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And how did that go?Pallotta:Rick and I are friends in life.

When were not making movies, we still talk to each other.
And he always has a bunch of different projects in his mind.
I dont know how long has this been percolating?

Linklater:The first initial thought was, like, 2004.
But I dont think I even started making real moves till about 2012.
Pallotta:Rick and I lived briefly in the same sort of suburb in the shadow of NASA.

I know that he has to work it through in his mind.
But then it was really not a long time before we started preproduction.
When Rick said, Hey, what do you think about it animated?

I was like, Yes, lets go.
I think the first thing I said was: Why did it take you so long to ask?
Linklater:It had been a long time.
About ten years ago, Tommy and I had developed an animated film that didnt happen.
That, to us, was an evolutionary step beyondScanner.
We had some R&D money that I thought we put to pretty good use on another film.
That was theIncredible Mr. Limpetremake you were working on?Linklater:Yeah, with Zach Galifianakis.
It wouldve been fun.
It was kind of an ecological angle on that story.
We started talking about old Disney movies and the aesthetic and how to bring that into the 3-D world.
There were a lot of older 2-D artists and animators around that were looking for work.
The idea of mixing the 2-D and 3-D and rotoscope it seemed like a hybrid approach was interesting.
Theres a practical reason for that.
But we sparked at that moment when we started mixing different elements.
We didnt want to repeatScanner Darkly.
I felt we took that about as far as it could go.
Scanner Darklysounds like it had apretty complicated animation process.
But this went so much smoother.
I guess, our communication and so much else had been worked out.
I knew they could figure everything out, because we put so much forethought into it.
Lets not do that.
Its a practical exchange about everything camera movement or whatever youre doing.
The technology wasnt the bugaboo it was just trying to get our ideas rendered properly, you know?
Pallotta:We went backward in many ways.
We wanted something that felt timeless and evergreen, and we wanted to lean on creativity over technology.
So it wasnt about the latest software.
In fact, this was basically built on TVPaint.
So a 2-D, 2.5-D animation package that anybody can use theres no proprietary software.
Even down to the fact that this is done on twos.
Its 12 frames per second a step back fromScanner, which was 24.
AndScannerused interpolation for the rotoscope.
So you would draw a line, and the computer filled it in.
We didnt do any of that on this.
Linklater:We were obsessed with the fact that were making a period piece.
So it was whatever would contribute to that.
The movie features so much 60s cultural ephemera from NASA technology to all the TV shows referenced throughout.
But its also a memory piece, which seems like it determined a lot of the design choices.
Pallotta:Story and character that arc was always the main driver.
Did that spontaneity allow the actors to improvise at all?
Kids improvising doesnt work, because they reference things that arent accurate.
We had a lot of rehearsal time, which was kind of like playtime.
Its a loose set.
Almost like filming rehearsals we could try all kinds of things.
But, I guess, improv isnt exactly the word.
Bill Wise is a very spontaneous performer and kind of a genius in that regard.
But, even then, every shot in this was a special effect.
It was all this looseness hemmed into an exact design.
So we werent that free, and yet we felt very free.
You worked on theAstroworld sequence for something like nine months.
It was all fun.
Nothing was brutal or aproblemproblem but a challenge for sure.
That rides really complex, and we were creating kind of in a vacuum.
That just becomes the communication challenge of animation.
We have limited visual reference.
A lot of it is youre just trying to describe and feel your way through that.
It was very demanding, because its a lot of different things at once.
So theres a lot of reverence and desire to revisit that its gone now.
But, again, we were relying on our memories.
Rick has a fantastic memory.
I misremember what happened yesterday.
We really searched everywhere to find information about it, and it was very difficult.
So a lot of that really was our memory.
Linklater:Youre going, No, I remember this.
And its funny to be communicating that to Amsterdam people in another culture.
Even things like baseball they dont understand.
You have to just give context and reasons for everything.
Its saying, No, theres a difference between a right-fielder and a second-baseman.
We gotta get that kid back, and you realize youre speaking Greek to them.
Thats why I rely on Tommy to translate some of my exactitude to them.
Fortunately, a lot of people took their Super 8 cameras to Astroworld in those days.
People gave us their home movies.
So constant archive research.
Many years of that but it paid off.
We had a huge bible of it.
Pallotta:And we took cues from the texture of the media.
So we took the grainy, imperfect Super-8 clips and tried to create an animation equivalent of that.
But on this it felt like,Thats how we experienced it, you know?
We were trying to capture the visual essence of what it felt like.
We ended up cutting out a lot.
There was an overabundance of, like, Saturday-morning cartoons, Houston wrestling.
The four-hour version of this movie is pretty great.
Theres a lot of great stuff when you start delving into the archive.
Then, to recreate that in animation was difficult, because animation makes everything so clear and distinct.
Thats really the dialogue of the movie.
The critique element of it is there.
We had a big debate about Galveston Beach, which looks very beautiful in our movie.
We were like, Do we make the water blue or brown like it really is?
Do you have all the trash on the beach?
Its just hilariously brutal.Linklater:Thats what childhood felt like at that time.
It was just danger everywhere.
Anything could end in some kind of accident.
I mean, its always like that, but you were really unsupervised.
You could screw up royally at any moment.
Pallotta:Were still here, you know?
With things like that arm-breaking moment, does the animation help you heighten the intensity in a way?
We were always like, Ooh, is that too much?
Its like, no, lets get to the point here.
A little hyperbole is okay.
Were telling a story.
Whatever heightens that was within our limits, you know?
This interview has been edited and condensed for clarity.