In just a few years, digital technology has transformed yet another long-renowned cinematic technique: the art of matte painting. Whether filling out the giant ape's jungle habitat in the 1933 King Kong, Scarlett O'Hara's Tara plantation in Gone With the Wind, or the fantasy landscapes in The Wizard of Oz, matte paintings--traditionally done on glass and combined optically with a shot's live-action elements--have been a part of movie effects vocabulary almost since the beginning. But in the words of Matte World Digital owner Craig Barron, such physically palpable creations are "becoming obsolete--a lost art."

One has only to look at several of this summer's big movies, including Gladiator, The Patriot, and X-Men, to see what's replacing them: a different kind of painting, "using a digital brush," says Syd Dutton, who was trained in the old school by one of the greatest traditional matte painters, Albert Whitlock, and who co-partners in the company Illusion Arts, Inc. Software and keystrokes have rendered the wonders of the recreated Roman Colosseum, as well as colonial Charleston. Though the images may have a bit of that tell-tale digital sheen, a flock of computer-animated birds, not to mention troops of Revolutionary soldiers, are thrown in at key moments to distract from any aura of unreality.

More importantly, the computer has freed up artists to work in dimensions that could only be suggested using traditional techniques. "The matte painting has been an excellent solution for static shots where the camera does not have to move through a scene," says Barron, who started his career at Industrial Light & Magic and formed his own Marin County company in 1989, and who has lectured at Siggraph and ShowBiz Expo on the subject. "Skilled matte cameramen could employ tricks to simulate camera moves by zooming, panning, and tilting. Still, ordinary matte paintings are two-dimensional artwork. They are limited to moves that don't change in perspective. The gift of computer graphic solutions to visual effects is that we can now move through the third dimension in digital matte paintings."

"Back in the days when I was working with Al," says Dutton of Whitlock, whom he assisted on the Academy Award-winning effects for The Hindenburg (1975), "a matte shot was a locked-off shot, and we could simulate moves by shooting on a bigger format called VistaVision, doing an optical move on this bigger piece of negative. The computer then became something that could drive the camera with motion control, moving past foreground miniatures to simulate 3D effects. That was a hybrid, and state of the art in the 80s into the 90s. Now we don't use that anymore; it's all in the computer."

And matte shots have grown ever more complicated in the digital realm. Describing Illusion Arts' work on U-571, Dutton says, "The Americans are being pursued by a German destroyer, and the boat they actually used was an Italian World War II minesweeper. It looked more like a psychotic tugboat. So [effects supervisor] Peter Donen asked if we could make it look bigger and meaner. The sketch artist started combining looks based on German and Italian boats, and we replaced all the shots with this new boat, with animated characters on top." Handheld shots of the boat bobbing in the water had to be matched, and when the fighting starts, Illusion Arts created some of the explosions and blended artificial smoke with live smoke. "Peter shot ships blowing up, but because we had altered the boat in other scenes, we had to alter it in this scene," Dutton explains. "Also, Jonathan Mostow, the director, found an aerial shot of a boat blowing up that he wanted us to emulate. So we essentially created that from scratch."

Advantages abound to moving this process into the digital arena. "With traditional 'original negative' matte paintings, there might be only two takes to work with," says Barron. "If you made a mistake on the original negative, you 'screwed the pooch.' The risk of damaging the negative was removed in the digital process." Speed and accuracy are other virtues. "It's much easier to match the digital matte painting into the live-action scene because you can sample colors on the computer and apply that color to your painting," Barron continues. "Before this process, it could take several days of repainting the matte line and doing camera tests to see if the match was acceptable. The next important advantage is that the digital matte artist can use real photographic elements as textures to create imagery." An example of this at Illusion Arts is photographs of Santa Barbara that Dutton collaged with his paintings to come up with the hacienda for The Mask of Zorro.

Barron continues, "But most important is that we can now create 3D matte paintings; we can move the camera through a digital matte environment and see all the proper perspective changes that you'd expect from a real camera shooting the scene."

All these wonderful abilities haven't precluded resistance on the part of traditional matte artists, however. "I hate change," Dutton confesses. "Especially when you've spent a good part of your years learning a craft, and suddenly it's all out the window." Dutton, who received a masters in art from the University of California at Berkeley, started in the Universal Studios mailroom and then moved over to the matte painting department, where he was trained in Whitlock's impressionistic style, and won an Emmy for the TV movie A.D. After the veteran artist retired in 1984, Universal closed down the department. Dutton and his partner, matte cameraman Bill Taylor, ASC, bought the studio's matte equipment and formed Illusion Arts, employing many of the artists they had worked with at Universal.

Illusion Arts quickly became the effects house for the 1980s Twilight Zone series, and also made its name with matte paintings and other effects for more than 120 films, including the Addams Family movies, Cape Fear, The Age of Innocence, The Birdcage, The Jackal, Stuart Little, and U-571, as well as dozens of TV shows and commercials. "Bit by bit, we started using the computer more and more," says Dutton. "Age of Innocence was the last time it was all done by hand; on Addams Family Values, we added our first animated bird. On The Shadow, we were back and forth--sometimes we'd do a painting, and then we'd do it on the computer, and then we'd try to composite them. Sometimes we thought we could do it in the computer, but we didn't have the software or the hardware to do it."

Finally, after the company got through this painful transition period, "What I realized, of course, was that everything I'd learned wasn't out the window," says Dutton. "Composition, color, and all those other things still applied in the computer world. Although for me, it's easier to start traditionally, because I think with a brush."

A large-scale matte shot of 19th-century Bangkok in Anna and the King derived from Dutton's traditional painting, for example, which was then scanned into the computer and finished digitally. While he has become proficient on the computer, most of the Illusion Arts staff artists take digital painting for granted as one of their basic tools. "Watching a guy who learned to paint on the computer is like watching somebody on a harpsichord,"says Dutton. As can be seen in a sophisticated 21/2D, or multiplane composite shot, like the one that swoops down a studio street and finds the title character's house squeezed between two Fifth Avenue buildings at the opening of Stuart Little, Illusion Arts has managed to combine the best of traditional and digital worlds.

Barron's transition to computers was perhaps made more easily. He walked into ILM in the late 1970s with an animation reel, and earned his first credit there as camera/painter assistant on The Empire Strikes Back. His last was as director of matte photography on the 1988 Willow. "After my 10th year at ILM, computers were just beginning to be a practical tool for creating imagery," he says. "They were becoming more accessible to artists because more attention was going into the development of graphical interfaces that designers could make images with. I realized that I wanted to take some time off and learn more about what computers could do in the field of visualization. I guess I made the right choice because my position at ILM, as well as the matte camera department, no longer exists."

Matte World churned out superior work for Arachnophobia, Bram Stoker's Dracula, and Batman Returns (an Oscar nominee for visual effects). Paintings for these films were primarily traditional, but gradually, as at Illusion Arts, the computer seeped into the process. Soon afterwards, Matte World became Matte World Digital. "We retrained ourselves by learning how to use new digital tools to create our images and composite them with live-action photography on the computer," says Barron.

Bringing itself up to speed, the company expanded on the art department's downtown Seaside set in The Truman Show, for example, using a wireframe grid and texture mapping to add stories to buildings, and painting in a river on the film's Florida location to turn it into an island. This is an example of what Barron calls a "digital backlot," in which a place like Seaside, or the extensive 1920s Chicago street set in The Newton Boys, are concocted by compositing real elements with digital paint and 3D digital elements. The company also created a digital Tibet for Kundun, squeezing and stretching the Rocky Mountains to Himalayan proportions, and it conjured clouds, lightning, rain, and night skies with stars and fireflies for The Green Mile. "Creating environments with digital paint and computer graphics is our specialty," says Barron. "We don't do CG character animation, which is the focus of many special-effects companies today. Because creating environments is our focus, our skill and ability to imitate reality are honed to a greater degree."

At Illusion Arts, Dutton says different employees have their specialties; Dave Williams, for example, is the main composite artist, while Fumi Mashimo is the chief animator. At Matte World Digital, says Barron, "Every person here is a principal part of the process of creating a shot; what makes them special is their talent, skill, and ability to work within the team structure of the company on multiple shots simultaneously. Our process is not departmentalized like most effects companies." He notes that his company and Illusion Arts are the only two companies specializing in matte painting that have survived the transition to the digital realm. Though sometimes the companies vie with each other for projects, it is a friendly competition. Illusion Arts and Matte World Digital even joined forces to create the matte shots for The Shadow.

Of course, as with most jobs in Hollywood, there are a substantial number of matte painters who work independently. Michael Lloyd, the matte supervisor on Roland Emmerich's The Patriot, is such a freelance artist. Earlier in his career, Lloyd worked as a production artist on Raiders of the Lost Ark, and then took over as director of visual effects at Buena Vista Studios, where he earned an Oscar nomination for his work on Return to Oz. "There were seven departments there, and basically those seven departments have been replaced by the digital world," says Lloyd, who left Disney after completing work on Dick Tracy in 1990.

"Actually, I didn't make the digital switch as soon as I should have," the matte artist says. "When I left Disney, I went into commercial directing, and it bothered me to stand there looking over the shoulder of a hairy artist or someone else doing something I felt that I could do better. I went into digital, and the phone started ringing. I really enjoy it, especially from an independent standpoint. It gives you more freedom to think, more time with yourself to figure out what it is you want to do. And you stay off the freeways."

Lloyd was hired by the effects arm of Emmerich's company, Centropolis, where Stuart Robertson is the visual effects supervisor on The Patriot. The matte painter's role is just one of many creating the illusion in this epic Revolutionary War tale of a battle-torn, 18th-century South Carolina. "When Stuart and I first talked, his explanation of what he wanted was a bit of a cross between Gone With the Wind and Saving Private Ryan. It's a pretty realistic historical picture, but we treated it like a painting from a lighting and composition standpoint."

Live-action footage for the film's city scenes was shot in Charleston. "A large percentage of what we shot was thrown away," says Robertson. "We were using the middle of the street in most cases, I think. Then we gave the plates to Mike and said, OK, extend the thing out to the horizon." From production designer Kirk M. Petruccelli's research on 1770s Charleston, says Lloyd, "There were also illustrations, so you take what you're looking at on the illustration and match it with what Stuart shoots for the live-action plates."

The battle scenes, shot near Rock Hill, SC, were generally more complicated. Hundreds of extras and re-enactors were used on both the colonial and British side of the conflict, but the battle sequences were to encompass up to 10,000 soldiers. Centropolis head of production Aaron Dem devised proprietary software to create digital soldiers based on four templates for each army, and used motion capture to provide a seemingly infinite variety of movements. The CG characters were then woven in with the actual soldiers, and the blended troops fight in three dimensions for Emmerich's kinetic cameras. "It was all wild cameras that had to be tracked, with no bluescreen or greenscreen," says Dem. "Everything had to be rotoscoped, including all the practical explosions on the field, and then composited back in."

Composite supervisor Conny Fauser says, "What's really great about Michael is he delivers matte paintings in several layers--background, middle ground, and foreground. We have to track the camera, and apply that tracking to his matte paintings. If we look at the sky, there are different layers of clouds, and sometimes he had to supply really big clouds. One of the shots Caleb Deschanel, the DP, did is 360 degrees, and the camera cranes out, so it's multiplaning with foreground and background. Michael has to think ahead and deliver a sky three times the frame size because you pan all the way around."

Working on a Macintosh platform, Lloyd's software includes PhotoShop for painting and various 3D packages, including Adobe AfterEffects and Strata. Illusion Arts also employs PhotoShop, AfterEffects for compositing, and ElectricImage to run 3D programs. For the numerous water mattes in U-571, the company used a software program called Erte. Though Barron says he is loath to discuss software because of Matte World development deals that are in the works, in the past he has used PhotoShop, SoftImage, 3D Studio Max, and Maya software for 3D animation. Matte World has networked multiple platforms, including Macs, SUNs, PCs, and SGIs.

"There is very little CG software that helps you make realistic environments for film," says Barron. "There is more in the way of architectural or scientific visualization software. But it doesn't really matter what software you use--it's still the artist who makes things look good. From traditional matte painting to digital matte painting to complete rendering of simulated environments, it's always going to be important to have people with an aesthetic sense and ability to be in control of the tools. You develop a look based on a concept you have in mind as an artist versus relying on the computer to give you something that may not be right."

Barron also says there is not nearly as much true 3D computer imaging in movies as people may think. Far more common are 21/2D techniques of lining up virtual and live-action sets using wireframe grids, and creating custom texture maps with 2D paint tools that will then ride on the wireframe as the camera moves through the scene. Most 3D rendering programs leave something to be desired, Barron says. "They save rendering time by not simulating all the ways that light energy would be distributed in the world." Matte World did manage to create believable lighting for a complex three-dimensional shot of the Las Vegas Strip circa 1970s for Martin Scorsese's Casino, using ray tracing to mimic the direct glow from the digitally matted signs and lights, and radiosity to simulate indirect illumination.

On X-Men, visual effects supervisor Michael Fink approached Matte World Digital with an unusual suggestion to accomplish the digital matte paintings. "Due to an accelerated shooting schedule, he knew that he'd need to have most of the matte shots created in a short period of time, towards the end of production," says Barron. "So, rather than create 2D digital matte paintings from scratch for each angle, he came up with the idea that we should create an entire 3D virtual environment of New York City that could be used over and over for any angle they needed." The film's exteriors were shot on stages or locations in Canada, so Matte World Digital had to contribute the New York skyline, including the Statue of Liberty.

"When it was known what shots were needed," Barron says, "we set up our CG camera with the appropriate lens, camera elevation, angle, and so on, and rendered the rest of the background in CG." This worked so well that a scheduled New York location shoot was canceled, freeing up money to flow elsewhere in the budget. "The complete New York environment also let us create shots that looked like they were photographed from a helicopter. We created shots that we had no idea they needed until the end of the show. We even rendered some backgrounds for other effects companies working on the film. I would get a call from Fink saying he needed a shot from the top of the Statue of Liberty, looking up river with a 30mm lens. We'd then provide him with that view, as if a camera were actually there, and photographed it."

Increasingly, producers are expecting the impossible, or at least the unprecedented. On Gus Van Sant's shot-by-shot remake of Psycho, for example, preview audiences expressed dissatisfaction with the amount of blood gushing from Anne Heche during the shower scene. Illusion Arts built a model of the actress' back with extra stab wounds, and tracked it onto the already-existing image. Says Dutton, "You don't want to say no for three reasons: one is ego, two is you want to see if you can do it, and three is you don't want to disappoint the client."

Often still, the work of the matte artist is virtually undetectable. The Truman Show is a good example, as is the shot of Eddie Murphy running through freeway traffic in Bowfinger, a shot Illusion Arts created by compositing real traffic and whizzing 2D trucks with an expertly pantomiming actor. Traditional techniques are still occasionally used: Matte World Digital supplied an old-fashioned painting of the Carpathia ocean liner to the Titanic production; Illusion Arts created clouds with cotton for both Six Days, Seven Nights and Mystery Men.

Mostly, though, the art form is something Al Whitlock, who died last year, or his contemporary Peter Ellenshaw, who is still alive, would hardly have recognized in their heyday. "I remember I saw a presentation with Al 20 years ago by one of the first guys to do CG work," says Dutton. "He was using a high-end computer, and it was mind-boggling, but crude. Leaving the theatre with Al, he said, 'Well, that's something you don't have to worry about in your lifetime.' What we were seeing was so crude, it was hard to believe it would advance. Who could imagine that today you can buy a $2,000 Mac or PC and do much more than this $1 million Cray could ever do?"

As he goes through the traditional matte paintings--a New York rooftop skyline for The Butcher's Wife, a house whimsically laid on its side for Mel Brooks' Spaceballs--in storage at Illusion Arts' new Van Nuys facility, Dutton points out the downside of all this: "It means I don't paint as much." His artwork does adorn the company's walls, and one actually turned up more or less as-is in What Dreams May Come, as Robin Williams realizes he's in the purgatory of his dead wife's painting. But at this point, the artist says, "I'm painting, as Albert liked to say, for my own amazement.

"If motion pictures are like a Renaissance court," Dutton continues, "Al and Peter Ellenshaw were like the Raphaels and Michelangelos. The whole process was about you, and you had control of your world. With a computer, if you have a sense of composition, and if you use PhotoShop to collage, it's not quite the same elitist thing." But there are compensations, of course. "I'm able now to do things that when I was with Al, we could only dream of doing."