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12 cgw m a r c h . a p r i l 2 0 1 6 "bibles." In addition to Bayley, Overall Animation Supervisor Andy Jones worked at the studio for much of the project. "We were so lucky to work with him," Bayley says. "Oen we hear feedback on a project secondhand or thirdhand. It was helpful to have him here; he's a very talented animator. It was motivating to have someone of his caliber in-house." The challenge for the an- imation team was to create believable performances for animals that, by nature, vocalize but don't speak dialog. "Andy Jones kept taking us back to the sensibility of the film," Legato says. "If it were real, how would you shoot it? So, if an animal could talk, what would it look like?" Thus, rather than relying on motion capture for facial expressions and lip sync, the animation team turned toward photographic reference. "We looked at the way the animal's mouth moved when eating or chewing, to see if we could incorporate that detail," Bayley says, "at the way they vocalize, lick lips, and groom, as well as their breathing patterns. When they pant, you can see it in their throats and diaphragm, and we could incorporate that movement with dialog to help sell the idea that the character made that noise." The team amassed a large library of animal reference, including facial close-ups. They had video footage of the actors doing voice recordings and of the actors in other films. And, they referenced studies of ani- mal behavior. Animators would sometimes get approval from the director on performances based on reference footage and combinations of reference that they found. "Sometimes, we matched reference second by second," Bayley says. "It's difficult to stray from the reference and still have the same weight, but we also had to adapt." Legato adds, "At first, the animators nailed each mouth fluctuation. But, people don't enunciate every syllable. When we tucked it back, it became more believable." The most difficult animals, according to Bayley, were the snake Kaa and the bear Baloo. "A snake is not inherently ex- pressive," Bayley says, "so it was a massive challenge. We didn't want to introduce things that don't exist onto that face." The bear presented the other side of the coin – an animal that is somewhat anthropomorphic by nature. "Baloo was the most lively and had the most range of emotion," Bayley says. "We found some fascinating footage of bears. Their range of emotion in their mouth is incredible. And, there's so much character in Bill Murray's voice, so we wanted to keep the sense of him. But you want to believe Baloo is a bear. So, that balance was the most difficult." Once the director approved the animals' performanc- es, the characters moved into technical animation – techanim – for secondary muscle and skin movement, and for fur and hair grooming. "Ben Jones completely rebuilt how we do muscles and tissue," Valdez says. "He created new ways for the muscles to react to physics and interact with each other, and new ways for the skin to receive information from the muscles. We had multiple influences to manipulate fine details in the skin. Ben worked a lot with the character modeling and asset departments." Rather than rely on dis- placement maps for detailed textures, modelers built those details into the models. "In the past, we created wrin- kling via displacement maps," Valdez says. "We shied away from using geometry due to ALL THE ENVIRONMENTS ARE CG. A TEAM TOOK 20tb OF PHOTOS AT 43 LOCALES IN INDIA TO PROVIDE REFERENCE AND PHOTOGRAMMETRY.