One of the most brilliantly executed scenes in recent years can be found, right out of the blue, at the beginning of Jay Roach’s Dinner For Schmucks. Unfolding to The Beatles’ Fool on the Hill is a series of sweet and melancholy romantic tableau, each of them staged in miniature with little costumed mice.
The surprise, maybe, is that these are all dead mice. In the story, they have been recovered by Steve Carell’s character of Barry and “given a second chance at life” in his nostalgiac, tender-hearted fantasia.
You’ll see in the credits that second unit director Jon Poll is named as the man who oversaw this sequence. Also due credit would be Joel Venti, the film’s storyboard and concept artist, and the Chiodo Brothers, who physically built the mice.
I was so taken was with the sequence that I got in touch with Joel and arranged an interview with him and Jon to discuss the conception and making of the scene, and its subtle, but deep and crucial, storytelling contributions to the film.
I’ll let Jon and Joel take it from here…
Jon Poll: I’ve worked for Jay Roach for years, in numerous capacities, mostly as an editor. Eventually he said to me, why don’t you be a producer because none of the producers do anything and that’s sort of what you do anyway. So we started that on Meet the Fockers. It was a huge job, 200 shots in the movie – all of the kids and animals stuff.
Then on this movie we didn’t know how much second unit there would be… and most of it ended up being mice.
The Mouseland sequence was never in the script. There was definitely a story dilemma that Jay and I talked about a lot, which was that Steve Carell didn’t come into the movie for 20 minutes and when he comes in, his character is kind of an oddball and we really need to make up for short time and have some affection for him. It was Jay’s idea then, “Why don’t we open the movie with this Mouseland thing?”
It was always planned that Barry’s Mouseland exist in the story. In fact, before I came on the movie, Joel had already been there for a month, designing Mouseland and other things. So that place existed and it just became “What if we do an opening sequence about it, showing the care that Barry puts into these things”. And Jay was busy directing an entire movie so he’s happy for Joel and I to go run, take this thing and then show it to him.
Joel Venti: Prior to doing the opening sequence, we’d built the dioramas, the “mouseterpieces” – all these words I haven’t thought of for a while! – the triptychs, all of the stuff that had to do with mice we’d been working for a long time, trying to work them all out. Mouseland existed in concept, and we had some of the mice already designed, like the mouse in the swing, the cheeseboat mouse which was designed by another guy, the bridge. But we weren’t quite sure how we were going to do this opening sequence. Jon came up to me one day and said “Let’s just take a stab at this” and in maybe a couple of hours I’d boarded out everything that came into my head. And I’d say, for the good portion of it, the stuff that was boarded was shot as it was.
Jon Poll: It looks much more like the storyboards than anything I’ve ever worked on. We pretty much went after what those boards were.
Though the mice don’t move, it would have been pretty boring if they were stills. We were thinking “What if you were actually in this park and you had all of the film equipment you could have, what would you do?” If we’re in a real environment, how do we do it? It basically became taking what would have been huge camera moves out in the real world and doing them in miniature. The idea was to feel motion as much as possible and to bring the moments alive as much as possible.
The difficulty was that the mice and props were so tiny that the smallest glitch was like this huge mess-up in the camera.
And there was the second dilemma of we didn’t have a full set to shoot around either. So we had to shoot it and always shift little pieces of background and cheat. If you actually look at the ones that we shot later in post production, you can’t see them in the background and when Steve Carell walks over in the movie, they’re not there. We decided in our minds, they’re on the other side of the mountains. They didn’t exist, but when you’re watching the sequence you don’t feel that.
Joel Venti: I’d say the other big thing was dealing with scale. Because we’re dealing with these miniature things and when a hand comes into frame you’ve got this huge hand doing something. All of a sudden you change the way you’re looking at it. “Oh, I understand, they’re at a picnic” and when this huge hand comes in and drops in a wine bottle, it makes you realise that you’re watching something that is miniature, somebody made this, this is actually a tangible thing that you can go and touch.
I think that helped a lot with Steve’s character to know that this is stuff that he made by hand. So every time we could throw something in there to throw it off scale, introducing a human element, even though we didn’t reveal who it was and where it was from, I think helped a lot too.
Jon Poll: It definitely helped. When we would screen the movie and we got to the part when Steve was there and he got hit by the car and he shows the mouseterpieces, you completely felt that this guy was an artist, no matter how crazy batshit the stuff he says is.
When we set out to do the sequence we were looking to Jay for direction. The word he used was “care”. He wanted to show Barry’s care. He wasn’t saying go out and make these silly, funny, make them goofy so they get laughs, but instead find ways to show the care. That’s why we were seeing the hands and how he assembled them.
It worked on many levels. It worked as “Oh, this is really a cool, interesting thing, what are we watching?”; it has some laughs – not huge, knock-down, fall-down laughs, but it was very charming and amusing and you could feel people liking it; and yet when you met Steve, you felt the story purpose. It really did set him up in a positive fashion.
Joel Venti: Mouseland all started because it was Barry’s therapy, working out Martha, his ex-wife, and their break-up. Mouseland became what he would have liked his life to have been – going to the park, doing all these romantic things. As a character he wanted to have love, he wanted to have that life with someone who didn’t want to have it with him. Mouseland was a way of expressing and working that out, so we see the pain and what he had to deal with to work out these things. That also helped Steve’s character. He’s not just this buffoonish kind of guy, he’s also a guy who truly wanted and needs love from someone. So when he and Paul collide, there we have the opportunity for him to latch on to something.
Everything stems from the emotions that the mice play as an extension of Steve’s character. So, really, every time you see a mouse throughout the entire film, it’s really an insight into Barry. That’s the only idea that was passed down to me from Jay before I started designing these.
Jon Poll: Because the opening sequence worked as well as it did, then at the end, there’s a bunch of other dioramas. We were already thinking of that idea but after screenings, people actually said out loud “Why don’t you do a thing at the end with dioramas of what happened to everybody?” So the whole idea planted in the very beginning went so well that it played out to the very end.
Most everything was done drawing first and we only built after that because the mice were very expensive to make. It was mostly about R&D and making sure Jay was very happy with the mice before we built.
Jon Poll: They were always built in the position you see. In a few cases we were able to reuse them but it wasn’t like you could have five mice and dress them up differently. They didn’t behave well.
The Chiodo Brothers proved very, very good at creating these mice. Had they not done as good a job, I don’t think it would have worked as well. They were flawless. Amazing creations that very talented people put together. They brought everything that was drawn and that Jay wanted to life.
Joel Venti: It really begins and ends with Jay. Jay’s process was “Show me everything you’ve got and let’s see what’s the best you have. I would give him dozens of drawings. There were probably three drawings for every mouse that made it into the film. ” From there, we would finish up the design, take it to all of the departments, the costumes, the Chiodos. Even the grass that was built in Mouseland itself…
Jon Poll: Jay and I would look at all of these things as they were growing and we would have notes and often Joel would pass on the notes to the Chiodos or the costume people. We joked, but there were more meetings about mice on this movie than anything else. At one point Jay was like “Oh my god – if these don’t work, we’re just dead”. We’d meet for hours and talk about them.
Just for one example, take a look at the end of the movie. Each of the dioramas that Steve holds up. Now just imagine Sir Francis Bacon and the amount of discussion that went into the toast, the bacon, the lettuce, the tomato. The size, the scale, how many books were in the library… you’d want to blow your brains out. Every single thing you saw had that level of discussion and then the notes would go from Jay to Joel and then get made.
Joel Venti: The costumer designer, Mary Vogt, and I were in this fabric store in Los Angeles trying to find the perfect fabric for the bedspread in one of the final dioramas, of the honeymoon suite. And the amount of energy just for that little bedspread! But when you look at it, you just move on because we picked the right stuff and she dyed it the correct shade of pink. The amount of detail that these mice made us bring to the table is amazing.
There’s only one mouse we shot then cut out of the Mouseland sequence. It was a guy blowing up a balloon. First it was going to be a balloon animal and it became a heart.
They were on a date in the park, having fun, doing their thing. Everything was related to Barry’s mind and what he thought his life could have been with Mary. And He decides to do a little Steve Martin balloon animal thing and he made a heart, which is of course fantastic. It would have been a visual effect shot.
Jon Poll: The reason we cut it out, more than anything, is the question: Is this something Barry could have done? And it wasn’t.
Joel Venti: I don’t miss it. That was one of the drawings that was given to Jay in a big stack of options and it made the first cut, it made the second cut…
Jon Poll: In truth he always wanted to cut it. We kept pleading for it. It’s kind of amazing. I think there are 24 things in the sequence. 17 we shot the first time and every one went in; the second time, I think we shot just 7 and that one didn’t make it.
The mouse that does the juggling is a visual effect because we could never get the tennis ball to retain its tennis ball look on fire. It would just burn to this little brown crisp and then our visual FX guy would go in there and finish it all up and it looks flawless and amazing and you’d never know the difference. I think that’s actually the only Visual effect in the whole sequence. Everything else is done real.
Even thought it could have been ridiculously expensive, there was an economy of knowing what we needed. I wouldn’t say that I knew how the entire sequence was going to go together in my head, but I did know basically how it was going to work, and it pretty much did that.
Joel Venti: As an illustrator, my job is to give Jay as many options as possible because we knew how expensive and how long it would took to make them. There was no option except to be completely sure of what we had.
I can’t tell you how many mice I drew. Churning out different mice ideas, how to look at it from a different angle. It was a lot of mice.
Jon Poll: Early in the morning on the first day of shooting, and when we did it the second time, I played with my tiny little camera that has a video mode with one light and go “Oh – this is a good shot. And this is a good shot.” It’s amazing how many of those ideas ended up in the movie.
It was two and a half days of shooting to make that entire sequence. People were yelling at me the whole time. We shot for a day and a half with another day of extra shooting later.
Joel Venti: What we shot on the first day and a half versus that second day was maybe a 3:1 ratio.
Jon Poll: We had one of the best dolly grips on the show because it was so tough to do. There was ten people on the set, the Chiodo brothers running around, and every time you touched anything it had to be reset. So it was very time consuming.
Joel Venti: Because you’re dealing with something so small, the minute little detail made a big difference on screen. So, if you didn’t drop the sandwich in just right or the mice hands didn’t hold it just right, it was glaringly wrong.
Jon Poll: It would go from “that’s cute and charming, how sweet” to “that’s just sloppy and ugly” very quickly.
The lenses were all pretty wide. Nothing incredibly extreme and nothing long. I would say most of it was in a world of 27-45mm, mostly in the range 27-35mm. We were always in danger of shooting off the set. That was the other thing. Literally an inch past where you were – “Oh, that’s the garage”. It was written to be in the story in the garage and filmed in the garage, so we couldn’t make it… it still had to live in that world.
Joel Venti: Especially the bike shot. I know that when we came up across the bike we’d be off the set. With the bike on the curved road, by dollying up and around it you give the illusion of movement with a stationary object. Those things kind of made it seem like a flowing, organic experience.
We had to be very careful with the balloon, we had to change the placement of it so it was completely covered by sky because it really wasn’t. There was a lot of fakey stuff to do.
Jon Poll: But it was all in camera. Very old fashioned way of doing it.
Joel Venti: The backdrop was on rollers. We were able to move it a little bit to help us out. And for the reshoots we actually painted an additional backdrop that was just sky and was able to move around however we needed to do it, so we were always shooting into sky.
Jon Poll: Mostly, the extra shots were time because we had some ridiculous amount of credits, like 37 credits, and clearly, it’s a credit sequence so it wasn’t the kind of thing where we could say “Okay, can we just end this and have the credits bleed over into the movie.” That wouldn’t have worked. So we had to fill it out. We knew exactly how much time. And, in fact, what we did was Joel did storyboards again, we went through the whole process, pitching different ones then we cut them in the avid.
So we got a version of the movie that was all the shots from the first shoot and then storyboards. And we had timed out where the cards would be and everything. There was some leeway – we actually moved where the cards were in the end – but we knew we needed a little over two minutes, and we didn’t want to just extend heads and tails, we wanted to make it move. So we shot more mice.
Joel Venti: Martha’s wig-dip was a new shot from the second shoot.
Jon Poll: You wouldn’t have necessarily looked at all of those little mice and gone “Each one has red hair” but by showing the hair dipping in the dye, all of a sudden you did. What you do all the time in movies is you go back and do reshoots to clarify story points and this was a way we could do that while we were serving our sequence.
Joel Venti: We were building Martha at the beginning. It was all about showing the progression from table to Mouseland. When we boarded the idea it was all about “How do we build it that makes sense from a character logic point of view?” and then one thing we were missing was that the Martha moment was over and done really quickly. Once we get into Mouseland she’s there, but she’s not really seen as a standalone piece.
Jon Poll: We went to the Chiodos and said “Okay, you guys actually have to make these. What do you have that’s kind of cool? How do you make the glasses?” So what you see in that sequence is this little rudimentary block of wood with two little dowels in it and they basically took thin wire and wrapped it around the dowels and pulled it tight and lifted it off and they must have made a hundred pair of glasses.
Joel Venti: That’s an actual Chiodo’s invention that they had devised for the specific purpose of making glasses. So what you’re seeing in the film is actually theirs.
Jon Poll: So we said, “Okay, on the day we’re going to shoot this, bring that and bring all the stuff to make glasses” and we’re going to teach the guy whose hands we’re using how Barry would have actually done this. And I think that’s part of what gives it so much charm. We really didn’t have any kind of art department in terms of the desk and everything, it was just us throwing out things on there. But we literally used the Chiodo’s tools. We said “Bring all your tools and we’ll just lay them out on the desk.”
So, really, in those insert shots, the desk looks more like what Barry’s desk really would have looked like than it does in the rest of the movie.
Joel Venti: Everyone applied their own part of the craft. I know that, for example the set dresser Susan Benjamin, asked me to do all of these little doodles as if I were Barry figuring out what I was going to do next. So you’ll see drawings all over the little table of different kinds of mice that play out in the movie in different ways. So if you’re really paying attention you’ll see the Evel Knievel mouse, you’ll see pieces of the Jesus mouse, and there’s others.
The sequence is a backstory for Barry, sure, but it is also giving you an inclination of what’s going to happen throughout the film with the use of these mice.
Showing someone who really, truly loved what he was doing was totally important so that the moment when Barry decides to trash all of his stuff you actually feel like “What are you doing? This stuff is really cool. Don’t do this”. And again with the moment where he sees the mouse in the trash can, which we did many times, I think that because of the opening sequence, because the care is already placed in them, in that mouse, it makes sense for Barry to go down and reach for the mouse and change his mind about helping Paul. It needed to be that way.
Jon Poll: But let’s face it. These are dead mice. This is a guy that finds mice that have been run over and makes them into art objects. A little creepy. I think we were trying to counteract the creepy factor. This easily could have become an Ewwww! kind of moment which would have defeated the whole movie.
Joel Venti: I think most people don’t look at the mice as dead mice. They just look at them as he says himself “I’m just giving them a second chance at life”. That’s a really telling statement that gives even more backstory to what Steve’s doing through his character and through the mice.
Jon Poll: Always in post you’re trying scenes with different songs. I tried a Beatles song, actually a cover, over Mouseland. And the guy who was our music editor suggested Fool on the Hill for the opening. We were never sure that we were going to use it. It came in at the last second and then we were never sure that the studio were going to pay for it. It cost considerably more than filming the sequence did. But it worked great and it had a very melancholy feel.
Sometimes you put in a well-known song and it kind of takes you out of the movie. This didn’t seem to do that. It seemed to take you into where Barry’s head was without laughing at him.
Here’s a good Paul McCartney story for you. The film’s head of music is going to London to try and pitch to these guys to let us use Fool on the Hill. He’s got the sequence, not the whole movie, and he’s not showing it to Paul McCartney, he’s showing it to Paul’s people. And he calls up Jay afterwards and goes “Yeah, Jay they liked it a lot but, you know, man Paul’s a vegetarian and those aren’t really dead, run-over mice, are they?” and we went “No! Don’t blow it. Why are you even presenting that as a possibility?”
Joel Venti: The opening sequence, even though it was a lot of labour coming up with the different designs and ideas, was a lot easier than a lot of other aspects of the mice, like the tower of dreamers, the end dioramas. Those were much more laboured and went through much more of a stringent process as to making sure they were the right ones. I know we went through at least ten different versions of the Thurman diorama at the end. It just barely made it into the movie as it is.
Jon Poll: We’re proud of the opening sequence. It all came from Jay. In all honesty, there was one point where I said “Do we really want this many mice in the movie? Are you sure?” but once we started working on it we very quickly saw how it was going to work.
Just standing on its own without the rest of the movie it would be entertaining but it wouldn’t be as rich.
Thanks again to Joel and Jon for taking the time to talk to me, and for constructing such a beautiful, well-considered piece of storytelling.