An adaptation of Stephen King’s The Mist was first considered by Frank Darabont (director of several other film versions of the author’s novels — i.e. The Shawshank Redemption) in the late 80s, with a script produced in 1988. Both Greg Nicotero, head of KNB Efx, and Everett Burrell, head of Optic Nerve Studios, were initially contacted for the project. Darabont, however, became occupied with other films and adaptations of King’s novels — including, most importantly, The Green Mile — thus delaying the creation of his film version of The Mist. In a matter of 18 years, the same team was brought together again for the project.

It was ironic,” Nicotero told Cinefex. “After all the prestigious films Frank had done, and being such a fan of the genre, this was the first time he had an opportunity to design his own creatures. It was an intricate design procedure; and, as I had known him for so long, Frank allowed me to drive that process. We brought in some great artists — Aaron Sims, Andy Schoneberg, Bernie Wrightson, Michael Broom, Jordu Schell — and I had my own ideas.” Additional concept art was also provided by John Bisson, as well as CaféFX’s Raymond Lei Jin.

Crucial to the filmmakers’ vision was the concept that the Monsters in the mist were actually part of an ecosystem from another dimension. “We decided the creatures were not ‘Monsters’,” Nicotero explained, “they were animal species from a different dimension, and they all had specific forms and functions. When a tentacle-creature reached in and grabbed a character, it was an exploratory act, which was a much more interesting concept than a mindless Monster out to eat human beings.” He also told Lilja’s Library: “these aren’t monsters, but animals that have just been misplaced into a new ecosystem… and if they happen to eat someone it is almost [like a] mistaken identity, like a shark attack.” The core concept behind the characters was in line with King’s story. “They were no Lovecraftian horrors,” the novel reads, “with immortal life but only organic creatures with their own vulnerabilities.”

Darabont was in contact with King throughout the creation process, and sent the author various designs and photos of the creatures. Another challenge for the director was creating unique designs that would not resemble previously seen creatures in films. “I would email [King],” Darabont said. “Every once in a while there would be a really cool sketch or something and I’d send him that as an email and say, ‘hey check it out. Here’s kind of in process what we’re thinking of.’ And of course he’d get excited because he loves stuff like that, too. Ultimately, the challenge was to try and create these designs in such a way that they feel very unique to this film and not like somebody else’s creature. There have been so many designs through the years. Not somebody else’s dinosaur, or dragon, or spider, or whatever, but to do stuff that was very unique to ours. That was the primary goal and the great pleasure of working with Greg because he’s incredibly versed in film history and genre history. He knows, as I have, what’s been done, what designs have existed. And we’d see something that looked a little too much like some Monster from some movie we knew we’d veer away from that. We’d kind of take it in another direction.”

Planning of the creature effects, including designs and practical and digital approaches to specific sequences, began in an early meeting at CafeFX, of which Burrell was visual effects supervisor. The director had further been convinced in hiring the digital effects company after seeing their work for Pan’s Labyrinth. Burrell elaborated: “[Frank] was fascinated by the way we had set up a production pipeline for creature effects on a relatively small budget. He wanted complete control; and, in order to do that, he’d worked out a deal with Dimension Films for a much lower cost than he had originally conceived.”

Darabont’s plan included eight weeks of pre-production followed by a tight six-week production schedule. KNB Efx provided maquettes and reference models of the creatures, whereas CaféFX provided the entirety of the film’s visual creature effects. Although many sequences were initially planned as practical, or partially practical, the final version of The Mist mostly features digital creatures. KNB’s effects ultimately mostly served as reference for interaction with the actors, as well as lighting of the digital creatures. “Frank’s intention always was that he wanted to do digital creature work,” Nicotero told Lilja’s Library. “Everett and I pressed on him that even if the puppet pieces didn’t appear on screen they would be invaluable for reference, animation, lighting, etc… so we had always known that our main contribution would be puppets and then most likely they would serve as a guide shot on set under our supervision to ensure the perfect blend and as much creative control as we could put forth. Given Everett comes from a make-up FX background and we’d known each other for 20 years it was really a perfect match.”

Among the practical effects visible in the film itself are models of the dead, or dying creatures, gore effects, and make-up prosthetic effects. CaféFX’s digital creatures were modeled by Miguel Ortega and a team of modelers, based on reference photos of KNB’s models. The company Crack Creative provided a previsualization camera system that enabled CaféFX to properly integrate the visual effects within Darabont’s documentary-like scenes.

The mist and the creatures within it are brought to our world through a portal, opened by the military team of the Arrowhead project. The beginning of the film was initially supposed to portray said accident, but the scene was cut for budgetary reasons. Regarding the film’s titular phenomenon, “Frank wanted the mist effects to look alien, but not scary enough to frighten characters away on first sight,” Burrell said. “He wanted to base the effects in reality. He didn’t mind using CG elements, but he didn’t want to see CG by itself, and he didn’t want to use chemical cloud tank elements. It had to look like an odd natural phenomenon.” Research and development of digital mist elements were led by Akira Orikasa. Programs used to animate and integrate the mist elements into the footage included Cebas Computer ThinkingParticles and Ideate FumeFX. Practical dry ice elements were also shot against black screens, pouring vapour over shapes representing objects in the original plates, and then composited into the shots, blending with the footage and the digital effects.

For scenes inside the market, in-camera mist effects were achieved with glycol mist pumped by physical effects supervisor Darrell Pritchett. “Once the mist touched the store front, it was all practical,” Burrell said. “It made sense from a budget point of view — otherwise we would have had a thousand greenscreen shots looking out the window.”

“A tentacle came over the far lip of the concrete loading platform and grabbed Norm around the calf. […] It was slate gray on top, shading to a fleshy pink underneath. And there were rows of suckers on the underside. They were moving and writhing like hundreds of small, puckering mouths.”

-Stephen King, The Mist

Much like in the novel, the first creatures seen in the film are tentacles of an unspecified, unseen Monster that remains otherwise shrouded in mystery — to the point where only the tentacles of it were designed. Nicknamed by the characters “the tentacles from Planet X”, the film versions of the creatures were partially redesigned compared to the original portrayal — with additional mouths and beaks implemented into their suckers. “Berne Wrightson, Aaron Sims and I designed the tentacles,” Nicotero said. “We did a little bouillabaisse of our ideas, including design aspects of giant squids. I remembered the giant squid in 20.000 Leagues Under the Sea — its hooked beak was hidden in its flesh and it would come out and snap. We emulated that that with little hooks, like sea anemone mouths, that pushed in and out as the tentacle opened up and grabbed its victim.” The on-set tentacles were sculpted by Jaremy Aiello, mechanized by Jeff Edwards and David Wogh, and painted by Mike McCarty. The tentacles were cable-maneuvered and had a wide range of movement; they were mounted on a dolly crane, which could be rolled forward “to make tentacles reach in underneath the floor.”

The tentacle animatronics were used as reference for CaféFX’s digital versions. Burrell recalled: “the intent was always to have the tentacles half CG and half practical, but when we got on set, Frank wanted them to move really fast and have an organic earthworm-like undulation that the puppets couldn’t do. KNB did a great job on the tentacles artistically, and they were very useful for the actors on set, but we replaced most of them digitally.” Composition of the visual effects was aided by LED and fluorescent tape tracking markers on set.

Norm’s gruesome demise was achieved with a combination of practical and visual effects. Nicotero explained: “for Norm’s death, we filled a bunch of blood balloons, covered them with latex ‘nurnies’ and silicone strips and attached them to the actor. One of our puppeteers — Shannon Shea — wore a green arm glove with tacks on the fingers. On ‘action’ he would reach in, grab the balloon and tear the flesh away. Everett then added the tentacle over the top of the green arm, with all our interactive blood hitting the actors’ faces and spraying into the air. When I showed the first test to frank, he said, ‘Tom Savini would be proud!'”

“It was maybe two feet long, segmented, the pinkish color of burned flesh that has healed over. Bulbous eyes peered in two different directions at once from the ends of short, limber stalks. It clung to the window on fat sucker-pads. From the opposite end there protruded something that was either a sexual organ or a stinger. And from its back there sprouted oversized, membranous wings, like the wings of a housefly. They were moving very slowly as Ollie and I approached the glass.”

-Stephen King, The Mist

Next to appear in the film is a swarm of insectoid creatures. Compared to their novel counterparts, the Bugs were conceived to be more arthropod-like and dynamic. Wrightson’s design was based on electron microscopy images of insects, as well as reference photos of scorpions and crabs. Gino Crognale and Jaremy Aiello sculpted the creatures in full size — 18 inches of length — and produced reference models in latex, fiberglass and vacuform that were also able to adhere to windows. Close-up versions with articulated head, eyes and mouth were instead mechanized by Jeffrey Edwards and his team.

Hollow versions of the creatures — cast in latex — were filled with silicone, latex, tissue paper and UltraSlime — those stunt creatures were to be damaged, squashed, or otherwise destroyed. CaféFX’s digital versions featured “little sucker pads that could animate with blend shapes that flattened against the glass,” said Burrell. “We then added texture maps so that every time a Bug moved its feet it left little oily footprints.”

“The fog appeared to darken in exactly the way Ollie had described, only the dark smutch didn’t fade away; it solified into something with flapping, leathery wings, an albino white body, and reddish eyes. […] Its red eyes glittered in its triangular head, which was slightly cocked to one side. A heavy, hooked beak opened and closed rapaciously. It looked a bit like the paintings of pterodactyls you may have seen in the dinosaur books, more like something out of a lunatic’s nightmare.”

-Stephen King, The Mist

As part of the ecosystem, the bug-like creatures are preyed upon by larger, pterodactyl-esque Monsters. Schoneberg, Broom, and Wrightson devised winged designs attempting to stray from generic dragon-like creatures. In particular, flying vehicles from Star Wars served as inspiration for the creatures. Nicotero explained: “we started talking about the X-Wing fighter from Star Wars, and all of a sudden we thought, ‘wouldn’t it be interesting to give the bird two symmetrical pairs of wings, one on the top and one beneath that, forming an ‘X’? The top wings were used for lift, the lower wings were for steering; and when it landed, the back wings folded back like a bird, while the front wings moved like a bat.”

The maquette of the Monster was sculpted by Schoneberg. The same artist, with Aki Horohito and Steve Koch, devised a full-size animatronic with a wingspan of eight feet, maneuvered with a boom arm. “We locked down the feet,” Nicotero said, “and the boom arm moved the creature up and down, or side to side. The neck was on a four-way cable, so that could move side to side and up and down. The jaw was a three-part mandible, radio-controlled. It had circular eyeballs on slight stalks, and we took a cue from nature to make it blink like a bird. We rigged a radio-control mechanism that pulled the eyes back through a silicone section in the head, and the weight of the silicone closed the lids around the eye.” The wings were rod-maneuvered. A hand puppet version was also built for insert shots, and dummies of the shot or charred creatures (cast in silicone and polyfoam) were constructed.

In post-production, most of the models were replaced with the digital versions. CaféFX used luminance keys and difference mattes to place digital Monsters behind practical glass-breaking effects and rotoscoped 3D flashlight beams to light the entire scene. Real fire elements were filmed in the supermarket set to portray the burning creature set ablaze by Drayton.

“One of the spiders had come out of the mist from behind us. It was the size of a big dog. It was black with yellow piping. Racing stripes, I thought crazily. Its eyes were reddish-purple, like pomegranates. It strutted busily towards us on what might have been as many as twelve or fourteen many-jointed legs — it was no ordinary earthly spider blown up to horror-movie size; it was something totally different, perhaps not really a spider at all.”

-Stephen King, The Mist

The spider-like Monsters first encountered in the pharmacy were initially designed by Jordu Schell in maquette form — in a configuration that closely followed the description from the novella. Darabont, however, decided to stray from that design. Nicotero recalled: “Frank wanted the Spiders to have an almost human grinning face. We didn’t want it to be literally a guy’s head stuck on a spider’s body, like The Zanti Misfits, so Mike Broom and I came up with a design that looked like a grinning death’s head when the Spider closed its mandibles over its mouth.” An animatronic version of the Spider was built by Mike McCarty (who also devised the creatures’ colour scheme), Jake McKinnon and Rob Derry, and operated by Jeff Edwards.

CaféFX created the digital Spiders and their acidic, corrosive webs. Burrell explained: “James Straus’ animation team built a very clever keyframe Maya web rig; it fired a long thin strand with ‘bones’ that could contract and move down a spline. We set up point A and point B where we wanted the web to go, then slid the web along and broke up the pattern to give it some noise.”

Prosthetic make-ups portrayed the victims of the Spiders, which are parasitoid and lay their eggs inside hosts. The prosthetics included chest extensions with gelatin blisters and bladders, which were digitally augmented to portray the baby Spiders erupting from the host’s face and body. When the victim falls and the baby Spiders are released from his back, a practical dummy of the actor was filmed, with digital Spiders added in post-production.

“It appeared to be red, the angry color of a cooked lobster. It had claws. It was making a low grunting sound, not much different from the sound we had heard after Norton and his little band of Flat-Earthers went out. […] I caught a nightmare glimpse of huge black lusterless eyes, the size of giant handfuls of sea grapes, and then the thing lurched back into the mist with what remained of Ollie Weeks in its grip. A long, multisegmented scorpion’s body dragged harshly on the paving.”

-Stephen King, The Mist

As the group of survivors runs out of the supermarket, Ollie is snatched by an enormous crustacean-like creature — the only Monster in the film whose final design was devised by one of CaféFX’s artists. Burrell said: “our resident concept artist, Lei Jin, worked up the design. It was a low, scuttling thing, with big lobster arms. […] We see Ollie pulled up into the mist, kicking in silhouette. A big maw opens, chomps down and then pulls away and leaves just legs dangling. It’s all CG, even the blood landing on the car.” The mantis-lobster is perhaps the design that has taken the most liberties with the description offered in the original story.

“A shadow loomed out of the mist, staining it dark. It was as tall as a cliff and coming right at us. […] It may have been the fact that the mist only allowed us to glimpse things briefly, but I think it just as likely that there are certain things that your brain simply disallows. […] It was six-legged, I know that; its skin was slaty gray that mottled to dark brown in places. Those brown patches reminded me absurdly of the liver spots on Mrs. Carmody’s hands.

Its skin was deeply wrinkled and grooved, and clinging to it were scores, hundreds, of those pinkish “bugs” with the stalk-eyes. I don’t know how big it actually was, but it passed directly over us. One of its gray, wrinkled legs smashed down right beside my window, and Mrs. Reppler said later she could not see the underside of its body, although she craned her neck up to look. She saw only two Cyclopean legs going up and up into the mist like living towers until they were lost to sight.”

-Stephen King, The Mist

As the characters drive away from the supermarket into the mist, they see a gigantic six-legged creature walking by, unaware of their presence. Certain creatures from the novel — such as one that resembled “a grossly oversized dragonfly” — were not included in the film adaptation, and the Behemoth was initially supposed to have the same fate. The key climactic sequence from the novella was, in fact, going to be excised from the film adaptation — as Darabont had deemed it unnecessary. Eventually, both Nicotero and Burrell convinced the director to insert it regardless. “It was not in the script,” Burrell explained. “Frank didn’t feel that it was dramatically important, but Greg and I both felt it was a moment that every Stephen King fan was living for.” Darabont was only convinced after the first actual attempts: “we showed our storyboard to Frank — but he still wasn’t into it,” Burrell continues. “It wasn’t until we started temping it out that he became excited. He showed the scene to Stephen King, and Stephen loved it. It’s only two shots, but they are standout shots.”

The 300 feet tall creature was described by King as “something so big that it might have made a blue whale look the size of a trout.” Again, the film version of the Behemoth was designed by Bernie Wrightson; Nicotero’s input included the base for the design — an old illustration for H.P. Lovecraft’s The Dunwich Horror. “I had an illustration in an old Lovecraft book,” Nicotero recalled, “that looked like elephant legs topped by a mass of writhing tentacles. I talked about it with Bernie; and he did some sketches of this huge creature with a ring of tentacles around its head, a weird mouth and long, overlapping teeth. It had cockroach legs along its abdomen and six giant alien legs under that.” The Behemoth, as it was called by the crew, was first sculpted in maquette form by Jaremy Aiello, then as a moulding sculpture for a small scale. The rod-operated creature was six-feet tall. “Frank wanted to do it old-school,” Nicotero said. “He wanted a miniature car with a puppet creature that could just walk over top of it, which we’d shoot by pulling back from the miniature as it walked past, and maybe angles looking up.”

The approach involving the miniature puppet, however, proved unfeasible for the film. The Behemoth maquette was thus scanned by CaféFX; the scan was then refined to match the original design perfectly. Ultimately, the entire sequence involving the Behemoth was created digitally. “The Land Cruiser and the road were CG,” Burrell explained. “The creature lumbers across, taking out a few telephone poles and interacting with the ground.” Congruent with its novel counterpart, the creature hosted various other animals that lived on its body. “It was so huge it had its own ecosystem,” Burrell continues. “We animated parasites crawling on it and bird creatures flying around like seagulls on a dead whale. In the second shot, it moves off through the trees and we see a glimpse of its face and tentacles on top of its head. It’s very Lovecraftian. The scary part is what you can’t see.”

For everyone involved, The Mist was a satisfying experience. Darabont elaborated in an interview: “Because we have a common language, Greg and I grew up with the same influences, we’re very conversant with the genre. We know a lot of what’s been done before and we were very consciously trying to not design creatures that owed something to somebody else’s movie or somebody else’s design. It’s not easy to do of course because so much has been done, but I think we struck a really terrific balance of representing what Stephen King wrote but not making it feel like somebody else’s movie, somebody else’s creature design.” Nicotero added in an interview with about.com: “I have to give tremendous amount of credit to Everett, because I think he and his team at CafeFX have gone above and beyond even what I had hoped the creature work would look like.” He also concluded in a Cinefex interview: “we worked so well together because of our friendship and mutual knowledge of creature effects and visual effects, and we are both tremendously proud of the results.”

For more images of the Monsters in the Mist (if you can see any with all that fog), visit the Monster Gallery.