“And what, we don’t like bugs?”
“Bugs thrive on carnage, tiger. They consume, infest, destroy, live off the death and destruction of other species.”
“You were stung as a child, weren’t you?”
“Imagine a giant cockroach, with unlimited strength, a massive inferiority complex, and a real short temper, is tear-assing around Manhattan Island in a brand-new Edgar suit. That sound like fun?”

Much like the story of the film itself, the villain of Men in Black went through several different character iterations before the Bug of the final film emerged. In the original story pitch, the villain was a “religious alien zealot” — as described by Ricardo Delgado — named Yaz, plagued by a god complex that made him want to be worshipped; having landed on Earth, Yaz’s scheme was to build a human cult around himself.

In a later draft, Yaz’s character radically shifted into a genocidal sociopath — now a ‘Bug’ alien — with an army of his kind multiplying in Manhattan’s sewers. Having chosen Earth as his species’ next colony, Yaz’s first step was to eradicate an “infestation” on the planet — humans. In this draft, Yaz is a talkative villain with an overwhelming inferiority complex.

Following yet another story reconfiguration, the villain fundamentally became the Bug as the film portrays it. Extrapolating from an earlier Delgado concept of a parasite within human skin — originally reserved for Mikey — the Bug would be seen for most of the film wearing the human skin of a farmer — Edgar (Vincent D’Onofrio). The character maintained some traits of its earlier incarnation — like a marked inferiority complex — and shed others, such as Yaz’s complacent attitude. At this point, the last conceptual change happened in post-production: the Bug’s original purpose on Earth was to steal the galaxy to keep the Baltians and Arquillians at war — allowing its kind to continue feeding on its carnage. After the simplification of this subplot, the Bug’s scheme was to steal the galaxy to allow its species to wipe out and consume the Arquillian empire.

When the Bug crashlands, he snatches Edgar and emerges from the crater wearing his skin. A very extensive make-up had to be applied on D’Onofrio to achieve the desired effect. “I started out by learning how much abuse Vincent could take,” Baker said. “He had incredibly loose skin that he could move all around — which was great — and he had no problem with us stretching and pulling him, and then gluing him down in weird places. We attached silk to his face — very much like you do with temporary facelifts on actors and actresses to make them look younger — and ran the thread up through a silicon pate to a handle he could use to actually pull his own skin.”

The first make-up stage included gluing D’Onofrio’s eyelids down, as well as a neck appliance cast in loose silicone gel. Baker explained: the silicone gel was translucent and heavy, and made neat, very fleshy folds. It also handled a bit like liver — which made it difficult to work with. We made the neck piece oversized so it fit loosely and buckled like loose skin beneath his jaw line.”

Gelatin appliances devised by Kazuhiro Tsuji were placed on D’Onofrio’s cheeks to conceal where the eyes had been pulled down. Other pieces were applied on his eyelids. Eyebrows and beard stubble were manually applied, and hair was hand-punched into the head appliance. The make-up was completed with foggy contact lenses, decaying dental appliances, and plumpers inserted into the mouth to distort its shape.

In an act of mockery, the Bug pulls Edgar’s skin from the scalp, stretching his face into a hideous form. “I don’t know how the alien fits inside,” Baker related, “but we went for this ill-fitting look, as if this dead human skin was stretched over a form that wasn’t right. In the script, they had him adjust his neck a little bit to smooth the skin out, but I thought it would be cooler if he grabbed onto the back of his scalp and stretched his face really tight against this alien form underneath. So we went from this droopy, baggy, weird face to this really tight, stretched-out face.” The elaborate effect was accomplished with a shot of the actor in make-up that digitally transitioned to a Cinovation puppet head, thanks to a warping effect devised by ILM.

Several stages of decay appear as the film progresses: the hair, eyebrows and bear stubble become more and more sparse. The skin transitions to paler tones, with certain body parts — like the fingers — showing black highlights to portray necrosis. Later stages of the make-up show the skin breaking down and revealing portions of the Bug — namely, hairs emerging from the head and neck, and claws protruding from the fingers.

The make-up was also digitally extended in two instances. In the restaurant assassination scene, the Bug’s tail stabbing into the Arquillians’ necks was a digital insertion into the shots. When the Bug intimates Laurel to bring him to the world fair towers it threatens her by everting its mandibles. This effect was originally achived with a practical mouthpiece devised by Cinovation. Once it was shot, however, Sonnenfeld decided to go for a different action and requested ILM to replace the practical mouthpiece with modified digital mandibles. Both the tail and the mandibles were isolated and modified portions of the final CG Bug.

EDGAR
Put my hands on my head?

Edgar stares at him. Then flexes his arms, still encased in flesh. His giant pincers RIP free of the rotting skin.

He extends both pincers to the sides, and, my God, his reach must be twelve feet across.

Now the skin and clothes on Edgar’s legs begins to CRACK and SHRED. They BURST APART, revealing two hideous, doubled-over insect legs. The bug raises himself aloft on his legs.

He sucks in a deep breath of air, and now the rest of the Edgar suit goes the way of the arms and legs. The torso EXPLODES in great rendering of cloth and skin, and finally

Edgar’s head simply BURSTS apart, SPATTERING against the walls. Edgar now reveals himself as he really is: a hairy, bug-like exoskeleton, a scaly tail with a long stinger, a head like a cobra with elliptical eyes and a small nose, and two horse-like feet with three toes each.

He raises his pincers in the air, resting them on his head. The GALAXY hangs on a chain around his neck.

BUG
Like this?

-Ed Solomon, Men in Black draft, 1997

The Bug pulls Edgar’s skin camouflage away, revealing its true appearance. This sequence combined Cinovation’s make-up with ILM’s digital effects. Eric Brevig, visual effects supervisor, explained: “Rick made a breakaway back make-up that extended from Edgar’s head to his waist. The scene included two cuts: when Edgar first begins to tear his skin open, the camera is on his back and we see the beginning of what we’ll eventually learn is the tail of the big Bug revealed inside. For the front view, Rick did a separate make-up attached to the sides of Vincent’s face; and Vincent moved the entire piece with his face showing, as though it were falling away from his body. Underneath the make-up, he wore a bluescreen hood.”

The footage was composited with the digital Bug. “We then put the computer graphics Bug into the shot,” Brevig explained, “pulling up from behind the falling-away skin. The camera pushed in on the event, keeping the true scale of it a mystery — only that it was big. There was an intermediate cut where you could see things unfold, but couldn’t tell exactly what it was. That was nice, because it created a little suspense and gave the audience an opportunity to go: ‘oh God, that’s disgusting. What’s it going to look like?'”

Originally, the finale of the film involved a philosophical debate between Jay and the Bug — and the plan was to use both animatronics and digital effects. Designing the creature was an extensive process, as recalled by Baker: “In the script, Edgar was always mentioned as a Bug. There were numerous bug references throughout. So during the initial preproduction design phase, we did a lot of drawings that looked like bugs. But Barry Sonnenfeld and Steven Spielberg seemed to have another idea in mind, and the creature evolved into something decidedly un-buglike. It became a mix-and-match kind of thing — the legs from one drawing, the head from another, the torso from yet another. Eventually they approved a design that looked nothing at all like a bug, but rather more like a reptile.”

The selected design was an insectoid creature with a cobra-like hood and a cockroach-like head, with gangly arms and legs and a long, segmented abdomen ending in a hornet-like sting. Moto Hata crafted small-scale maquettes based on the concept art. As the creature had to talk, Cinovation was assigned the task of building an animatronic Bug that could effectively deliver the scripted lines. Baker recalled: “when the Edgar Bug finally came out of Vincent D’Onofrio, he had lengthy dialogue to deliver with this ridiculous bug mouth, so we built two big mechanical bugs that talked. I kept saying, ‘It’s going to be ridiculous when we hear a normal human voice coming out of this giant bug monster, but they said, ‘No, no, he has to talk!'”

Regardless of Baker’s concerns, construction of the animatronics started, and took months to complete from sculpting to mechanical assembling. The Bug was sculpted by Moto Hata, Eddie Yang, and Ryan Peterson; the sculpture was cyberscanned to create the full-size rendering out of milled foam, which was then refined manually. “We slaved over Edgar Bug to get it ready on time,” the artist said. “We built two highly-detailed 15-foot versions that were capable of all kinds of wonderful movement.”

Rob Freitas, part of the crew, also explained: “one animatonic was full tip of nose-to-tail, and walked; but the facial mechanics and arm mechanics were minimized. Then there was an insert Edgar built — from the waist up. No tail or legs. That one moved really well.” Both animatronics were mechanized by Mark Setrakian and his team. An additional head and appliances were also built for a shot of the Bug’s disembodied head hitting a windshield after its explosion.

Just when the animatronics were finished, Baker and crew were met with an unexpected outcome. Allegedly unbeknowst to them, the script had been rewritten following Sonnenfeld’s concerns on the original finale. “Each week I read the script,” Sonnenfeld recalled, “I got more and more nervous because I thought we were making an action adventure comedy with very little adventure. I kept feeling we didn’t have an ending to the movie: you don’t want the ending of your movie to be a debate between a Bug and Will Smith.” The climactic scene of the film was thus changed into an action scene, with Jay trying to stop the Bug from reaching the other spaceship.

The Cinovation crew was not informed of said script changes. “When we arrived at Sony on the day of filming,” Baker recalled, “we discovered that they had rewritten the script. They now wanted the puppeteers to perform some actions that were incompatible with the creature’s mechanical and physical capabilities. The tone of the film had also changed, and Edgar’s design no longer made sense. Unfortunately, the decision was made not to use him at all. They turned Edgar Bug over to ILM — which then went through a design and construction hell of its own.”

Baker was disappointed with the choice: “the way they make films these days, they get a release date and then constantly rewrite the script through the course of making the movie,” he said. “Meanwhile, we have start designing and building our stuff in preproduction because it takes a lot of time to do right. The night before we were going to shoot the scene with Edgar, they rewrote the scene again. At that point, Barry said to me, ‘I don’t think we’re going to use this.’ I was quite disappointed. But I’m sure it was ultimately the right decision for the film.”

With the script changes, ILM was tasked with redesigning the Edgar Bug to fit the requirements of the new dynamic finale of the film. Visual effects art director David Nakabayashi and digital model supervisor Geoff Campbell supervised the process — which started from the digital model of Cinovation’s original Edgar Bug. “We had already completed our CG version of Rick’s Edgar when the change was made,” Nakabayashi said. “The character was fully modeled and we were starting to get ready for shots — so it didn’t leave us much time to come up with an entirely new creature. We tried to make use of the model that existed in the computer, but we still had to do a considerable amount of redesign work on it.”

Collaborating with Carlos Huante and other concept artists, the ILM crew designed the final iteration of the Edgar Bug. Crewmembers Jean Bolte, Benton Jew and Derek Thompson were involved in the process. “They wanted the creature to look more mean and vicious,” Nakabayashi said, “and to accommodate the script revisions, he now needed to look like an insect and move like an insect.” Jean Bolte added: “the main thing we had to do was make him look like a cockroach, so that you could believe he was in some way related and sympathetic to a cockroach.”

The redesigned Bug now included antennae and an additional pair of legs, along with renewed insect-like chitinous details and colour patterns. The creature’s head was drastically reconfigured: its mouth shifted into cavernous fanged jaws complete with mandibles that could be everted from the inside of the mouth. Being an insectoid alien, the character could not be realistically endowed with an expressive, mammalian face; the crew solved the issue by endowing the Bug’s head with a fixed expression of anger, using sharply angular browlines. “The reason we did that was just for the end sequence,” Brevig said, “so he could just become completely enraged.”

Technical director Damian Steel related: “Barry wanted Edgar to be comical, yet menacing, with a lot of insect characteristics such as plating, antennae and mandibles. The eyes were a major consideration. They were based on beetles’ eyes, with a birdlike quality added to the detail. We included tiny plates to represent the compound eye of a bug, yet gave it giant pupils that would look focused so that audiences could follow where he was looking onscreen. The eyes made Edgar look somewhat comical, yet much more expressive.”

Digital modeler Wayne Kennedy, already responsible for the original Bug model, resculpted the creature while keeping the basic geometry of the model intact. Damian Steel was instead assigned the creation of digital systems that enabled the smooth and continous movement of the Bug’s chitinous exterior over its underlying components. The colour scheme included layers and patterns that faithfully reproduced the translucent quality of a cockroach. ILM animation supervisor Rob Coleman commented: “The Edgar Bug is a hybrid of a cockroach, a praying mantis and a scorpion. He’s cockroach brown and black, and really slimy — quite disgusting, but a lot of fun to work with.”

Once the Bug model was finished and ready to be animated, there was still the issue of how to make a 15-foot monster emerge from a man-sized shell. “The story has a lot of events that are physically impossible,” Brevig said. “They read just fine, but when you actually go to film them you have to resolve certain visual discrepancies — like Edgar Bug’s body coming out of Vincent D’Onofrio’s. We spent a lot of time discussing the problem. We had to lead the audience into believing it was seeing things that we weren’t really showing them — otherwise the impossibility of what we were presenting would have become immediately evident.”

Brevig and sequence supervisor Carl Frederick solved the problem through an appropriate use of cuts and close-ups. “When Edgar the Bug came out of Edgar the human,” Brevig explained, “we played some of that in tight close-up so you just saw a piece of it unfolding. We did a slight push in, and then switched to the reactions of Will and Tommy Lee. The rest of the shots were close-ups of different things unfolding — with lots of slime and ooze developed by David Meny — and more reactions from the guys. We made it enough of a montage that the audience never could judge the discrepancy in size. The implication was that Edgar was unfolding — like an insect coming out of an egg sac.”

The full, 15-foot tall Bug is seen for the rest of the scene. In animating the Bug, the ILM crew tried to echo D’Onofrio’s performance. Coleman explained: “I had all of the animators study Vincent D’Onofrio, who plays Edgar as a human being, and then we tried to echo certain ticks and twitches. We tried to get emotion out of our creature, but because Edgar was a bug, he had this hard carapace: we couldn’t get any expression from his face, so we had to dramatize his increasing anger with body poses.”

With the intention of retrieving his gun, Kay taunts the creature into swallowing him alive — another physics-defying moment. “Edgar has just come out of a human-sized character,” Brevig said, “and now he has to eat another one alive, without harming him. The secret to getting away with this was that we carefully planned it all out so that the physically awkward moments were hidden in the cutting.” The sequence was shot with the appropriate angles concealing the physical impossibility of the action. The Bug’s insides were silicone and latex filled with fluid.

Some of the Bug’s actions were deliberately comical, such as the roundhouse punch he gives Jay. “I kept wanting a roundhouse punch because I thought it would be very funny for an alien to do a similar kind of punch. At that point, ILM insisted Will’s body should fall in a different way, so they wanted Edgar to just push him away.” At last, however, Sonnenfeld convinced the digital artists to proceed with his version. “Not only they agreed to do it, but they did a great job,” he continues. “It’s an actual joke in the movie that was never intended.”

Jay hangs onto the Bug’s abdomen — a shot for which Will Smith jumped and hung onto a movable abdomen-shaped bluescreen foam element. “We built a little bluescreen set where Will could land and be shaken all over the place,” Brevig said. “We had four guys manipulating ropes on this teeter-totter, and Will was safety-cabled so he could be flung off it and not hit the ground. Then we chose the best take for performance, animated the Bug and tracked the tail section to the teeter-totter, so Will appeared to be barely holding onto its back.” The shot, Brevig’s favourite in the film, was completed by compositing both Will Smith and the digital Bug into a miniature set.

The creature is finally blasted apart when Kay uses the MIB gun from inside its guts. The initial explosion was done as a practical shot which was enhanced in post-production with digital effects. Brevig explained: “I asked Peter Chesney, who was the physical effects supervisor, to build a big exploding gut thing so that we could have that as a physical event that we would shoot. Then we put in the creature for that moment around it, as well as enhancing it.” Technical director Gregor Lakner used particle system software to create the explosion effects — with small liquid particles and large chunks of guts and flesh exploding and landing on the grass.

The Bug’s upper half is still alive after the explosion and attempts a last attack before being killed by Laurel. A practical slime explosion was filmed on set behind the actors, and was then composited with the digital Bug and a digital enhancement of the blast.

In its entirety, the digital Bug sequence meant additional reshoots and an increase of the film’s budgetof about 4.5 million dollars — but Sonnenfeld was more than satisfied with the final results. “In retrospect,” he said, “we all agreed it was the best four and a half million dollars we spent, because suddenly — action!”

Eric Brevig was very pleased with the work on the Edgar Bug: “the detail work, and the textures, and the performance as well as just the oozing skin and moist texture, those were all very new pieces of software. ILM had wonderful animators and our animation supervisor Rob Coleman did an amazing job. I think we all really enjoyed the character because his actions are so big, and sinister, and funny, it’s really a pleasure to do a character that’s sort of larger than life. Even though he is a big character, his performance is even bigger.”

For more pictures of the Bug and the other aliens, visit the Monster Gallery.

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