ANT-MAN AND THE WASP: QUANTUMANIA VFX Team Talk M.O.D.O.K.'s Creation, Alternate Designs, And More (Exclusive)

ANT-MAN AND THE WASP: QUANTUMANIA VFX Team Talk M.O.D.O.K.'s Creation, Alternate Designs, And More (Exclusive) ANT-MAN AND THE WASP: QUANTUMANIA VFX Team Talk M.O.D.O.K.'s Creation, Alternate Designs, And More (Exclusive)

We talk with Ant-Man and The Wasp: Quantumania's Facial Model Supervisor and Animation Supervisor to learn more about the process of bringing M.O.D.O.K. to life in the MCU and learn what exactly that entailed.

By JoshWilding - Apr 24, 2023 01:04 PM EST

Over the course of 31 movies, 7 live-action episodic series, and a handful of animated and standalone projects, the Marvel Cinematic Universe has introduced some of the most interesting - and bizarre - villains ever seen on screen.

Ant-Man and The Wasp: Quantumania kicked off Phase Five earlier this year, and in that movie, we're introduced to probably its most unusual villain yet with M.O.D.O.K., a five-foot-tall flying face, brought to life by award-winning VFX studio Digital Domain. 

To mark the threequel's release on Digital, DVD, Blu-ray, and 4K Ultra HD, we recently spoke with Ron Miller, Facial Model Supervisor, and Frankie Stellato, Animation Supervisor, about their groundbreaking work on the M.O.D.O.K. in the latest Ant-Man movie. Incredible new technology was utilised to bring Kang the Conqeuror's right-hand man to the big screen, and it was a fascinating, complex process. 

During the course of this conversation, Miller and Stellato share new insights into how the villain was created, shedding new light on that memorable scene without his armour and how Corey Stoll informed the performance Digital Domain brought to life through VFX. They also reflect on working with Marvel Studios and reveal whether it was always the plan for M.O.D.O.K. to make a "heroic" sacrifice. 

We're sure you'll find this interview makes for compelling reading, so check it out in full below. 


This is a, surprisingly I think, very comic-accurate take on M.O.D.O.K., but how much would you say his appearance evolved until you got to a place where, minus the bowl cut, you got to a version so close to the source material?

Miller: It’s such a tricky balance. There’s what he looks like in the comics, TV shows and games, and there’s how he needs to look in the movie. The feeling Peyton and Jesse had was that if we went too far with stylization or scarring, then people would not connect that M.O.D.O.K. is Darren Cross (played by Corey Stoll). So for the face, we tried to ground the asset with as much of Corey as possible. In regards to the costume, some of the initial designs of M.O.D.O.K. had the feel of a Humpty Dumpty type man sitting on a flying chair. Everyone agreed that this didn’t feel right. He needed to feel like he’s a part of the chair, and not just sitting on it. Creating this fusion between the man and the machine was something we put a lot of work into, and of course there is a lot of source material out there to reference. 

In the comics, we haven’t necessarily seen what’s beneath the armour, so in terms of figuring out his proportions and how that would work with this giant head, what were some of the biggest challenges you faced?

Miller: We all agreed his body should be pretty emaciated, but how to integrate the head into the body nicely was definitely a challenge. The ears and shoulders were essentially in the same spot, so we had to try and figure out how that anatomy would really work. 

Stellato: As Ron mentioned, we had some interesting things to hide when his body was revealed. His shoulders kind of came out of where his ears were, and his legs just kinda raised into place and didn’t really slide into any particular port. It was a bit of a cheat, but I think ultimately we told the story the studio and director were after.

Can you talk us through the process of Corey Stoll wearing a head-mounted camera to perform his scenes and how you took that and used a facial capture system to create the M.O.D.O.K. we see on screen? 

Miller: We went to Digital Domain’s motion capture stage in LA and did a full body and head mounted camera (HMC) capture. Corey performed his scenes with Peyton overseeing everything, and that capture data was then used to drive our machine learning pipeline for Masquerade. From that, we were able to use the facial movements from Corey’s actual performance to drive the asset and ensure a 1:1 likeness. Because the end result isn’t exactly Corey, but rather a distorted representation of him, we developed a magnitude map system that could deal with the differences of proportion. Once that data is processed, we do a lot of studying between the source Corey data and how the shapes are coming through to M.O.D.O.K. We did an interpretation pass of slight corrections, making sure that the final result still feels like Corey. All this data gets wrapped up into a face rig for animation to use, and if we had to modify an existing performance, we had a complex facial rig consisting of hundreds of hand-sculpted blendshapes and local correctives to help.


Did you also work on the scene when we get that very revealing shot of him minus the armour? 

Miller: [Laughs] Yes! That was so much fun to work on, especially when we would get notes from Peyton asking for more cheeks. 

Stellato: We did! More cheeks! Always 'more cheeks'! My animation lead Manjoe Chan reached out to me wanting to really work on that shot. Who am I to deny him such a pleasure!? He did an amazing job and the shot got a lot of laughs.

You and your team did do a lot of work specifically with M.O.D.O.K.’s eyes as well, right? That sounds like a fascinating process. 

Miller: At Digital Domain we always do a deep dive on an eye range of motion to make sure we’re trying to match the actor as close as possible. To do this, a more anatomically correct eye surface with folding around the caruncle was developed. This way that area can fold in and unfold like an accordion to enhance realism. Eye movement studies revealed the eyes don’t just rotate on lookarounds, but they translate as well. All these subtleties were developed and integrated into the character's rig to match it closer to the actor. 

Stellato: Aside from all the texturing and lookdev of the eyeballs, animation had a surprisingly tough time with M.O.D.O.K. 's eyes. With them being so large and so spread apart, whenever he got close to anyone, he started to look cross eyed or like one eye was paying attention while the other was off to lunch. There was a lot of back and forth between lighting and animation for some shots, but once we established a bit of a “this is how you place the eyes for this kind of shot,” things went smoother.

We only get a quick look at how Darren Cross became M.O.D.O.K., but when it came to that design and the mask he wears, did you communicate a lot with Marvel Studios about how Kang created him in order to help you find that right aesthetic? 

Miller: Where there was some exploration around the costume for the body. Peyton had a pretty clear idea for the mask and that changed very little overall. 

Stellato: Movement wise, we had a few designs for how the mask opened up. We started with his mask kind of going up like a hockey mask. I then did a version where I cut the mask up into dozens of little pieces and opened it up ala Iron Man suit. We then had a mix of the two. Opening a bunch of little pieces but keeping parts of the mask solid and sliding. We finally ended back on the original hockey mask version as it just fit the character so well, whereas the other versions felt like we were really trying to hammer complexity that didn’t need to be there into the heads of the viewer.

Was there ever a version of M.O.D.O.K. where we didn’t see beneath the mask or was it always a priority to show us what remained of Darren Cross?

Miller: There are a lot of gags in the movie that depended on the other characters seeing his face and recognizing him, so it was always a priority. 


Do you believe there was a way to head down the practical route with this character or, like Thanos, is M.O.D.O.K. someone who can only be created with VFX?

Miller: Wow, that’s a tough question. To be honest, I’m a big fan of doing things practically when you can, but I’m not sure how you could have done M.O.D.O.K. that way and still investing yourself into it as a real character. 

Stellato: I think there ultimately could be, but it would require a lot of augmentation, having his mask down the entire time and painting out an actor's legs, or he would have to be some kind of animatronic face.

Marvel obviously has quite a unique approach to storytelling, so did a lot change with M.O.D.O.K. in the sense that he was always going to make that heroic sacrifice or were there scenes you worked on we didn’t necessarily see in the final cut?

Miller: There are always scenes left on the cutting room floor, but to my knowledge that heroic sacrifice was always there from the beginning. 

Stellato: For the most part the overall idea of M.O.D.O.K. sacrificing himself was in from the very beginning. The only thing that changed was the length of that sequence. It used to be much longer. 

I’m a huge Marvel fan and really appreciate what artists such as yourself do to bring these movies to us, and I’d love to know: what’s your favourite thing about working with Marvel Studios on the MCU?

Miller: As a young man in the 80s, I was a complete comic book junkie. Yes, plastic bags for protection and all that magic. Marvel obviously had a huge influence on me growing up, so to be able to help bring to life classic characters that aid in telling amazing stories is a dream come true. 

Stellato: I love the characters and how many different types of powers they all have. Now that they’ve done the whole multiverse thing, it kind of opens up what they can do to almost infinite possibilities. So the future can be really exciting for these projects, and that really makes me excited about working within the MCU in the future.

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MUTO123 - 4/24/2023, 1:07 PM
THEDARKKNIGHT1939 - 4/24/2023, 1:09 PM
@MUTO123 - This site layout too. Yuck.
GeneralZod - 4/24/2023, 1:13 PM
Horrible and embarrassing film adaptation of a really cool, Jack Kirby-created Captain America villain. Another example of how creatively complacent Marvel Studios has become post-Endgame.

mountainman - 4/24/2023, 1:15 PM
@GeneralZod - I wonder if just giving him hair vs the bald head would have made a big enough difference.
GeneralZod - 4/24/2023, 1:28 PM
@mountainman - I don't think so. One of the reasons I liked MODOK as a young reader was how grotesque and disfigured his face was -- not dissimilar to Arnim Zola, a later Kirby creation. MODOK is, basically, a monster. Marvel Studios gave us a clown instead.
Spike101 - 4/24/2023, 1:48 PM
@GeneralZod - Agreed. They should be embarrassed, what a mess.
Dotanuki - 4/24/2023, 2:18 PM
@mountainman - the placement of his arms next to his ears was a poor choice. There was no reason to change anything!
mountainman - 4/24/2023, 2:30 PM
@GeneralZod - Yeah hair alone wouldn’t have done it. MODOK always had a disfigured and wrinkley face. Not just a normal human face made larger.
Fogs - 4/24/2023, 4:13 PM
@GeneralZod - I wouldn't call him cool in any form but yeah, could've been better.
RolandD - 4/24/2023, 5:54 PM
@GeneralZod - There’s nothing cool about MODOK. I would never have tried to translate him into live action.
santoanderson - 4/24/2023, 1:16 PM
I wish they’d uglied him up some more. It’s just Corey Stoll’s regular looking face on a tiny little body.
VictorAlonzo - 4/24/2023, 1:21 PM
I finally got around to watching this. I believe seeing all the criticisms actually helped the viewing process.

It was terrible, but at least I had my hopes in a strong seat belt.

🤔... 🤨

You get it.
AnthonyVonGeek - 4/24/2023, 1:26 PM
IMCOOLURNOT - 4/24/2023, 1:52 PM
@AnthonyVonGeek -
It's never too late to stop being a dick.
The movie sucked but that line from the movie changed my life.

TheShellyMan - 4/24/2023, 1:28 PM
My God, I hate this movie.
ModHaterSLADE - 4/24/2023, 1:34 PM
Stoll is a good actor, but the material he was given for this had me more annoyed than entertained.
Spike101 - 4/24/2023, 1:47 PM
They can try to justify this shitshow as much as they want, it’s still awful.
IMCOOLURNOT - 4/24/2023, 1:49 PM
I saw this movie over the weekend for free.

I want my money back.
MadThanos - 4/24/2023, 8:10 PM
@IMCOOLURNOT - had the same feeling when my cable company offered Captain Marvel on theater, free popcorn and soda.
IcePyke - 4/24/2023, 2:35 PM

Jacory - 4/24/2023, 3:07 PM
Darkknight2149 - 4/24/2023, 3:44 PM
I like the idea of Darren Cross becoming MODOK, and the concept of him being tied to a conquering supervillain instead of AIM was already done in the Iron Man cartoon, but they really botched the character for some cheesy Rick & Morty-style humour.
marvel72 - 4/24/2023, 5:00 PM
The CGI for M.O.D.I.C.K looks very amateur,I would be ashamed showing this to whoever needed to see it.
Origame - 4/24/2023, 6:12 PM
@marvel72 -
MadThanos - 4/24/2023, 8:07 PM
Kinda enjoyed M.O.D.O.K.

What I didn't like was, well, everything.
SanFranLand - 4/24/2023, 9:06 PM
Pretty not great with the rebellion plot that seems to be in every Disney movie/tv. All of Marvel needs to retire the tired joke/conversation of “plans.”
“Do we have a plan? Do you have a plan? What’s the plan? Oh, you don’t have a plan??”
It’s in probably every phase 4 movie and an indication of how lazy the writing has been of late

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