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Star Wars Episode II: Attack of the Clones

by Larry Blake

Other films may have bigger budgets, bigger stars. They may even have bigger opening weekends. But no film series has gripped the imagination of moviegoers worldwide, decade after decade, like George Lucas’s Star Wars, which accounts for four of the 13 most popular films of all time.

While the latest installment would have the attention of moviegoers were it shot on Super 16mm film, this summer’s Star Wars: Episode II Attack of the Clones will forever be known as the film, er, movie, that brought stem-to-stern digital cinema to the public’s mind. It’s not the first film to be shot on high-definition tape, not the first to feature totally digital characters, and not the first to be exhibited widely in theaters digitally. Then again, neither was Star Wars (1977) the first film mixed in Dolby Stereo or the first to use motion-control  photography. It only feels that way in our collective memory.

Work started on Episode II while its predecessor (Episode I: The Phantom Menace) was still in theaters back in 1999, and it followed a similar schedule–long pre-production, followed by a three-month shoot, followed by a 20-month post-production schedule, which included planned reshoots. Back again with Lucas behind the camera were producer Rick McCallum, composer John Williams, re-recording mixer Gary Rydstrom and sound designer/picture editor Ben Burtt.


Although the previous four Star Wars films have used soundstages in England as their home base, this time McCallum and Lucas assembled their forces at the new Fox Studios Australia in Sydney.

Comments from Lucasfilm that Episode II would be shot on high-definition video notwithstanding, there were Panavision 35mm film cameras in Australia as backup. However, after much testing, it was decided before the start of principal photography in June 2000 to shoot on 24p high-definition tape utilizing Sony/Panavision CineAlta HDW-F900 cameras. And, indeed, not a frame of film was shot.

CineAlta cameras record in the 16x9 HDCAM format (1,920x1,080), although the image was cropped to a 2.40:1 widescreen ratio. The area above and below the 2.40 extraction area was available for Lucas to reframe the picture as necessary in post-production.

During shooting, they would record two tapes for each hi-def camera (and most of the time there were two), one in the camera and one in a deck. Clones were made during lunch and at the end of the day, resulting in triple redundancy. A Digital Betacam downconversion, for the picture department to load into their Avid, was made at the same time as the clone.

The disadvantage of filming high-definition, or at least the way that it was implemented on Episode II, was the amount of noise-producing equipment added to the set: plasma screen monitors, HDCAM decks, hard drives, associated video testing gear, etc. Supervising sound editor Matthew Wood says, "There was a constant drone. I brought [dialog re-recording mixer] Michael Semanick in early to see how much of the noise we could get rid of. Most of it we could, but sometimes we had to loop lines because the noise was dynamic and broadband. As the 24p technology evolves, I am sure it will become more like a broadcast HD setup, with the equipment in trucks parked outside the set."


Wood decided from the start that he wanted to do the whole show in 24-bit, including the dialog and sound effects units. (Episode I was mixed from 16-bit sources, except for the music.) This raised many issues, based mainly on the fact that Avids do not support 24-bit audio and that they would be shooting at the 23.98 frames per second rate. (The 23.98 rate allows for all of production and post-production to occur on the same "timebase": A minute during shooting would be the same length as a minute during sound editing or mixing to NTSC picture.) In addition, Wood investigated file formats (Broadcast .WAV, .AIFF or Sound Designer II), the handling of file metadata and how to import the data into Pro Tools.

After testing various 24-bit nonlinear field recorders, Wood decided on the Zaxcom Deva II, which was used in conjunction with a Zaxcom Cameo digital mixer.

Production sound was recorded by Paul "Salty" Brincat, best known to Mix readers for his work on The Thin Red Line. In order to provide a level of comfort and backup, he actually used two complete production systems–his old faithful Audio Developments 409 mixer feeding a Fostex PD-2 timecode DAT deck, plus the Zaxcom combination. The rates on both decks were 44.1 kHz, while the Deva was recording 24-bit .BWF files. The master clock for the film was provided by ILM, whose 29.97 fps nondrop timecode was used to jam both recorders and the Denecke timecode slates.

The 409 provided microphone powering and preamplification, with post-fader direct outputs on all faders feeding the eight inputs on Cameo. This enabled Brincat to separately bus and combine microphones across the Deva’s four tracks. The 2-track mix from his 409 fed the high-def video cameras and decks and the Fostex. The Deva would download to the backup DVD-RAM during breaks, a process that Brincat says went smoothly.

Brincat notes that the noises on the set, including wind machines and mechanical devices, made it "a difficult film to record sound on. George shooting wide and tight [simultaneously] makes it almost impossible to use boom microphones. You can only do so much before getting in the way of the picture."

His primary stage microphones were Sennheiser MKH-50s and 60s, while on exteriors he used trusty Sennheiser 416s or 816s. Working with Brincat were his boom operator, Rod Conder, and Ben Lindell, cable man.

The decision to record 44.1 kHz during production allowed Wood to import the 24-bit Broadcast .WAV files from the Deva’s DVD-RAM backup without any sample rate conversion. Brincat’s Cameo mixer would encode disk name and scene/take numbers into the metadata, and Gallery Software’s Sample Search enabled Wood to export the Broadcast .WAV files from DVD-RAM to Sound Designer II files in Pro Tools, using the metadata as file names.

Because picture assistants used the same nomenclature for takes in the Avid, when Wood received EDLs from the picture department, it was easy to link the 16-bit file digitized into the Avid from the Digital Betacam downconversion and the 24-bit file in Pro Tools. Wood and first assistant sound editor Coya Elliott created a Filemaker Pro database to link the two. First they gearboxed the Avid files into Pro Tools (from the 16/47.952 standard to 24/44.1), phased them, and then trimmed and AudioSuite-duplicated the Deva files in Pro Tools so that they were the same length. When the sound department would receive OMF compositions from the picture department, Wood and Elliott used Gallery’s Session Browser to re-link, using the Filemaker database. ADR recordings underwent the same treatment, so that any editing by Burtt in the Avid could be traced back to the 24-bit Pro Tools files.


Ben Burtt’s assistant picture editor Todd Busch went back to Skywalker Ranch from Sydney in September 2000, while production continued in Italy, Spain, England and Tunisia. Joining Busch on the crew were Jett Sally, who had worked on Episode I, and Cheryl Nardi, who had met Burtt on the Young Indiana Jones Chronicles. The Episode II Avid Film Composers were in the Main House at Skywalker Ranch. They shared cuts with the visual effects division, Industrial Light & Magic, by consolidating media to removable drives, or via shared drives over the Ranch T3 network.

Outside of Burtt’s obvious contribution to the Star Wars films via his sound effects, Busch notes that "it’s so hard to imagine anyone else cutting picture. George and Ben have a unique relationship. They’ve been at this for over 25 years. When they start working on a scene, Ben references his huge library of movies to assemble the various scenarios George comes up with. When I go back and look at Ben’s first pass on the speeder chase or the platform fight or the arena battle, it’s like getting a little lesson in film history." (Lucas first used this technique 26 years ago when making what we now refer to as Episode IV, cutting World War II dogfight footage for the big aerial battle over the Death Star.)

The first big screening of the film, with the production track plus temp music and a few rough sound effects, was in March 2001 and marked the turnover of picture to ILM in anticipation of first reshoots in April. As cut reels were received, the ILM editors would decompose the reels and then make an EDL for each track, which was then imported into a FileMaker Pro database that produces a master list of all necessary plates. ILM would then digitize the shots, with eight-frame handles, from the master HDCAM tapes. (In the process, according to Lucasfilm technical director Mike Blanchard, they were going from the 8-bit YUV HDCAM color space to the RGB 10-bit color space preferred by ILM.) These resulting files took up approximately 7.9 megabytes/frame on the ILM server. Every sequence in the movie was given a three-character letter code (which has been standard on all Star Wars films), and each shot in a sequence was assigned a three-digit number. ILM added a five-digit "PTS" (Production Tracking System) number that was unique to every shot in the movie.

There was one area where the new technology had little effect: picture changes. Burtt says that there were just as many changes as in the past: "George has never limited himself to saying ‘the picture’s locked.’ We had to lock the picture weeks earlier in order to have the worldwide release in every language. The time it takes to finally put it on film is a tedious process. [See "Getting the Image to Theaters," p. 88.] The fact that it was shot digitally affected primarily the production and exhibition process, but not editing."

The first four reels were locked by Christmas 2001; Burtt says that recutting of them was only done for technical considerations–"a shot might not have looked good, or a special effect wasn’t working well." Indeed, every shot in Episode II is a special effects shot, in that some amount of compositing or repositioning was done to the original production footage.


Burtt started work in early 2000, and when he finished in mid-April 2002, he had been on the film for 26 months. In addition to picture editing and sound design, he also had his hands full directing second-unit photography. As early as the previsualization in early 2000, shooting and putting sequences together on videotape, Burtt was "always thinking of sound. There was a period of about a few weeks prior to going to Sydney when I put together a library that I wanted to use. I went there with a few CDs of sounds, and even back then there were a few scenes that I cut back in Sydney to which I added music and sound effects. Being a Star Wars film, it was best to evaluate it as a movie. Sound was never out of the picture."

Eventually, Burtt turned his attention full-time to creating the sound, though he admits that he did less sound editing personally than on previous movies, giving more latitude to his editors on the spotting of scenes. "In the past, I might have really specified to the editors each laser hit and each explosion; here, I tended to work more on giving them menus to choose what they liked from this set of materials. They would then go through the library and make choices that they would audition for me."

Throughout his 27-year involvement with the Star Wars films, Burtt has been depicted to the public recording sound effects, from striking high-tension wires in the mid-‘70s to moving an electric razor in a bowl for Episode I on the TV show 60 Minutes. He says that "those examples are harder to come by on this film because I didn’t record or create as many things that were relatively simple examples of what you can do at home in your kitchen! Much of what I made was complicated composites on the [Symbolic Sound] Kyma and on the [SampleCell] keyboard–techno-based rather than the old tabletop of sound effects devices." (See "Ben Burtt on Sound Design," below.)

Having said this, Burtt does note that much of the Zam speeders, in the reel 1 chase in nighttime Coruscant, were made from musical instruments, including electric guitars, cellos and violas. The infamous electric razor was also brought into play to vibrate viola, harp and bass strings. "I was thinking that it was traveling magnetically, it was being pulled along the streets with changing magnetic fields rather than by self-propulsion."

Because Burtt was in the "danger zone" of making tonal sound effects for the speeders, he had to be careful of the interplay with John Williams’ music. "I originally did a temp version of that mix, using nothing but musical sounds for the speeders. My thought was that the music score would be percussion-based, along with tones for the ships. I temped it that way, but John Williams didn’t quite do that, and his heavy orchestral piece necessitated rethinking the tonal aspects of the vehicles. In some cases, the musical tones that I made conflicted with the orchestra. Which was a disappointment for me, because I wasn’t able to push it into a new area. My reasoning was that we’ve done an awful lot of high-energy chase scenes, and I wanted this to be offbeat and strange. But it didn’t really happen."

During this project, Burtt went back to original Star Wars library and redigitized some of it yet again, this time at 24-bit resolution. Although Skywalker Sound has upgraded the facility to a shared FibreChannel system in which sounds are pulled from a centralized server both in edit rooms and on mix stages, Wood and Burtt organized Episode II editorial around "sneakernet" local drives, primarily for security purposes.


In December, re-recording mixer Semanick took a look at the initial dialog tracks on a mix stage at Skywalker with Matthew Wood and Lucas, in order to help them prepare for ADR recording. Semanick wanted to be sure to get everything that they might possibly need, just to be safe. "My philosophy is, ‘You can always throw it out,’ and George would say, ‘If you’re going to throw it out, I don’t want to do it.’ But you don’t know that until you get into it. The dialog tracks haven’t been built yet. Maybe the backgrounds or the music will mask the noise. In this day and age, it’s better to be safe." Semanick estimates that about 45% of the dialog in Episode II is from production, perhaps an all-time high for the Star War series.

When it came time to start his dialog predubs in early February, Semanick was able to put Rydstrom’s background predub in the monitor as a guide to how far to go with processing.

Once a reel was premixed, Semanick made a separate pass for dialog reverb, and he would pick and choose among Lexicon 480, TC 6000 and even worldizing courtesy of speakers and mics in the basement of the Tech Building and outside on the grounds. Semanick took note of the programs and settings that he used to aid his fellow mixers in the foreign-language mixes (see "Day-Date Worldwide Release," below). Notes were also kept for pitch changing, although that would be more language-dependent. While acknowledging that he could be "giving away secrets," Semanick says that in the long run, "there aren’t any. You just do to taste what you think sounds great. People’s tastes are different, and if George likes it, and Ben and I like it, then it’s good. If everyone hates it, it’s bad!"

All told, he spent approximately 15 days on the dialog, recorded as five 8-tracks: one for production dialog, one for ADR, one for creatures, one for loop group and another (split as separate 5-channel and 3-channel [LCR] groups) for the reverb returns to allow for flexibility during finals.

Rydstrom split his sound effects among ten 8-channel premixes, plus two Foley premixes. While the first seven channels followed his normal layout for Dolby Surround EX mixes (L/C/R/LFE/LS/CS/RS), the eighth channel was a recent development that Rydstrom made with Skywalker engineer Jerry Steckling. Steckling designed a matrix to pick off frequencies sent to the three surround channels below a certain point and record them on a separate boom channel during premixing. Rydstrom says: "By keeping the low frequencies from hitting the surrounds, this made for a cleaner surround track. We could regain some of the low end [that would be lost with small surround speakers]. The big benefit is that it keeps surrounds from overloading, from reproducing information that they can’t handle. For a film like Star Wars with a lot of spaceship-bys, it’s good to have something doing that automatically for you." During final mixing, Rydstrom folded the eighth track into the LFE track as necessary. This surround/sub band-splitting is, of course, similar to the way DTS splits the surround (and was indeed used as far back as 1980 for select engagements of Altered States).

ILM composed a high-definition version of the film off of their server to give Mix A at the Ranch the best of both worlds: nonlinear playback but at highest resolution. The conformed picture was output from the data files to Sony HDCAM tape, which was then transferred at the Technical Building on the Ranch to the Avica MotionStore. The HD image was only available for reels 1 through 5 during the mix, because reels 6 and 7 were undergoing so many changes.

The only downside to the HD projection that Rydstrom could come up with was that it was like mixing to a beautiful answer print the whole time. "You never had the step in going from an ugly picture to a beautiful picture, where you say, ‘This sounds great!’ It was wonderful for lip sync, to see all that detail."


The final mix of Episode II started on March 4, at which point Rydstrom and Semanick were joined at the Neve DFC by veteran L.A.-based re-recording mixer Rick Kline, who would be handling the music. This schedule was in contrast to so many movies these days, where final mixing and premixing overlap, and multiple stages are working simultaneously at the last minute. "They schedule enough time so we don’t have to do that," says Semanick. "George locked the picture early enough so that we’re not beating our heads against the wall trying to finish it up at the last second, which I think is pretty smart if you can plan it."

Lucas was not able to be there for the predubs and began each reel at the final mix (after a play-through with faders at zero) by soloing the dialog. He would then make ADR and reverb selects, often asking for more worldizing. "Although there are great programs available for both the 480 and the TC [6000], sometimes worldizing is more noisy and raw. A little grit never hurts," says Semanick.

Lucas would then have Kline solo the music and would pick through it, commenting on transitions and places to drop or change cues. Effects did not, as a rule, undergo this "solo microscope," presumably because Lucas had heard effects throughout the picture editorial and temp dub process.

Excepting one playback of the first four reels, the first screening that Lucas and the crew had of the whole movie was only days before the end of the final mix on Saturday, April 13. This and another screening that week for friends produced 12 pages of notes from Lucas that were addressed over the last days of the mix.

Many of these notes revolved around dialog intelligibility issues. Lucas had asked those attending the second screening to let him know if any dialog wasn’t clear. Semanick, being the dialog mixer, remembers with glee Lucas’ mantra during the final mix: "Everything is subservient to dialog."

Music was recorded by Shawn Murphy at Abbey Road Studio One in London, the site of the Episode I recordings three years earlier. With 14 sessions from January 18-26, Murphy recorded to two 2-inch Dolby SR-encoded 24-tracks. The mix was done simultaneously to Pro Tools via a 2-inch 16-track, including a 5.1 main orchestra and 3-track (LCR) groups of synth, percussion and choir. Kline says that the music was "wall-to-wall-to-wall," absent for only a few minutes and playing "full tilt" for most of the time.

As to the challenge of weaving all of this music around dialog and effects for 142 minutes, Kline says that his work was made easy not only because of the composing of John Williams, the masterful editing of his longtime associate Ken Wannberg, and the excellent recording by Shawn Murphy, but also because of Rydstrom’s deft handling of sound effects. "Gary is such an incredible mixer. He has a real sense of the music and is very tuned-in. He’s forever creating space to allow textures of the music to come through. It was such a treat to work with his and Michael’s talents. I think it came out to be a very good blend [of dialog, music and sound effects]."

Williams had composed the film to the edit as of last December, and as a result extensive editing was required to conform the tracks for the final mix. The smallest number of fade files in Wannberg’s Pro Tools sessions for a reel was 7,000; most reels had from 12,000 to 14,000. Kline remembers assistant music editor Steve Galloway asking him for some heads-up to reel changes, since sessions sometimes took 20 minutes to open!


Rydstrom says that Episode II was organized so well in post-production that, by the time they got into final mixing in March, most reels were "almost 100 percent complete and never changed." The one exception was reel 6, which was 1,812 feet and 6 frames full of some of the most intense and busy action sequences ever put on the screen. Reel 6 is traditionally the big action reel in the Star Wars series, but Rydstrom says that this one was so big "it was as if you had taken the previous four Star Wars movies and projected them on top of each other. I would be crawling through the film frame-by-frame and asking, ‘Which laser did you mean this one for, Terry, the 15th on the left of this frame?’"

Todd Busch remembers that reel 6 didn’t exist in anything resembling its current form before last July. "The original script was vague about what occurs outside the arena. In May and June [2001], George put the art department to work, and in July the Clone War got fleshed out with animatics."

Although the monster fight in the arena was originally scored, music was dropped at the final, which meant Burtt had to rethink a three-minute sequence because they had premixed it "in context," against the music. "Music had been end-to-end in the reel, but we thought that it wore the audience out too quickly," says Burtt. "So we dropped a couple of cues, which in the end was better dramatically, although I had to come up with a whole different approach to the cutting. Rather than a supporting role, it was the only thing happening. It was quite satisfying because it was a fun challenge to see how quickly I could come up with a couple of new concepts."

In spite of the obvious opportunities to be loud, Lucas and his sound crew have kept Episode II mercifully free of uncomfortably loud moments. Semanick says that, even though in the old days, 70mm 6-track mag prints could be very loud, "When digital sound first came out, when everyone first got the chance to use it, it was like going trick-or-treating on Halloween for the first time. You ate all the candy. It was good the first time, but you got a stomach ache. As you got older, you saved some for later. It isn’t so good to be loud from beginning to end. You have to build in dynamics, like a symphony. It’s been a learning process for us all."

Kline says, "Michael and Gary were both very sensitive to loudness. I really appreciated that they were not out to kill the audience. They were very aware that something doesn’t necessarily have to be loud to be effective." During the printmastering all stems were as a rule played straight across, although during the reel 6 battle Semanick did pull the stems a little bit.

Most of us mere mortals first associated the words "digital" and "filmmaking" when we heard Francis Coppola’s predictions during the 1978 Oscar ceremony. We had only a vague idea of what he was talking about, but it sure sounded good.

When he finished work on Epsiode VI in 1983, George Lucas said that he wouldn’t be doing another Star Wars movie until digital technology had matured. Visual effects at that point were completely dependent on elaborate film opticals that were extraordinarily expensive and cumbersome. Use of digital sound in film sound editing and re-recording, except for processing and sampling, was not really on the radar.

Ten years later, as he was helping his friend Steven Spielberg finish Jurassic Park, he realized that digital effects were able to blend seamlessly with humans. The time had come.

With Episode II, nine years later, picture and sound exist entirely on hard drives, and the imaginations of the sound and visual artists under Lucas’ command know very little boundaries. Undoubtedly this will expand in the next three years as Lucas closes the door on the world of Star Wars, as he promises he will in 2005. While he’s been true to his word in the past, we can only hope that he’ll renege this time, and that he’ll come back fresh, in 2015, with another decade of innovations behind him.


"I call Matt Wood the 'digital architect,' and he only reluctantly takes on that term privately. I rely on him to keep me up with the technological present or future. [When we were starting work on Episode II], we were unable to get the support from the [New England Digital] Synclavier that we wanted, and the files did not interface comfortably with the rest of our system. Matt wanted me to get off of it and "update myself" to Sample Cell. I could essentially do the same things I did with the Synclavier, but simpler. This was especially true for taking sounds from Pro Tools into Sample Cell and then back into the Pro Tools session. We used to have to digitize them into the NED format, and if I made a sequence or made loops, we had to use S-Link to translate over and batch-digitize.

"The Synclavier was a performance-based instrument–I would put samples on the keys and then play with it. Coming from an older sound design and technical school, I don’t like to think out ahead of time that I want a sound to have this amount of delay, in that kind of an echo chamber. I just want to touch something, hear it, and react. A large part of the sound design job is making the right choice of a sound, and not really your technical knowledge. I like accidents and spontaneity, and I pick takes out of my performances that often lead to new ideas that I wouldn’t have been able to objectively reason out ahead of time. It’s a very subjective process for me.

"I may have a sound I recorded that I need to digitize from an original DAT.          I may want to make samples out of pieces of it and play with it. Try it on the keyboard in different pitches, chop it up with the modulator on the keyboard and listen to it. Try it with different plug-in settings that I’ve made in Pro Tools.   I don’t want to stop and think about how I’m going to do it–I just want to be able to synthesize with it as spontaneously as I can. To me, that’s the most direct and satisfying creative process. Out of those experiments or performances, I can select what’s good.

"Often, I’ll start out in the morning intending to make the sound of a certain vehicle pass-by in the film. As I experiment, I’ll come up with different sounds that I realize will work for something completely different–a door that I need in reel 11, say.

"From a strict library standpoint, I entered about 600 sounds in the library for this film. At the end of the film I make sure that everything that I’ve made, even outtakes, is given a name and label, so on the next Star Wars film I can access a database of everything that was done. That’s where I’ll pick up and start on the next one."


Standard film printing procedure starts with the edited original camera negative, from which a handful of interpositives are made. These IPs are then used to produce multiple internegatives to make the thousands of release prints needed to cover worldwide release. Although it would have been much easier for Lucasfilm to film out, from data, one IP that would be the master from which INs and release prints would be made, Lucasfilm decided to go an extra step and film out six "original negatives" from data for the U.S. print order.

Because of the long time it takes to film out a 2,000-foot reel (60 hours on ILM’s ArriLaser Recorders), work started on this as soon as reels were locked in mid-February. A seventh negative was used as a source for interpositives, from which the international internegatives would be made, putting in subtitles as necessary. ILM also made 22 versions of the signature Star Wars title scroll.

Lucasfilm technical director Mike Blanchard says, "Almost all of the resolution that’s lost is through the printing process. It’s really funny about technology and the film business right now. People get caught up in these numbers games that are flat-out ridiculous. They say, ‘Film is 4k,’ but it’s not 4k. It’s 4k on the camera negative, but no one has ever seen a camera negative projected. Countless studies have shown that what is shown in U.S. theaters [via the interpositive/internegative photochemical printing process] is between 700 and 800 lines of resolution when you get to the release print. We get that easily.

"And with digital picture [on a server], we have random access, we can go slow or frame-by-frame–the picture looks so much better than film. It’s made it hard for us to [color] time the film portion because you never get neutral prints, it’s either a point green or a point dark, and is totally up to the alchemy of the photochemical process.

"For George, it’s always been about what people would see. You can shoot with a film camera or a digital camera–that’s just another choice that is out there for people–but you can’t argue about the digital projection part. People would be getting a better experience at the end of the day. We didn’t have to film out each reel as a negative–it wreaks havoc on our schedule, and we have to work a little bit harder–but since we can’t get digital projection in every theater, this is something that we can do to make our prints just a little bit better."

Blanchard notes how smoothly the digital timing of the film was at ILM, which took place in Theater C, with Natasha Leonnet at the controls of the Pandora Pogle. "George would say, ‘That face is a little red.’ Natasha would pull up the matte, take a bit of the red out and say, ‘Do you like this better?’ and we’d move onto the next shot. You could time the film in the course of five days, easily. But doing the film side has been a really nasty process for all of us. We see how George wants the movie to look, and it would look that way in every theater if we were projecting digitally."

Busch says that assistant editor Jett Sally would go through a downconversion (to an Avid 14:1 Meridian file) of every frame after final color timing, as a final check; ILM did the same on the full-resolution DPX files. This check was invaluable, and some small mistakes were caught. "You no longer have a negative cutter to rely on," Busch says. "The final version of the movie is coming out of the cutting room I don’t know how these new procedures will shake out in the end."       Larry Blake


Publicity, piracy and cash flow have all factored into the recent trend of releasing films overseas on the same date as the U.S./Canada premiere. Lucasfilm planned to release Episode II simultaneously in 15 dubbing territories on May 16, with another three to follow soon after. In addition to the standard FIGS (French, Italian, German and Castillian Spanish), Episode II was dubbed in French Canadian, Latin Spanish, Catalan Spanish, Thai, Cantonese, Hindi, Hungarian, Russian, Czech, Slovak, Polish, Turkish, Japanese and Portuguese (for Brazil; Portugal is subtitled). Worldwide release will entail going into another 30 countries with either a combination of English-track-only or subtitled prints.

This "day-date" worldwide release requires a great degree of coordination during post-production to get foreign-language dubbed versions translated, adapted, cast, recorded and mixed. Having locked reels starting in January, Episode II post-production supervisor Jamie Forester was able to have Masterwords in Santa Monica create the dialog list, which is the transcription of the original dialog, with definitions to clarify idiomatic expressions–many unique to the world of Star Wars. These were then passed on to the individual territories for the translations and adaptation process, where words are tweaked to fit mouth movements more closely.

Dubbing (this term is used overseas for voice recording only, and not as a synonym for mixing) began in March. Initial tweaking of sync was done by sound editors in each territory, to take advantage of their "native tongue" ears. Consultants followed their version from voice recording to the mix at Skywalker Ranch, because "you might get into a case where you want to edit for lip sync, but you don’t know where you can cut into a word because it might change the meaning," Forester explains.

The M&E mix was done during the last days of the final mix, April 11-13, as reels were being finished. Gary Rizzo of Skywalker worked closely with Dennis Ricotta of Twentieth Century Fox in creating the M&E and the crucial optional track that allows for selective material, such as vocal grunts, to be used (or not), depending on the dubbing.

On Monday, April 15, mixing began at Skywalker Ranch on the four principal–Parisian French, Castillian Spanish, German, and Italian–foreign-language versions of Episode II. In order to finish all 18 dubbed versions by May 2, five stages at the Ranch were running simultaneously. The schedule allowed for three days of a dialog premix, plus one day of printmastering. On the fourth night, the Dolby MO discs were played back and verified before being sent to L.A. for optical transfer. Optical negatives for the foreign-language versions were made at NT Audio in Santa Monica, while all the English-language negatives were shot at Walt Disney Studios in Burbank.

Digital cinema dubbed versions were expected to be shown in FIGS and Japan. There are six subtitled digital versions in addition to FIGS.

In addition to re-recording mixer Michael Semanick’s extensive notes on processing of voices, the foreign mixes were also aided by standardization in the track layout. Character track placement in the Pro Tools sessions was redone at the Ranch to ensure that Anakin would always appear on track 1, Padmé on 2, etc. This would allow the mixers, who would be doing up to three versions each, to re-use console automation such as sends levels. The five mixers of the foreign-language versions were Tom Myers, Gary Rizzo, Lora Hirschberg, Jurgen Scharpf and Kent Sparling.  
                                                                                                       Larry Blake


About a month after its U.S. premiere in May 1999, Episode I was exhibited digitally in a handful of theaters in Los Angeles and New York. It had been shot on film, scanned in as digital 2k files, and then filmed out on a shot-by-shot basis, with the negative cut in the standard fashion. This procedure required a telecine of a timed interpositive (as is standard for home video release) to high-definition videotape prior to compressing the image onto the hard drives in the theaters. The digital path from camera to theater was more direct, of course, on Episode II, with much of the work handled in-house at ILM.

Mike Blanchard, Lucasfilm technical director, says, "Because we were in this other domain, and there was no HD editing up here, if we wanted to conform the picture, we had to find a way to do it. ILM’s video engineering group, under the direction of Fred Meyers, built a conform system that would use the Avid EDLs as a guide to take the files off the server in editorial order." This would be necessary to create all masters, be they 35mm anamorphic negatives for release printing, or source elements for digital cinema compression. (The reduction for the 142-minute Episode II is from approximately 1.6 terabytes of digital files on ILM’s server to 60 gigs on the digital cinema server.)

As of press time, Lucasfilm hopes to get as many as 115 digital theaters worldwide for the release of Episode II, with 70 theaters in North America, 26 in Europe and 12 in Asia (mostly Japan). All of the major digital cinema servers are represented: EVS (used exclusively in Europe), Q-Bit, Qualcomm (via Technicolor Digital Cinema), and Boeing Digital Cinema, which primarily uses Avica servers. This was Avica’s third "appearance" in Episode II, the first two being on the set, as still-store frame reference, and at Skywalker Sound for HD playback.

Many of the Boeing installations are delivered via an encrypted satellite link to theaters, where an Avica server stores and embeds the audio as part of the MPEG-2 standard, as opposed to the two separate sets of files used by other servers. (The MPEG encoding is similar to HDTV, but at a much higher bit rate.) Because of this, many of the Boeing installations will have Dolby AC-3 encoded 5.1 Surround EX mixes (at the DVD rate of 448 kbits/sec), as opposed to the 24-bit/48 kHz linear digital audio that has been standard. Blanchard notes that this will undoubtedly change in the future, "as soon as the remaining coding issues are solved."
In all instances, worldwide, the projectors are the Texas Instruments DLP format, manufactured either by Barco, Christie or Digital Projection.                              Larry Blake

MIX Magazine. June 2002.

Larry Blake is a sound editor/re-recording mixer who lives in New Orleans. He is currently working on Solaris, which will be his first opportunity to put sound where there is none–in space.

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