When Star Wars: The Rise of Skywalker hit screens in 2019, the Polygon staff was dubious about the film’s open nostalgia-baiting and many unanswered questions, even if some of those questions have since been answered in supplementary material, and even if it seemed like an appropriately messy ending for the Skywalker Saga.

But one thing united us: Babu Frik, the eight-inch-tall Anzellan mechanic who draws some Sith secrets out of C-3PO in the movie. His little whiskers, scrunchy face, and friendly cackle put a lot of Polygon people in that “Oh my God, I would die for him” space where admiration of technical execution meets an open delight in something cute.

So with The Rise of Skywalker now available for digital streaming, and coming to Blu-ray on March 31, it seemed like a good time to talk to the architect behind our favorite part of the film: creature and makeup effects supervisor Neal Scanlan, a longtime industry veteran who worked extensively on Jim Henson projects and at his own effects company before signing up to handle creature effects on the Star Wars sequels. He talked to us about the many, many hands needed to make Babu Frik work, what goes into creating characters for Star Wars projects, and how his crew approached projects like Rise of Skywalker’s desert Festival of the Ancestors, or turning Maz Kanata from a digital character into Star Wars’ most elaborate puppet of all time.

This interview has been edited for clarity and concision.

You’ve talked here and there about the importance of designing Star Wars characters to fit into a Star Wars setting or mythos. What does that mean for you? What are the rules of design for a Star Wars character?

I think the fundamental thing with Star Wars is that whatever the design may be, whether it’s an alien or a droid, a vehicle or a spaceship … There is a kind of point where if you don’t believe it’s real in some way — what I mean by that is that it confirms or conforms to our expectations of the world we live in right now. For instance, a Porg could sit in a tree at the end of your garden, because it’s not so crazy that it doesn’t abide by the laws of nature. In some way, shape, or form, we feel like we may have seen it somewhere before.

And I think that’s a really important part of Star Wars, because it’s what makes the Star Wars world feel familiar to us, and real. When you step beyond that, and things become much more fictional, and don’t abide by the laws of nature, or familiarity to our current world, they become more fantasy-based. They might have the same legitimacy, the same incredible qualities, but they don’t fit with Star Wars. We’ve all felt that if you look at a droid, it might look like the air-conditioning unit in your home. You’ve seen something like it somewhere else, even if you can’t put your finger on it. Maybe it’s from a piece of agricultural equipment, or a piece of automotive equipment that somehow makes you think, “Yeah, I kind of feel comfortable with that,” or “I feel that it’s part of my world, as much as it’s part of the Star Wars world.”

How do you apply that to designing a character like Babu Frik? What gets you from the principles to the actual puppet?

So you take someone like Ernest Borgnine, or Joe Pesci. You say, “What is it about these actors that draws you to them? Do they have a particular look to their face, or a particular expression, or a particular mannerism?” When we were working on Babu, we started with actors who could play him, if you put them in a costumes. “Let’s find influences from other movies or roles that feel like what J.J. [Abrams] has articulated to us.” And then it’s, “ Now we have to make him 8 inches tall.”

We had to consider in the design: What’s his role in the film? So what would his mannerisms be? What’s his backstory? Maybe he’s got a slightly weird eye, or a twitch, or he’s been scarred at some point, or he has engineer’s hands. Then you try to use real-world things you observe about people or animals, and bring those together with that extra little bit of something that makes him not of this world. Babu Frik has primate influences in him — there’s something in him that’s not completely this or that. Once you have that as a base, you can start to have fun, and do things like accessorizing. So we could give him a set of goggles, which don’t really work, but they’re fun, because they fit on his head the right way, and a set of gauntlets, and those sorts of things. That’s another aspect that’s very important to Star Wars — most of the characters we try to do, we try to make them feel you should smile when you see them. There’s a bit of a sense of humor to them. Not slapstick or silly, or necessarily diminutive in any way, but with a little touch to them that makes you want to smile.

So wait, was Babu Frik literally based on Ernest Borgnine and Joe Pesci?

No, not directly, but he came into the conversation, absolutely. As did many actors. So it’s not based upon him, but he comes from my memories of Ernest Borgnine’s expressive range. I would have quoted him when we were having chats, and other actors would be quoted back to me. So they were influences, among many, many others who helped us create a kind of verbal language for we think that character should look like. We do that wherever we can, with as many characters as we can. It always helps if we can refer them back to our world.

Is his little cackle based on anyone specific?

That’s all Shirley [Henderson], the actress who voiced and helped perform him. Shirley came to our workshop and learned how to use the controller for Babu’s mouth, his smile, his lips, and other servos that had to do with his ability to do to pronounce words. And then she found the voice from her own relationship to the little puppet. When we rehearsed Babu, Shirley would voice the lines, and that laugh came from her. The puppeteers responded to her laughing, and she responded what they did with the laugh and brought it into future rehearsal. It was the first time we’ve done that, to have a person outside of our traditional puppeteering team come in and learn how to use our puppet controllers, and have them on the set, and have them be part of the performance on the day. And we were in stitches most of the time. She’s hilarious. Wait until you see the outtakes.

What do you have to consider when you’re trying to make something that small and detailed, that’s capable of that range of emotion and movement?

A character like that would not have been possible in an analog time, before digital technology was available. Behind Babu were five puppeteers, dressed in green suits. So you can imagine that there was very little of the set left — there was very little of anything left, except for this sea of puppeteers in green suits. Without the fantastic work of ILM and the ability to be able to literally digitally wipe those people out and replace the background, we couldn’t have done it.

So the first thing is that digital technology allows us to do things we have not been able to do before. But the other side of it was just literally miniaturization. The tiny motors we can now use, the animatronic engineers I have working with me, the little batteries. Babu’s fingers were unbelievable — every single joint moved in the same way ours would, through a series of tiny cables that ran through his arms to a little servo pack which sat on the rod that controlled his elbow, which was held by the person doing his right hand. And then that was controlled using radio control to allow us to be able to move the fingers. There’s a tremendous amount of technology in Babu. Some of it’s on the outside, because it’s too big to fit on the inside. But a lot of it is on the inside — his face had 23 motors, in order to do the little blinks and eye movements. Technology has moved along, and we take advantage of it. But fundamentally, the ability to be able to work alongside the digital medium allows us to do practical characters at that size, who are way too small to do any other way.

What were the other biggest challenges you personally faced on this movie?

If you look at the visit to the Aki-Aki village, that involved 500 practical Aki-Akis. So we built 25 highly animatronic versions. Their tentacles moved, and they could blink. Then we did 25 less sophisticated, and then 25 simple. And then from there, they had pullover masks, and then behind that, there was a new thing we developed, which was a fabric pullover head with three-dimensional printing on it. From a distance, they looked were three-dimensional, when in fact those heads were sort of like paper bags. The actors dancing in that sequence were 500 Jordanian Army soldiers who came to volunteer. Paul Casey, our choreographer, worked with them for a week or so on location in Jordan, to do that dance sequence live. The final one is complemented by lots of digital Akis. But most of that was shot on location. Imagine all the infrastructure necessary to dress and perform them. The Aki children, those were little hand-puppets, and they were also part of that sequence. So when we were shooting, we had almost 525 practical characters working in one take. So that sort of thing demands a huge amount of planning and behind-the-scenes work. It goes past your eye almost momentarily in the movie, in actual fact was a very large thing to pull off.

The serpent underneath the black sands, the whole set was built around that serpent. The serpent was designed to be brought to life as a practical puppet, so Rey and Poe had something to react to. That was all actually shot inside a cave that wasn’t much bigger than what you actually see on film. These were quite big things to do, because the set was practical, and all the aspects around it had to be practical to shoot the way J.J. wanted to.

What was the process of turning Maz Kanata from a CGI character to a practical one?

For The Force Awakens, the design for Maz came very, very late. The eureka moments for Maz came almost toward the end of filming. So we weren’t able to make her practical, because we literally ran out of time. However, we did make a beautiful, photorealistic, life-size maquette to give to CG for them to scan, and use as reference. So it was a huge bonus that when we decided to make Maz practically this time around, we already had a practical version of her. We just hadn’t brought her to life through animatronic means. So the skin quality, the reflective quality of the skin, the color of the eyes, all those things, we had already established the real-world model, in order to be able to do the CG version.

We had to consideration the sensitivity of Maz’s sequences, because she was involved with Carrie Fisher’s sequences quite a lot, all the shooting of the sequences Carrie would be inserted into later. We wanted it to look real. So it became probably the most sophisticated puppet we’ve ever made. We used a real-time performance, which is typically used for CG characters, in motion capture. The difference was, this time, all of Maz’s body movements were achieved by a female puppeteer wearing a data suit. Claire Roi Harvey is her name. When Claire moved, the animatronic puppet version moved. It was incredibly sophisticated, a fully-fledged robot. The wrists, the fingers, the shoulder movement, her back movement, were all driven with robotic servos. There was a 1:1 relationship between Claire’s movement and the Maz animatronic.

So Claire was able to be the actress on the day. There were no puppeteers around Maz, she just worked as a character in her own right. There was no real physical clue as to how she was being brought to life. The head and the dialogue was then performed by a second puppeteer who uses what we call a mitt, which is something that came back from the very start of Jim Henson and the Muppets, which is where you use your hands to manipulate the mouth for lip synchronization. The puppeteer uses his hand to do that, and his voice to vocalize the lines, while a second puppeteer is responsible for making sure that Maz’s eyes were on track. Eye-focus and all those things are very, very important. So there were three people working together that were next to the monitor where J.J. was, who could see Maz live on the set, but could also see what the camera could see.

And so that was the first time to my knowledge that a puppet was built and performed in that manner. So if Rey was having a conversation with Maz, she literally was having a conversation with Maz. She was there and Maz was responding to her, with no puppeteer in Daisy [Ridley]’s field of view. She was just treating Maz like another actor. That was very important for J.J., for authenticity and respect for those sequences where Carrie or her daughter were involved, but also for our respect, that we could at least try and hold our own against the amazing version of Maz that already been created. So we really have to up our game.

Were there any corresponding advances in how you handled the droid effects on the film?

D-O is a new character, and we approached him very much in the same vein as what we did with BB-8, with a very similar rod system, and digital technology to remove it. We were able to build a D-O that was capable of being performed without any rods on it. So what we’re finding now with the droids — on Force Awakens, we were relying on more traditional puppeteering to bring them to life. But by Rise of Skywalker, and as we move forward, we can make droids more autonomous. They can appear more droid-like, because they’re independent of the puppetry.

One always wants to try to do — whether it’s a droid or a creature or an alien, personality is everything. Performance is everything. So at the very roots, we want to make them characters. We want the audience to engage with them, and have some affiliation with them, or some affection for them. In the wings, we’re able to use technology to do that more and more, without intruding on the filmmaking process. That’s giving practical effects a new lease on life.