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How VFX powered Spider-Man: No Way Home’s villain team-up

Marvel’s friendly, neighborhood webslinger returned to the big screen in a big way with Spider-Man: No Way Home, franchise star Tom Holland’s third solo adventure as the titular superhero and the biggest film to date for Peter Parker’s corner of the Marvel Cinematic Universe.

Directed by Jon Watts, Spider-Man: No Way Home has Peter (Holland) dealing with the ramifications of his secret identity as Spider-Man being exposed at the end of 2019’s Spider-Man: Far From Home. His efforts to turn back time go awry when a spell used by Doctor Strange (Benedict Cumberbatch) rips a hole between dimensions, causing villains from the prior Spider-Man franchises — including Alfred Molina’s Doctor Octopus and Willem Dafoe’s Green Goblin, among others — to invade the MCU.

The visual effects studios working on No Way Home had plenty to handle, but proved they were up to the supersized task with an effort that earned the film an Academy Award nomination. Ahead of this year’s Oscars ceremony, Digital Trends spoke to VFX studio Digital Domain‘s supervisor on the film, Scott Edelstein, to learn more about how the studio brought some of Spidey’s most sinister foes together in No Way Home.

This article is part of Oscar Effects – a 5-part series that puts the spotlight on each of the five movies nominated for “Best Visual Effects,” at the 94th Academy Awards. The series explores the amazing tricks filmmakers and their effects teams used to make each of these films stand out as visual spectacles.

An "Oscars Week" badge on a still of Tom Holland as Spider-Man in "Spider-Man: No Way Home."
Image used with permission by copyright holder

Digital Trends: Scott, congratulations on the Oscar nomination for your work on Spider-Man: No Way Home. It really is amazing, spectacular, and astonishing. 

Scott Edelstein: Thanks! I agree with all of those things! And for the record, I saw what you did there.

Sorry, after “amazing,” the rest just rolled out. So, how many shots did your team end up working on in the film?

It was in the mid-500s, I think. I think we worked on close to 700 shots, and then about 500-something actually made it into the movie.

Alfred Molina stands in front of a blue screen in a scene from Spider-Man: No Way Home.
Image used with permission by copyright holder
Alfred Molina stands amid destruction on a bridge in a scene from Spider-Man: No Way Home.
Image used with permission by copyright holder

Your team worked on Spider-Man’s encounter with Doctor Octopus on the Alexander Hamilton Bridge. What was involved in bringing Alfred Molina’s character back almost 20 years after Spider-Man 2?

Well, he’s supposed to have been ripped out of the movie he was in to show up in this universe, so obviously [Molina] is a little older than he was then, and technology has advanced since that original movie. In Spider-Man 2, a lot of it was puppeteered and practically built. There was a lot of age regression for his face to make him look as young as he did back then, but for the tentacles, the digital assets they created originally don’t really stay around as long as we would’ve liked them to, unfortunately. We did try to find the original assets Sony used for the film, but they’re long since offline.

Twenty years is like an eternity when it comes to visual effects technology …

It is. But what they did have were some of the practical props from the film in a display case somewhere in the halls of Sony. So we were able to scan them and get some photo reference. The film’s production also built their own reference arm to have on set, so that they can set light to it and all, and we were able to get a scan of that, too. So that was the foundation for his arms.

Doctor Octopus chases Spider-Man in a scene from Spider-Man: No Way Home.
Image used with permission by copyright holder

What about for Molina himself?

For him, digital doubles are relatively standard at this point, so we got a scan, did a texture shoot for his skin and costume, and then we went to town.

Were there any differences in the character’s look and design this time around?

We tried to stay pretty true to his Spider-Man 2 character. The arms got a little bit of an update, mainly just the inner workings and textures, and they get nanotech applied to them, so that changed them a little bit, too. We also tried to figure out a language for the light inside the arms. In Spider-Man 2, they changed color over the course of the film. When they’re evil and controlling him, they’re red, and then when he’s in control of them, they’re white. But it was all over the place, so we tried to figure out a more set, visual language for them. When he’s in control, they’re white, and when they’re in control, the light’s red, and now, when Spider-Man’s in control, they’re blue. So that was a fun process.

Alfred Molina as Doctor Octopus in a scene from Spider-Man: No Way Home.
Image used with permission by copyright holder

You worked with Peter’s Iron Spider suit this time around. Digital Domain worked on Avengers: Infinity War when the suit was introduced, so was that an asset you already had in some form?

That suit was used in two previous films, but not by Digital Domain. The one we used [in No Way Home] started from a model created by ILM [Industrial Light & Magic], and then we brought it into our pipeline and tweaked it a bit for the new movie. It ended up being a unique version of the Iron Spider suit, though, because Jon [Watts] wanted it to be shinier. The one they had on set was like car paint — very shiny with a clear-coat layer on top. We didn’t end up going that shiny with it, like it was a new Ferrari, but it was definitely glossier than the previous versions.

Spider-Man's "Iron Spider" suit in a scene from Spider-Man: No Way Home.
Image used with permission by copyright holder

Your team worked on the scene with all the villains in Happy Hogan’s condo in Queens. What went into juggling all those elements?

What was really interesting about that one is that it kept growing and changing. The story behind all the different villains and how they’re interacting with each other was evolving as we were working on it. They did the original shoot, and then they did a reshoot where they’re all on a blue screen. So we had to build an entirely digital version of Happy’s condo for it. A lot of those shots are actually fully CG. The room they’re in is a fully CG environment. Along the way, we even had to cut characters out of the original shots and put them into new rooms or locations, sometimes putting them together with characters where they weren’t originally, having entirely different conversations.

It was a very, very interesting process to get them all together in those scenes.

Sandman stares at a pile of sand he left on the couch in a scene from Spider-Man: No Way Home.
Image used with permission by copyright holder

And on top of all that, there was all the work you had to do with the individual characters, right?

Right. There’s also the age regression on Alfred Molina and Willem Dafoe, and Sandman (Thomas Haden Church), who wasn’t there at all. There was a stand-in for him on set that provided eyelines for the camera to work with, but ultimately all of his animation, for the most part, was key-framed — his body, his face performance, everything. We didn’t have access to Thomas Haden Church, but we had a voice performance for him that came later, and the animators had to hand-animate all of the facial performance based on just the voice.

Were there any characters more challenging than the others to work on? 

Absolutely. That sequence had so many challenges besides the environment. One thing people probably aren’t aware of is that when Spider-Man gets the nanotech back from Doc Ock, and it comes off his arm and creates that hybrid suit Peter wears, Peter’s body for the rest of the film is all CG from the neck down. At that moment in filming, they hadn’t decided what the suit was going to look like. He was shot in one version of the suit, and ultimately it was […] a different suit, so once that happens in the film, his body is mostly CG for most of the remainder of the movie. It’s pretty crazy.

At a few points, we have Peter with his CG body, Doc Ock with his arms attached and us digitally replacing his jacket, and a fully digital Sandman, all in the same scene. It was a huge challenge.

A storm of lightning and sand in a scene from Spider-Man: No Way Home.
Image used with permission by copyright holder

What went into creating Sandman? Sand is always tricky to manage, and there’s a lot of it in that character.

Yeah, Sandman is a complicated character all by himself, and probably the most complicated thing to create in that room from an animation standpoint, an effects standpoint, getting him to match the lighting, and everything else. At every point, it was like, “What is the sand doing?” Even in Spider-Man 3, he was a very difficult character to sort of wrangle from an effects standpoint, and he proved to be similarly difficult this time around.

There were so many questions we had to ask, like “How much sand does he leave around Happy’s apartment?” and “Is he constantly wandering around and leaving trails of sand everywhere?”

Alfred Molina and Tom Holland perform a scene against a blue screen while filming Spider-Man: No Way Home.
Image used with permission by copyright holder
Doctor Octopus holds Peter Parker upside down in a scene from Spider-Man: No Way Home.
Image used with permission by copyright holder

I read that the visualization of Electro’s powers went through an evolution of sorts. What’s the story there?

Between the three facilities that worked on him, everybody had a slightly different version of Electro (Jamie Foxx) they had to do. There was the initial power corridor fight scene where he’s basically all electricity, and then Sony handled the end battle, when he’s flying around, fully charged up with electricity all over him. We worked on him in Happy’s condo, where he begins without a lot of power, but then acquires the reactor from the fabricator. We didn’t have to do too much with him until he starts fighting with Doc Ock, throws him out the wall, and joins Sandman.

Marvel didn’t want the blue electricity from the previous films and wanted to bring the character back to the original comics. We thought it was cool to bring that star pattern back, because it wasn’t really prominent. You just got glimpses of it in the electricity, and that was a cool little touch.

Jamie Foxx as Electro in Spider-man: No Way Home
Image used with permission by copyright holder

It was one of those elements that if you see it and know, you know … 

Right! And that made it more special. But he was definitely challenging. When you’re going to put all of that electricity on somebody and make them self-illuminated, not just lighting the environment, but also the character, we had to have a digital double of Jamie Foxx and do a lot of replacing of his body, his clothes, and so on. We would create a digital double for his face and actually replace the skin on his body wherever it was being lit up by the lightning. Wherever that happened, it would be digital skin over the top of his real skin, so that it got the proper lighting from the electricity.

An explosion on a bridge while filming a scene from Spider-Man: No Way Home.
Image used with permission by copyright holder
An explosion on a bridge in a scene from Spider-Man: No Way Home.
Image used with permission by copyright holder

Circling back to that early bridge scene, I’m told your team did a crazy amount of work on the surrounding environment for Spidey’s fight with Doc Ock. What was involved?

That was one of the largest digital environments I’ve ever been a part of creating. Because it’s a Marvel film, they want a lot of control over how the story plays out in the camera, and to be able to come up with new things along the way.

So we basically had to create that entire environment as a CG asset, so that later we could move the camera and create different shots if necessary. We digitally created almost three square miles of New York around the Alexander Hamilton Bridge, the High Bridge, and Washington Bridge. Obviously, the bridge they’re fighting on is really high-resolution, down to the pebbles on the road, and as you get further and further away, it’s slightly lower resolution.

We also had to build the entire underneath area of the bridge, the park, the Harlem River, the buildings, and program a traffic system to drive cars around the city so there was life going on in the background. At the end of the day, there were around 500,000 assets built into any one shot, and around 30 billion polygons rendered to create it. It was just an insane amount of information that went into that environment.

Spider-Man: No Way Home (2021)

Spider-Man: No Way Home
71 %
pg-13 148m
Genre Action, Adventure, Science Fiction
Stars Tom Holland, Zendaya, Benedict Cumberbatch
Directed by Jon Watts
SPIDER-MAN: NO WAY HOME - Official Trailer (HD)

Marvel’s Spider-Man: No Way Home is still in theaters and is also available for on-demand streaming.

This article is part of Oscar Effects – a 5-part series that puts the spotlight on each of the five movies nominated for “Best Visual Effects,” at the 94th Academy Awards. The series explores the amazing tricks filmmakers and their effects teams used to make each of these films stand out as visual spectacles.

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