were then delivered to editor Mark Livolsi, who started the edit. (Voice performances had already been recorded by the sound department.) With the shots mapped out, they were filmed on the bluescreen set.

The process was nonlinear from the start, and the level of collaborative required was extensive. “We had VFX counterparts working alongside the production designer and the director of photography, to effectively act in similar roles as you might see in live-action production,” Valdez says. “For instance, Audrey Ferrara, our environment supervisor, was working with production designer Chris Glass, building digital sets; and Michael Hipp, our lighting lead, was working with Bill Pope to do pre-lighting in the computer before we shot. It was prepro, production and post all at the same time.”

While Legato, a two-time VFX Oscar winner whose credits include Avatar and Hugo, calls The Jungle Book “the most technically challenging film I have ever worked on, from every aspect,” he adds, “It’s not terribly different than it was in terms of the mechanics from Avatar, but the computers are faster and better. We did some extra things on how you could touch the animals; Neel could ride on [an on-set device] and it would move the way an animal’s muscles would move. The idea was to make this more live action-oriented than any other predecessor — be totally photo-real so it feels like you take the journey in a traditional way."

Pope shot the film in 3D, using two Arri Alexa cameras on a Cameron Pace 3D rig. And according to Legato (who also served as the second unit director and DP), the goal was to make it look as if everything in the film, even what was created in the computer, look as if it had actually been photographed on jungle locations. “We didn’t go for crazy-beautiful skies in every shot and pristine everything. We wanted it to feel like we filmed it. Sometimes you put in shots where the light doesn’t match from shot to shot because you are shooting outside and in two hours, the light could be different. All of those things make it look like a real thing.”

In the end, the big-budget production, which is expected to be the top film at the box office this weekend, required the creation of 1200 VFX shots from lead VFX house MPC, while Weta — drawing on its expertise with apes developed on King Kong and Planet of the Apes —was tasked with challenges such as King Louie and the wild monkeys. Given all the computer-generated imagery, does that make The Jungle Book, Mowgli’s appearances aside, a de facto animated movie? Not according to Legato. “I don’t consider this an animated movie,” he says. “I consider this just a movie, and this happened to be the best way to make it. We [made] it comfortable for Jon Favreau to come in and be able to direct as if it was a live-action film.”