“When I first went in and talked to Barry Sonnenfeld about Men in Black,” said special effects wizard Rick Baker, “I said it would really be hard to do an alien that does not look like something you’ve seen 40,000 times on TV. That was one of the challenges — to do something that doesn’t look like something which has been done before. I don’t know if we totally succeeded in that, but some of them are original-looking.”

Bringing to life the fair of the bizarre to be at display in Barry Sonnenfeld’s Men in Black was a long process that involved a wide diversity of artists. Before Rick Baker’s Cinovation Studio became attached to the project, various concept artists and illustrators had begun devising creature designs based on Ed Solomon’s script — which also changed its plot and story beats as production progressed. Artists involved in this early phase included Yasushi Nirasawa and Ricardo Delgado, as well as Carlos Huante — who would eventually have the most influence on the design and aesthetic of the aliens. The Men in Black creatures would go on to become characterized by their whimsical, bizarre aesthetic combined with organic, life-like texture.

“I think we did more designs for this one film than all the designs I’ve done for every film in my life,” Baker recalled. “Several artists had been involved with the project a full year before I as hired; but even at that point, nothing seemed to be in the ballpark. I looked at their designs, and said to Barry and Steven [Spielberg], ‘just say if there is anything here that’s close to what you have in mind.’ There was a pretty good range of looks and we needed a place to start — but they weren’t ready to make any decisions at that point. I didn’t want to waste time, so I said, ‘all right, we’ll start doing drawings of our own.'” Creature designs were explored in both concept art and sculptures alike.

Baker and crew actually had influence on the further inclusion of alien creatures. He said: “I personally felt that in the script I was given there weren’t enough aliens. Being the monster movie fan that I am, when I go see this kind of movie I want to see some stuff.” Oftentimes, story elements would be included upon suggestions of the Cinovation team. “Since [Sonnenfeld] didn’t really give us a lot of direction,” mechanical effects artist Mark Setrakian said, “we would show them stuff. We would actually make things and they would then write those things into the script.”

Baker and his team worked on the practical effects, with Tony Urbano and a team of third-party puppeteers to animate certain creature puppets. Industrial Light & Magic was responsible for the digital doubles of the characters that would be intercut with the practical versions, as well as entirely digital alien characters.

KAY
I think you jumped off the bus in the wrong part of town, amigo. In fact, I’ll bet dollars to pesos that you’re not —

He pulls out a small laser device, which he ZIPS neatly down the front of the man’s clothes.

KAY (CONT’D)
— from anywhere near here.

The man’s clothes fall to the ground, revealing what he really is underneath — A SCALY SPACE BASTARD, about four-and-a-half feet tall, with a snout, snail-like tentacles, and independently moving eyes on stalks at the top of his head.

The only part of his camouflage not crumpled to the ground is the humanesque “head”, which he still lamely holds in one of his hands. It’s propped up by a stick, like a puppet, and it continues to make expressions as he holds it.

-Ed Solomon, Men in Black draft, 1997

The first extraterrestrial seen in the film is Mikey, a criminal attempting to disguise himself as a human immigrant before being discovered. Originally, Mikey was also the character that first mentions the coming of the Bug. The character went through a large array of conceptual iterations before a final design was selected. In one of Ed Solomon’s early script drafts, he was described as a tall and thin six-armed creature. Other discarded concepts included Delgado’s — a parasitoid wasp-like alien hiding inside another centipede-like creature that in turn was concealed by a human camouflage.

As traits from various concepts were selected by Sonnenfeld and Spielberg, Mikey eventually emerged as a humanoid creature that took inspiration from snails and other mollusks, as well as reptiles — with exaggerated and bizarre features such as eye stalks, retractable antennae and small flippers.

Mikey’s basically humanoid outline allowed Cinovation to approach construction of the creature as a suit — after a few cosmetic tweaks to its proportions. “An entirely mechanical creature is incredibly difficult and time-consuming to build,” Baker related. “It is also somewhat limiting. So I suggested we alter the design slightly and put a person in it. Barry agreed. The only actor I knew capable of wearing a suit like Mikey was John Alexander, who I had worked with on Gorillas in the Mist and Greystoke. John is an amazing performer and a really nice guy. You can torture him and he doesn’t complain.”

Mikey was sculpted by a team of sculptors that included Matt Rose (who blocked out the overall sculpture), Jim McPherson (who sculpted the arms) and Ryan Peterson (who sculpted the head). The blocked-out rough sculpture was copied in small-scale by Mitch Devane, who then crafted a finely detailed maquette of Mikey. Once it was finished, the sculptors were tasked with reproducing the appearance of the maquette onto the suit sculpture. Reference for the texture of Mikey’s skin was taken from photographs of amphibians and mollusks.

Because the Cinovation team was uncertain on the actions the suit required to perform, Baker and team leader Matt Rose decided to make it as detailed and functional as possible. The intention was to create a character that could potentially carry an entire film on its own — the same philosophy Cinovation used for the other aliens.”All the work we did for that sequence,” Baker said, “is the same amount of work as if we did a film called Mikey. We could have done a film called Mikey with those parts we made and yet it was filmed in two days basically — and it’s over in a couple of seconds.”

Subtle organic details included Mikey’s unique eyes. “Because the eyes were on stalks,” Baker said, “I thought it would be interesting to do an unusual eye blink. It was basically like a foreskin. The skin would slip around the eye to close and then stretch back to open.”

The mechanical elements of the suit were devised by Baker and mechanics designer Jurgen Heimann. The elaborate costume included a fully-functional cable-operated head that could perform a wide range of movements, including blinking eyes, eye stalks, mouth, and antennae that could be everted from the ears. Two additional heads were also devised — a radio-controlled version, as well as a lighter stunt head, which the performer wore when he needed to run.

The flippers emerging from Mikey’s torso were radio-controlled, and the arms had cable-operated extensions to provide dexterous motion, with cable-controlled fingers puppeteered by the performer’s own finger movements. Stunt, poseable arms were also used for more distant shots. Elaborate leg extensions allowed the creature to reach a height of about seven feet.

Completing the scene was the human head on a stick — a comical element Baker initially found puzzling. “Barry said he wanted Mikey’s disguise to be crude,” he related, “and I said, ‘well, then why isn’t the head crude? It should look more like a ventriloquist’s dummy.” But Barry said, ‘No, I want the head to look perfectly real, but I want just a stick coming out the bottom.’ And I kept arguing the logic of this. I said, ‘Instead of a stick, why don’t we have a control apparatus with levers worked by this weird froglike hand so you could see how the head was controlled?’ ‘No, no, no, I don’t want that.’ ‘What if there were wires coming out of the head that plugged into the belt of the alien wearing it and you could assume he controlled it that way?’ ‘No, no, no — I want a stick with a head on it!’ I just thought it was weird.” The head on a stick was built as a stunt version and radio-controlled version. “We puppeteered the mouth to move while Mikey was doing the talking — which looked really great,” Baker related.

Reference maquette of Mikey, sculpted by Mitch Devane, being painted by Aaron Sims.

Cinovation’s Mikey suit was intercut with a digital version of the alien, devised by Industrial Light & Magic for the more visually complex actions. A cyberscan of reference maquettes provided by Baker’s team became the base of the digital model. From there, George Aleco-Sima built the digital Mikey using Alias. The paint scheme was instead created by Jean Bolte.

Since Mikey was perceived as a sympathetic character — and yet had to be killed — the crew had to find an expedient to make the alien appear more frightening to the audience. Extrapolating from Huante’s concept art, the crew endowed Mikey with extensible fanged jaws. “Once we had [the maquette] we saw it was very appealing,” Bolte said, “and he had to be killed. You don’t want the audience to be disappointed to see him go. We had to make him look frightening — so you can see this skin pulling back to reveal some incredible savage-looking mouth; and we put some awful-looking saliva in there to try and make him look horrible — so then when he takes off and runs away, he’s killed and explodes into a million shots of blue goo, it’s not horrifying — it’s kind of relieving. Hopefully!” The detailed animation of Mikey entering a raging emotional state also included his flippers shaking rapidly as a threat display.

The alien was animated under the supervision of Rob Coleman. “Mikey transitions from Rick’s make-up to computer graphics imaging with the ‘roar-shot’,” said Coleman, “which is where he transforms from a very meek character into a ferocious monster. He was a great model to animate because he was so distinctive looking. I worked on him in the beginning, and was later joined by Glenn Sylvester and Tim Harrington, who did a great job on the transformation. They animated these huge jaws opening to reveal teeth and a big purple tongue — as well as eyes that bug out. We used the Caricature — or Cari — animation software that Cary Phillips designed for Dragonheart. It proved very valuable in creating Mikey’s muscles and skin transformations.”

Softimage endowed the creature with the proper articulation. Coleman explained: “animating Mikey was a bit like doing Fred Flintstone running through his house. You know how you keep seeing that same vase go by? That was because the stage area at Sony was actually pretty short, and Mikey had to appear to be running and running. We treated it almost like a loop. The hard part was making him look heavy. Animating weight in the computer is difficult because weight does not exist there. the impression of weight is perceived by the human eye according to what’s happening to the body parts: how much follow through is in an arm, how much jiggle is in the belly. So we added all kinds of controllers to get Mikey’s skin going and his belly wiggling and the muscles in his legs flexing.” Footage of world-class athletes was used as reference for the rippling motion of Mikey’s muscles. “They were valuable for observing heavy men running very quickly,” Coleman said. Mikey’s explosion was achieved with a combination of digital animation — including fluid simulation — and practical gelatin and silicone guts.

During Jeebs’ interrogation, Kay uncerimoniously shoots him in the head — which explodes in a small fountain of green slime and then immediately grows back. A cyberscan of Tony Shalhoub in the Jeebs make-up was the starting point to create the elaborate digital effect. Jacqui Lopez, part of the crew related: “the first thing we had to determine was what to make it look like when it exploded without completely horrifying people. We couldn’t have anything too violent or too gory. The next question was, how should it grow back? Did we want it to be like an embryo head that grows into a full human? Or should we make it more of an alien growing into its disguise as a human? We were certain of two things: we didn’t want it simply to be a small head growing into a larger one, and we didn’t want it to look like a morph. We wanted Jeebs to grow his features one by one.”

Footage of Tony Shalhoub in make-up was filmed as a clean plate for both before and after the head growth; this had to be matched with a digital model of the character. “Aside from the match, we were aware that the look of the animation was going to be tricky because everyone knows what human beings look like — and when you do something wrong, it’s very apparent.”

Another challenge was posed by how rapidly the head had to grow to fit the rhithm of the scene. “We devised a lot of interesting events to happen during the transformation. It wasn’t just one shape forming into another. It was many different shapes developing along the way — with ears popping out and eyes bulging. Initially, there were no plans to have Jeebs speak during the scene, but it just didn’t have the oomph that we wanted. So we decided to continue through the point where Tony began speaking during the live-action, and match his speed with the CG version.”

The digital Jeebs head was modelled and animated by Tony Hudson and Steve Alpin. “I added all kinds of motions and asymmetry to the scale,” Hudson explained, “so that rather than just scaling up smoothly, as in a 2D morph, the neck stretched up first, and then the head jerked from side to side and the ears popped out at odd moments. Then, as he was speaking the dialogue, his mouth grew out disproportionately. After that, the rest of the head scaled up to match everything else.” The digital head was rotoscoped to match Shalhoub’s body, and a transitional model that matched the actor’s head culminated the transformation, melding it with the original footage.

The most challenging aspect of the sequence was simulating the appearance of human skin and flesh. “The look of the flesh was to begin as a smooth alien embryo head,” Hudson said, “evolve into bumpy, crawling flesh, and finally transition into the live-action. It was an extremely difficult task to get not only the hair and eyes to be photorealistic, but the human flesh as well, because the qualities of human flesh are known to everyone. Transparency and textures were especially tricky. Since the scale of the textures was changing so rapidly, it was difficult to get the look to animate smoothly with the head animation. An additional distortion was added to the top to make the skin appear as if it were alive and growing into its final form.”

As Kay walks into the kitchenette, Edwards’ jaw drops, his eyes widen, and he stares in wonderment —

— at THREE WORM-LIKE ALIENS standing around a water cooler. Tall, impossibly thin, most certainly not from New York, the aliens hold an animated conversation in a language that seems like a combination of Esperanto and microphone feedback.

-Ed Solomon, Men in Black draft, 1997

The ‘worm guys’ — as named by the crew — were designed by Baker and Aaron Sims as thin and gangly creatures with long arms and legs, antennae, and multiple small appendages. Baker recalled: “I wanted to do a creature that could not possibly be a man in a suit, and the worm guys evolved from that notion.”

As explained by Setrakian, the worm guys were originally going to be much larger, and included in a different scene. “Aaron Sims had sculpted these maquettes for aliens that were supposed to be maybe eight or nine feet tall,” he said, “but they had been made in miniature. One of the mechanics I was working with, named Jurgen Heimann, took these things, and he made some little poly foam casts of these maquettes. Then he built a little coffee break set in the mechanical shop, and we just shot this little vignette on video. He just goes, ‘Okay, well this might be cool.’ I sent it to Barry and they liked the idea so much, they wrote it into the film.”

Baker added: “Aaron did a photoshop composite of a test puppet in different poses — one drinking coffee, one smoking a cigarette and leaning up against the counter, and one pouring the coffee into a cup — and I told Barry that the worm guys could perform on the set during principal photography. He liked the idea very much and we ended up making four of them.”

The worm guys were built as three feet tall puppets, with movable arms, legs and appendages. Each puppet was able to perform specific actions such as smoking, pouring coffee into a cup, or drinking from a cup. Baker said: “the puppeteers really brought a lot to the performance. They spoke in their own kind of ‘alien speak’, and came up with some very funny routines. Each worm guy required two puppeteers, one of whom as Jurgen Heimann, who did the original mechanics. The puppets were cable and radio-controlled, and had some rods that came through the cabinet in the lunchroom set.” The characters were so popular among test audiences that ILM was tasked with creating digital versions of the characters for two additional short appearances in the final film.

Next: Part 2