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Film title card

Written here is the full transcript of DreamWorks Animation's Kung Fu Panda 2 filmmaker commentary.

This commentary features four of the film's filmmakers: producer Melissa Cobb, director Jennifer Yuh Nelson, production designer Raymond Zibach, and supervising animator and fight choreographer Rodolphe Guenoden. Descriptions shown between italicized brackets were written by contributors of this article.

Kung Fu Panda 2 commentary

[The screen opens up to the DreamWorks logo.]

MELISSA COBB: Welcome to the Kung Fu Panda 2 commentary. I'm Melissa Cobb, the producer.

JENNIFER YUH NELSON: I'm Jen Nelson, the director.

RAYMOND ZIBACH: I'm Raymond Zibach, the production designer.

RODOLPHE GUENODEN: I'm Rodolphe Guenoden, supervising animator and fight choreographer.

[The opening sequence begins with shadow puppets and a narrator telling the story of Lord Shen.]

COBB: So this shadow puppet idea, Raymond, can you talk a little bit about where that came from?

ZIBACH: Well, it's funny. We had that one shot towards the end of the movie where we needed something to kind of... We wanted to do a shadow play and have the cannon cast a shadow. But when it came to doing the opening, we were originally gonna do a tapestry. And I thought, well, it would be cool to do the shadow puppets telling the story, you know, the backstory, of Shen.

COBB: And who's doing the narration there?

NELSON: That's Michelle Yeoh. She does an amazing job as the Soothsayer's voice. What's really nice about her is she gives that sort of wisdom and the gravitas of that voice. 'Cause we wanted to make sure this area felt like a historical story. And that it has to have a sort of grand weight to it, so you know to pay attention to what's going on here. And her voice is so velvety.

ZIBACH: It's a great delivery, yeah.

COBB: Yeah, that sense of history is really strong. And what was the animation technique? It was sort of a combination of different techniques, right?

GUENODEN: Yeah, it was combination of After Effects and... But because After Effects is so smooth, you know, we had to add, actually, kinks into the animation to make it look like it was puppets held by somebody.

ZIBACH: I think when you came up with the fact that everything's kind of held more from, almost the head, like a real...


ZIBACH: ... shadow puppet is, with a stick, usually the anchor point is up high.


ZIBACH: When you kind of got that pivot in it, it really started having the right feel, and added with the jitter.

NELSON: Feeling the actual hands holding the...


NELSON: ... puppets, yeah. That was crazy cool. And I think it really helped, too, when you went through and got the exact facial acting, when you were going through and doing that. That really took a real jump when you did that.


[The screen changes from the shadow puppets to a foundry up in the mountains.]

COBB: And then that transition shot into the CG is really, pretty much a matte painting.

ZIBACH: Yeah, that... One of the first CG shots you see in the whole movie is a fully painted shot mapped on to some geometry, but it's a beautiful matte painting. And I think what really helps it is the dimensional camera move-in, and the use of effects in the smoke stack so it really looks like a real CG shot.

NELSON: Yeah, it's quite a cheat, but it works.


ZIBACH: It is. We kind of enter the movie on a matte painting and leave it on a matte painting.

[The scene shows wolves working in the foundry, forging and hauling metal while Boss Wolf talks to Shen. The title screen then appears.]

COBB: The wolves forging the metal, using that to bring the title in, that was kind of an idea that came up towards the end.

ZIBACH: It was another kind of last minute... "We gotta finally do something and put it up on the screen," and I love that you had the beat of showing Peacock getting more metal. And then we were like, "What are we gonna do for these titles, and how do we transition?" I was like, "Let's make 'em metal and just have the flash be... kind of it's what Peacock's after and it's also the title."

[Scene changes to two children in the Training Hall courtyard.]

COBB: So coming off the title, there's a couple of kids playing with the action figures there.

NELSON: One of which is your daughter.

COBB: That little pig right there.


ZIBACH: Nice job.

COBB: I don't know. And there's a little misdirect here with the reveal of Po.

[The scene shows some of the Training Hall's vacant training mechanisms before showing the Furious Five staring in awe at something.]

NELSON: Yeah, that was funny. The idea that you hear all these sounds of violence in the background. [Laughs.] Extreme violence, and the more violent the sound effect, the more you think something really, really extreme is going on, and then you see that.

[The screen shows Po stuffing bean buns in his mouth, and Cobb and Nelson laugh.]

COBB: And he says here "38 bean buns," but I think it's nine that he actually has in his mouth.

NELSON: It's only nine? Gotta be more.


COBB: It's hard to image how it would've looked with 38.

NELSON: We had to pull back on the amount of slobber, didn't we?

ZIBACH: Yeah. Definitely, we had an ultra-slobber pass that the effects was very proud of. [Cobb and Nelson laugh.] Had to cut it back a little bit.

NELSON: Beautiful effects, but it was a little bit too messy.

ZIBACH: Yeah. It was stringy and goopy...


ZIBACH: It was stealing the show.


COBB: We don't want people to get nauseous at the beginning of the movie. [Laughs.]

[The scene shows Po spitting out the bean buns from his mouth into the Five and the screen.]

COBB: So what about the 3-D effects on that dumpling?

NELSON: That's a super stereo moment.

ZIBACH: Yeah, it is.

COBB: I think it's fun just seeing the camaraderie between Po and the Five again at the top of the movie.


[The scene changes to the Dragon Grotto.]

NELSON: This is a shot that you actually had painted forever ago.

ZIBACH: This location, I just, I don't know, for some reason it was so early on, but I wanted to make sure that we had that mystical kind of beat. And I think when... when Phil pitched the idea of a dragon statue, I was like, "Let's build that out and do the grotto, and... I know exactly where it should go." Because we had this spot in the main painting of the first film. So I loved fitting it in to the world, especially for the to of the Jade Palace.

[The scene shows Shifu catching a water drop from the ceiling of the grotto.]

NELSON: Remember, Rodolphe, that this whole water drop thing was actually your boards off the first movie.

GUENODEN: Yeah. [Zibach laughs.] It was actually the ultimate test for Po to be the Dragon Warrior. It was Oogway that was giving him the test.

COBB: Yeah, it was a great scene.



GUENODEN: I still have that stack of paper.



ZIBACH: So many cool ideas didn't make it into the first one and ended up in the second one, including character designs and...


COBB: Yeah, the wolves.

ZIBACH ... and beats like this.

NELSON: Yeah, 'cause this one... I think it was cut out of the first movie because there really wasn't the room for it.

ZIBACH: Right.

NELSON: It needed more, you know, than what we had the time for in the first film. It was nice to give it this level of weight in the second one. Just really hinge a lot of the movie on this whole test.

COBB: Yeah, and this idea of Shifu being now more like Oogway, more the spiritual leader of the Valley, I think is...

GUENODEN: It totally fit, yeah.

NELSON: Yeah, it's a really cool use.

ZIBACH: Setting up the green theme for later and the knowledge side for Po, I think this whole sequence has just about everything, you know, to kick off the movie in a great way.

COBB: Do you wanna talk a little bit about the water imagery, and how you were using that through the movie?

NELSON: Yeah, it's the whole yin and yang between Po and the peacock and the liquid movement. The water theme is something that I know you put a lot into, visually.

ZIBACH: It always seemed like a great idea to try to somehow really have the themes kind of oppose each other. In the first one, Tai Lung was kind of bringing cool blue and Po was always going towards gold. But I don't think we ever had them clash the way we build and set them up to clash in this movie. So, even down to the materials are actually doing it, too, and Po, in the end, is going right up against Peacock's firepower.

NELSON: Yeah. And it was just such a beautiful image for this. It's sort of... was all about that whole inner peace feel and the clarity and the simplicity of it. There was the worry, with all the beautiful water droplets going on in this... I was thinking, "Gee, I hope the kids don't have to go pee in the middle of the movie."

ZIBACH: That is funny.


ZIBACH: I was also worrying if it was gonna end up too loud, you know? If we were really using real sound, we'd be drowning out everybody. I think it looks beautiful.

NELSON: Such gorgeous water.


GUENODEN: I love this scene. I wonder if people notice that it's actually Oogway's staff that Shifu has. It's been fixed.


COBB: Yeah. Repaired since the first movie, right.

NELSON: Yeah. Repaired very beautifully.

[The scene changes to the Musicians' Village being raided by wolves.]

COBB: And this location is a really great environment.

NELSON: I was just looking at that original concept art for this, and we originally had it like an outpost in the middle of a field.

ZIBACH: Yeah. We were just looking at some art the other day and it was kind of on a flat land area of the Valley, maybe towards the end of the Valley, or the river entrance. And then, I think early on we realized it's gotta be more epic. It's Po living his dream.

NELSON: It's the opening of the movie.


NELSON: We gotta have a location that was pretty crazy epic.

ZIBACH: And perilous, you know, at the cliff edge.

[Po and the Five make their appearance at the top of the cliffs.]

COBB: Yeah. And there are some shots in this sequence that are right out of Po's dream from the first movie...



COBB: ... but rather than 2-D, they're executed in CG this time.


NELSON: Exactly. And that's the whole idea, trying to re-live Po's dream in real life. Now's he's got it. He's actually doing what he always wanted to do.

[Po and the Five leap from the cliffs.]

ZIBACH: This one right here? That's one. Now he's in it with...

NELSON: It's the exact same composition.

GUENODEN: He's still the geek, you know? Still the geek and enjoying it.


GUENODEN: That's what I like... The great challenge was to actually find Po, but the Po that we had left from the original movie.

NELSON: Exactly.

GUENODEN: He has evolved a little bit but still has got the same personality.

COBB: And in terms of his kind of fighting style, Rodolphe, how do you feel like that's evolved when we see it in this scene?

GUENODEN: Well, that's one of the... I mean, that's the sequence that we, you know, we tried to show that he's still improvising into his fighting. He's still not... He's not Bruce Lee, but...



GUENODEN: And it still takes a lot of work. When he's fighting or when he's running away, he's always bug-eyed. He's all bug-eyed and out of breath, and I think it makes him super cool. [Laughs.] I love some of Philippe's shots that actually set this tone for, like [breathes in quickly and repeatedly] when he's heavily breathing, and...

ZIBACH: Yeah. The teamwork side, I just love that you really felt connected between...


ZIBACH: ... all of them and they somehow have formed this unit.

NELSON: It's a beautiful piece of choreography all through this. This was just added in animation, wasn't it? This area?

GUENODEN: Yeah, yeah.

COBB: And you did a lot of 2-D reference for all of this action through this area.

GUENODEN: Remember we were discussing it very early that you wanted them to be... you know, shown as a team and everything, and... "It would be so cool if he was calling out the names of the fights, but also doing some of the moves of their own styles as the same time as calling them."


GUENODEN: I mean aficionados will probably notice, but a regular audience just sees them as fighting together and being totally... intertwining their fighting. It was cool. I was happy to do that.

COBB: It's one of those shots that, like, you wanna frame through, though, because there's so much going on, you almost can't see it all.


COBB: It's really exciting and then you stop, frame by frame, and you're like, "What's going on there and there?" It's really fantastic.

NELSON: I think that's one of those things that's really cool about it, that it is authentic. You actually took the time and made those moves something cool.

GUENODEN: Right, yeah. I looked at each of the styles and tried to get Po to do, you know, some of the moves from the original styles and... and, you know... a sparkling in there, and Pierre animated the CG shot. Yeah.

ZIBACH: When martial arts experts come up to you after the fact and go, "I'm so happy you showed off what we've known forever now in an animated film for kids, with the integrity of the moves." They're always pretty stunned, yeah.

[Scene shows Po having a vision of his mother.]

COBB: Yeah. And then there's a flashback there which is now in a different kind of 2-D than the opening of the movie. Wanna talk a little about that, Jen?

NELSON: That was actually a tricky thing, 'cause there are multiple types of 2-D in this movie, or animation in this movie, and the opening would have that historical feel and that's why there's that puppet theater look.


NELSON: It's ancient. But whenever we go into Po's mind, it has to be that sort of sharp anime, sort of stylized feel that we had in the first movie. But we're also asking that look to do a lot more acting than we ever had in the first movie, a lot more emotion. So, there are a lot more frames involved. It wasn't so much still frames that we could morph in between. This had to be more fully animated this time. And that little flashback, since, Rodolphe, you actually animated it yourself, it had to have an enigmatic question that was raised, but not tell too much.

GUENODEN: Exactly. That was a really tough line to get, is not reveal too much but still be emotionally, you know, involved, indicating a lot, you know? So, yeah. Thanks to you, you know, we finally got there.


GUENODEN: Because I always try to follow your storyboards and in the animation, I kept, like, going beyond the storyboards and too far away from the boards and I had to really stick with what you had done.

NELSON: I gotta say that's gut-wrenching, though, when you have this gorgeous animation and I go, "It's beautiful, but it's too much."


[Scene shows Po arriving at the noodle shop greeting Mr. Ping.]

COBB: And then we go to the noodle restaurant and now it's "Dragon Warrior Noodles and Tofu."

NELSON: Oh, my gosh. You've completely pimped out that place.

ZIBACH: Dad, he's the king of marketing.


COBB: So what's up with those posters, if you notice in the background? What do those say on them or what are they doing?

ZIBACH: Well, he's got a new sign above the entrance to his noodle courtyard. At least that's what we call the location. And it says "Dragon Warrior Noodles and Tofu." And then each one has, like, I think "Dragon Warrior" written on the poster. And, you know, he's got his... usually a graphic of a bowl of noodles or something. He was really trying to tie it together with Po so that if people love Po, they'll come to his place and eat his food. I love that.

COBB: And what about James Hong, working with him?

NELSON: Oh, my gosh, James is such a peach. I think he was the first actor we recorded. And he came in, and he came in many times as we were building this story between Po and his dad. And he has such sweetness in his delivery, but also has so much wit to it. So you're dealing with moments that could come off as being overly emotional, overly saccharin, but they always are so real because of his performance.

ZIBACH: Right.

NELSON: It always has that little bit of an edge to it, which makes you just, you know, go with him. And there's always that love for his son that permeates everything that he does. Mr. Ping is probably one of my favorite characters of all time.

ZIBACH: Yeah, absolutely.

COBB: Yeah, and this is a great scene that was I think one of the really early scenes supported by Phil Craven, our head of story, and has really remained intact through the three long years, right?

NELSON: Completely. It hasn't changed. I mean, he did a pass of this and it stuck. We did many different changes on it and we always came back to the original version. And the... it's just so sweet. And these moments here where the baby Po was just having so much fun in the kitchen and the bonding with his dad, they were all in those boards.

[Scene shows flashback sequence of Mr. Ping and baby Po.]

GUENODEN: Remember the days when we were first introduced to the model of Po, of baby Po?


GUENODEN: Like, everybody just went instantly, "Awww."



GUENODEN: The biggest fan... The entire studio, we spread it... The news spread so, so fast, everybody was just a fan.

ZIBACH: We thought it would bring about world peace.



ZIBACH: If we could all just look at baby Po...

GUENODEN: Send baby Po into a battlefield and everybody stops the war.


COBB: So funny. And that's obviously Nico Marlet, who designed the baby. I don't know if you want...

ZIBACH: Yeah, he took... Well, he took our kind of research trip, and we went and saw, you know, and you got to hold a little tiny baby panda.


ZIBACH: We took all those photos and gave them to Nico and it took a little bit to get the eyes just right, but, I mean, he is the most charming character. And how Nico worked with modeling and how we were able to get that design through again.

NELSON: To keep him so round. He's literally like a ball shape.

GUENODEN: It's the way you draw it.


GUENODEN: In the boards.

COBB: Little circle.

NELSON: Like a dumpling shape.


COBB: Yeah. And it's beautiful just like how fuzzy, like, the surfacing on him.


COBB: You know?

ZIBACH: Originally, I painted some of the first digital paintings of him over Nico's drawings and I was thinking of those kind of fan brush watercolor ink paintings 'cause they're so soft. I'm like, "How can we get that softness out of CG fur?" I think Wes Burian in surfacing did an amazing job. Yeah, baby Po... he's so cute.

COBB: Then, you know, the big question: adoption.

NELSON: That was a tricky thing because it's a hot topic. It's something you have to do right. And you don't want to pander, you don't want to, you know, do something that's inaccurate. And also we want to make sure that we're not just saying "birth parents" or "adopted parents." It's all families.


NELSON: And so we wanted to make sure that we treated it right. But it's something that was very carefully thought through for the entire three years, every single moment, trying to make sure the relationship between him and his dad is real. And the revelation of what the truth was is real, and that was just very, very tricky.

[Scene changes to an aerial view of Gongmen City.]

COBB: And then Gongmen City, amazing location.

NELSON: Oh, my gosh.

COBB: Inspired a little bit by our trip to China, of course.

ZIBACH: Yeah. It's kind of a combination of all the great things we saw and then things that we thought we were gonna need, you know, to make an impressive place that Peacock would take over. I think, in the end, I couldn't be happier with the way it turned out. That the fact that the technology could let us have this? It's all built, none of it is matte painted. You're actually able to go anywhere in this place, to me, and have it look the way it does, you know. All the work that the art department did as far as detail and then surfacing and modeling, it's... to me, it's a marvel. But then, you're able to art direct on top of that something that's got such a strong statement, and have it hold up and...

[Scene shows Shen confronting the Kung Fu Council masters.]

ZIBACH: This sequence is one of my favorites.

GUENODEN: Yeah, it's one of mine, too.

COBB: And those three masters are all re-used from the first movie.

ZIBACH: Yeah, right. They were... I think a couple had already been drawn and, I think... Well, the wolves were already started. A croc had been modeled. Rhino was kind of built off of the rhinos from the prison, but we did a whole new head. But they were all characters that we already knew and it was great to kind of have them in this movie and model them, final, and put them in this sequence.

NELSON: Yeah, Master Croc and Master Ox used to, originally, be members of Tai Lung's posse.

ZIBACH: Tai Lung's henchmen.

COBB: Yeah, they were designed for Tai Lung.

NELSON: But then we thought, "Tai Lung is too badass to require a posse."


ZIBACH: Yeah. They were all supposed to kind of square off, each one against one member of the Five, so that Po and the Five might have all been fighting at the same time. But I think to make it more Po's story, it was simplified and made Tai Lung stronger in the end, like you said.

COBB: There's some great cameo voices for those masters.

NELSON: Yeah. Dennis Haysbert plays Master Ox, and Victor Garber plays Master Rhino, and of course Jean-Claude Van Damme plays Master Croc. That was truly one of my peak experiences in life.

[Cobb laughs.]

COBB: How was he to record with, Jen?

NELSON: He was super nice and he did one of those... He did a kick towards the camera for the EPK. That was pretty awesome. I actually had a picture taken with him. I had a geek-out moment.

COBB: He was pretty cool?

NELSON: He was pretty cool.

[They laugh.]

[Scene shows Po, Shifu, and the Five hearing about Shen's return in the Valley of Peace.]

COBB: And then the news comes back to the Valley of Peace. We see the Five find out about what happened.

NELSON: Yeah, that was... That's the thing, because you're basically hearing something pretty dark, but we wanted to make sure that it stayed light.

ZIBACH: Mm-hmm.

NELSON: Until you get to the emotional beat when Po and his dad actually talk. The first half is the set-up for the journey, the mission. But the real meat of that sequence is when Po goes down to talk to his dad.

COBB: Yeah, 'cause the thing was pulling the pieces of comfort away from Po. First his adoption issue and then possibly threatening kung fu and to kind of unsettle him a little bit at the beginning of the movie.


NELSON: It's also supposed to leave you with a bit of a hanging unfinished business between the two of them that should be a little distracting for Po as he's going on this journey. We don't want Po and his dad to have a bad time. We want them to make up. We want them to be good. And to see them leave with that hanging moment and that rather heart-wrenching moment where Dad says "Noodles" is like...



NELSON: That was a funny moment, though, when Jeffrey kept asking, "I need longer before he says, 'Noodles.' Let that moment hang longer." We're like, "No, we can't hold on for that long." But we did and it actually helped.

COBB: Yeah, no, it's really great acting by James Hong right there, too.

ZIBACH: I think every screening I've been in, or public screening, little kids always say "noodles."

COBB & NELSON: Yeah. [They both laugh.]

ZIBACH: When [Tigress] says, "We'll be back before you can say 'noodles,'" they say it, actually, before the dad does. I love that.

[Scene shows Mr. Ping giving Po his travel pack, with his Furious Five action figures on top.]

COBB: Yeah. And Po's brought his action figures along.

NELSON: Yes, that's a little thing. You notice that all of the Five are action figures, and they're all in that basket and that comes handy later.

ZIBACH: I think that's a really funny beat to bring that back from the first film and then actually use it as a tool later on. I love that.

[Scene shows Po departing with his father.]

ZIBACH: I really like the color signature going from that red one to the gold sequence and Po basically, you know, he's attained everything in that Valley. Now he's gonna have to leave it and that's... The palace, you know, over his shoulder and his dad, and that kind of line that's drawn through them while they're talking. I think that's really strong just as a cinematic, you know, kind of visual, reminding you of what's important to Po...


ZIBACH: ... before he has to leave.

COBB: Yeah, and then through the montage you're kind of intercutting Po's point of view with the peacock, and there's some kind of interesting split-screen stuff that happens in there as well.

[Scenes show a montage of Po and the Furious Five traveling across China, and then interchangeably switching off with Lord Shen preparing his wolves and cannons.]

ZIBACH: It's always fun to do [a] montage... You know, we did a big one in the first movie when he's training and then to echo that again here but now it's contrast against Peacock.

NELSON: Yeah. I remember Guillermo... that was a Guillermo thought, and I thought it was a really good one, where he said, "Treat it like an action scene. It's not a montage, it's an action scene." You go from a heavy emotional beat to a very quiet, intimate talking scene, and that moment really needs to have the excitement and has to have the momentum of these two freight trains coming together to face off.

COBB: Yeah, you definitely get a sense of the epic scale of China and the fact that they're going on a big journey through that whole area.

ZIBACH: Yeah, and Peacock's power is growing.


ZIBACH: It's great.

NELSON: And Po can't even run.


ZIBACH: Gets winded.


[Scene shows Po and the Five sleeping on a boat, and later Po sparring with Tigress.]

COBB: So this moment on the boat after Po wakes up, there's just some great animation there from Dan Wagner.

NELSON: Oh yeah, it was just that one held shot where Po is trying to find inner peace. And we just locked off the camera. And there were thoughts of moving the camera around but, you know, it's just gotta be all about the animation in that shot. And Po's acting in that shot, Dan just did that. He just did that in a pass and it was perfect.


COBB: Yeah, just hilarious.


COBB: And the idea of sort of finding another side of Tigress, potentially…

NELSON: Yeah, 'cause if we don't have Shifu, we gotta have somebody that is Po's main relationship in the movie, and, really, it has to be Tigress. And in the first movie, we get to see her being really hard, and he earns her respect. But in this movie, you get to see their friendship grow, and you get to see the softer side of her that we barely got a peek of in the first movie when you see her sad when she was a little kitten.

COBB: Yeah.

NELSON: When Shifu turned his back on her. This scene is really all about, you know, having a heart to heart with the scariest person in the world.


NELSON: And the little peek into Tigress, showing that side of her, and really realizing that people's expectations of who she is are not jiving with who she probably is inside.

COBB: Yeah, and Angelina Jolie brought a lot to that, I think.

NELSON: Yeah. 'Cause you think of her as being really hard-core, because, you know, she's...

COBB: She's pretty tough.

NELSON: She's pretty tough. But she's also very sweet, and I think this side of her allowed her to explore Tigress as much more multi-dimensional. And this sequence is... is almost... is probably the quietest, most intimate that we get for a long time. It's just about Po trying to talk about this awkward subject.


COBB: Yeah, the beginning of sort of an interesting relationship and dynamic between Po and Tigress in the movie that kind of evolves.


COBB: I don't know where it's going. I'm just saying.

ZIBACH: I loved setting all of that against the softness of the misty, kind of pre-dawn.


ZIBACH: And... it's hard-core for when it needs to be with her. And then they've got this relationship that's kind of getting worked out here and Po's working out his trouble. I just love it.

NELSON: I love...

ZIBACH: It's a nice set to do it in.

NELSON: Yeah. It's that whole thing of guys don't talk about their feelings until it's beaten out of them.


NELSON: So that's what this scene's kind of about, you know. The only way these two martial arts masters can talk about it is if they spar.


NELSON: And she's, she's cool.

COBB: Yeah, and I love her reaction when he says that he just found out that he was adopted, this really great moment of, like... She's trying to be constructive.



NELSON: That was William's shot, right?


NELSON: Yeah. William Salazar, and it's just amazing animation.

COBB: Yeah, it's really subtle, really great stuff.

NELSON: And just that held look where her eyes dart over and back again. And between that and Dan's shot here of Po sort of saying his problem here.

ZIBACH: Here's the eyes of that... My favorite.

NELSON: Yeah, I love that.

GUENODEN: The eyelids opening on that... the punctuation of it, for that scene.

NELSON: Yeah. Again, these are all tiny, subtle things that are added in animation. And you can't ask for it anywhere else but in animation. And it's just brought by the animator on the shot. You don't talk about it, you just do it, and you show it and go, "Oh, my gosh. It's alive."

COBB: Right. Everyone laughs.



COBB: There's a great line from Mantis here about his dad, his daddy issues.

NELSON: Didn't we have that in the first film?

GUENODEN: We tried.

NELSON: We tried?



GUENODEN: We tried to hint on the fact that, yeah, that's what happens for those kind of bugs, but... it never made it.


GUENODEN: And I was so glad the day that that joke was put back in.



COBB: And Seth Rogen's delivery is always just spot-on.

NELSON: Always spot-on. And someday maybe we'll be able to see that female mantis.


COBB: Get him a nice romance.

ZIBACH: We did design her. We did.

NELSON: We got the design, so maybe we'll have to see her someday.

[Scene shows the Gongmen City tower in the distance.]

GUENODEN: I just love that shot...

COBB: So this tower location is incredible.

NELSON: Oh, my gosh, with that water.


[Scene shows Shen and his gorillas inside the tower.]

NELSON: And this whole interior is so beautiful. I think it's a testament, though, to how gorgeous it is by how you actually used the atmosphere and fuzzed some of it out.

ZIBACH: Yeah, 'cause in order to be able to focus on parts of it, you know, you actually have to take some away, and lighting did an amazing job. We have probably a better feel for atmosphere and light in this movie than the first one. Probably 'cause we even built more, and our sets are a little more layered because we were very aware that we were gonna be in 3-D.

NELSON: Mm-hmm.

ZIBACH: And then lighting just doing an amazing job putting all of that together and with all that complexity, being able to focus on what you need to focus on. That's a pretty tall order.

[Scene shows Shen standing in front of his cannon.]

NELSON: Isn't that the whole symmetrical composition you were trying to go for? Differentiate?

ZIBACH: I love that for the bad guy, to always kind of be on axis, and he's always gonna be kind of driving forward straight on the line to the viewer, you know, so this one is perfect. You put a cannon in the middle and that's the line that he's gonna stand on, you know. But then Sooth takes you off that and I love it.

NELSON: Yeah, so even though the composition is straight on, I know in animation we always had to... You were the policeman for making sure we didn't get it too symmetrical.



GUENODEN: Because he's got such a long neck, such a round head that if he's facing camera, he just looks like a lollipop

ZIBACH: Yes. Yeah.



GUENODEN: I was always, "No, no. Roll the head axis. Turn it slightly." You know, just like any actor would have to find his best profile for a shot, we would have to find his.

[Scene shows Shen talking with the Soothsayer.]

COBB: Michelle is great through here. It's a really funny little exchange between the two of them.

NELSON: Yeah, it's really, really funny. And I think the key to her is just making sure that... She carries a lot of weight as far as, you know, serious compositional stuff that she's gotta do. But in order to make sure she doesn't come off as stodgy, I think Joel Crawford came up with this pass...

COBB: Yeah, a lot of great gags.

NELSON: ... where he just came up with this character for her where she's a goat. And the fact that she's a goat lightens her character, so she can go to dark places, but you still enjoy watching her. It's not like, "Oh, no, she's coming on." It's dark and dreary...

COBB: There were passes where she was pretty dreary.

NELSON: Yeah, that was before Joel's pass of the scene, and she was very much a straight soothsayer.

COBB: Yeah.

NELSON: Then he made her a little bit peckish.



NELSON: And also he was playing with how they would have a little bit of that repartee where she was playing with his mind, more, in that pass. I think that really showed off very well.

[Scene shows Shen pinning Boss Wolf down to the ground.]

COBB: And the boss wolf, great character.

NELSON: Great character.

COBB: Danny McBride's voice, I think, is really... was a great idea.

NELSON: I think it was interesting for him. He evolved as well, 'cause at one time, he was more of like, the lug, just a straight lug...

COBB: Mm-hmm.

ZIBACH: Mm-hmm.

NELSON: More of a scary dude. But him being too scary undermined the peacock being scary, and it was like they canceled each other out a little. And to make him more "the idiot."


NELSON: The sort of goodhearted guy that does bad things.

ZIBACH: Right.

NELSON: I think he's a little bit more redeemable. But his voice, Danny's voice, is just amazing for that.

COBB: Yeah, that's funny.

[Scene shows Po and the Five arriving in Gongmen City's harbor.]

COBB: So you see a lot of the city through this sequence, obviously which is beautiful.

ZIBACH: These two first shots, I love these shots.

GUENODEN: I love this.

NELSON: I wanna loop those shots forever.

GUENODEN: It's gorgeous.


[Scenes show Po and the Five sneaking through the city.]

COBB: I do know, from the beginning, one of the ideas was that maybe Po wouldn't be so good at stealth mode.

NELSON: Yeah, 'cause you don't want him to be, like, super-super confident all the time, because then he's not Po anymore.


NELSON: He can do kung fu, because otherwise you don't have a Kung Fu Panda movie. But something like stealth mode, that's just not him. And this sequence was actually really, really challenging. We were crazy...

COBB: A lot of passes on this sequence.

NELSON: A lot of passes, because it's just purely about having fun with him going from point A to point B. That's all it is. But trying to find the most fun way, and we worked a lot of that through layout and animation, trying to get through these sets in the funnest way possible.

ZIBACH: Marc Scott's team in lighting, he actually lit that first wide shot and then... this sequence came through pretty hot and heavy at the end, and look how much stuff is in it. They did an amazing job lighting this sequence.

[Scene shows Po disguising himself with a kite and a fan.]

COBB: And Po has his little drag moment here, towards the end.

NELSON: Oh dear.

ZIBACH: Clever use of a kite.

COBB: A nice... yeah. Nice setup there.

NELSON: I think we should bring up the fact that these crowds...


NELSON: ... played a big part in this movie. We have a whole city to populate, and every shot has people walking and doing stuff, and...

ZIBACH: New characters, sheep and antelope, were added to our crowd characters to get a new feel in the new city.

NELSON: Yeah, we couldn't do any of this in the first film.

ZIBACH: Yeah. It's definitely more ambitious than the first film.


COBB: Yeah, and you feel like he's really gone someplace new compared to the Valley, which was so small. This is like this huge metropolis.



ZIBACH: Well, there's stuff in here that... when we're looking at different shots, I feel like we're back in Pingyao.


ZIBACH: You know?


ZIBACH: That was an inspiration where we stayed overnight in a banker, an old banker city, which was really cool. And shots in here remind us, I think, exactly of what it was like to be there.

COBB: The gates through the town...

GUENODEN: The picture of the stone... You can actually feel the warmth of the stone.


NELSON: Yeah, the way the light was playing. That slight rosy color, you really captured that

ZIBACH: Mm-hmm.

[Scene shows Po and the Five sneaking through the city in a dragon costume while taking out wolves.]

COBB: And this beloved sequence of the wolf getting pooped out


NELSON: Remember the meetings, the animation meetings with that pooping moment?

ZIBACH: Oh yeah.

NELSON: And, you know, there were the passes where it was too poopy and one not poopy enough. And, and... yeah.

GUENODEN: There was a time when we should have had that football, do you know? When we actually hold it and...



NELSON: Too much straining in that pass.


COBB: Yeah, everyone's idea of what a poop is like when it comes out is a little bit different.

ZIBACH: Ohhh...


COBB: But it led to the whole subsequent pooping montage that's about to occur.

NELSON: Yeah. And all the swallowing of wolves and pooping them out. [They laugh.] Whose shot was it when Monkey gets pooped out?

ZIBACH: Michelle.

NELSON: Michelle's shot. And the fact that I'm talking through the shot when we're launching it, that replacing Monkey for one of the wolves as being pooped out.

GUENODEN: That's one of the ideas that we came up with as we were launching the shots, yeah. And it totally works, yeah.

NELSON: Very funny. Yeah, and it was just so good. All of these little additions every step of the way just builds it.

[Scene shows Po and the Five escaping away from the dragon costume.]

ZIBACH: I love that even the dragon costume that they're in... it actually worked in real space. We didn't have to build a whole hero one for them to be inside of.


ZIBACH: I think that adds to the believability of everything, is that we're not cheating. You know, you can actually go and shoot this city.


ZIBACH: You could be in that costume running about.

COBB: Yeah, I really found that costume point of view in 3-D, particularly, as you're running through the city, it was really fun.

NELSON: Remember as you were animating it, too, it was a question of making that costume a real character.

ZIBACH: Right.

NELSON: So it behaved like a character. It wasn't like a guy in a suit.


NELSON: It was a large dragon sneaking through town.

COBB: Yeah, with his little eyes switching back...

ZIBACH: So funny.


ZIBACH: Yeah. The googly eyes.

COBB: It's great.

[Scene shows Po and the Five in Gongmen Jail.]

COBB: So this scene went through a lot of different versions.

NELSON: Oh, my gosh!

COBB: Had some trouble with this one.

NELSON: This one was trauma. [They laugh.]

ZIBACH: It was a fight club, it was a tavern as far as locations go, let alone what was happening within it.

NELSON: Yeah, because it really had to just fulfill the same story point, which is the... meeting these people that you thought was hope. And it's taking away everything that Po could hang his hope on and go, "Okay, I gotta do this myself." That's what this scene was supposed to be. And that story point could be fulfilled in many different ways. And that's why we boarded it in every way possible. They were in tutus doing a little stage show for wolves...

[Cobb laughs.]

ZIBACH: Oh, my...

NELSON: Oh, my goodness, there were so many different ways of doing this. They were fighting for money because they had fallen down to gambling. It just went all over the place. And, really, the only thing that showed them giving up completely and clearly was them sitting in jail, not fighting.


ZIBACH: Yeah, and fighting to stay in.

COBB: Right.

NELSON: Yeah, and it just seemed so simple afterwards.

[Scene shows Po trying to get Storming Ox and Croc to leave their cell.]

COBB: And this choreography through here of the fight with the jail cell door, I think really gave it some...

NELSON: Yeah. It's a nice thing to have that sort of line in the sand where you have to keep them in our get them out. And any of these fight scenes, you gotta have a clear objective. Otherwise, you don't know who's winning at any given point.

[Scene shows Tigress flipping Po around in mid-air.]

ZIBACH: That's brilliant.

NELSON: That's a Dave Pate shot.

ZIBACH: So funny.

COBB: Just hilarious.

NELSON: It's so crazy and I think Joel boarded that one.

COBB: Yeah.

NELSON: And Dave Pate took it and said, "No, I'm just gonna follow exactly what the board did. As a complete single panel as that was, I'm just gonna do that." And all you see is a little jiggle in the butt and that's it.


COBB: The music in this sequence is really fun, too. It has kind of a retro...


COBB: ... kind of kung fu feel.

NELSON: Originally, we had a version of music that was much more traditional. And it just gave the scene a real, sort of...


NELSON: ... tonally down. And this is supposed to be a fun conversation where he's trying to assert his point that kung fu is not dead. And I think Hans [Zimmer] was there late one night...

COBB: It was very late, I think.

NELSON: It was very late. We were sitting there, kind of being a little punchy after a while. He said, "I got an idea." And he played this and it was just...

ZIBACH: It was cool.

NELSON: Oh, man. Wasn't this Lauren's cue?

COBB: I think it was, yeah.

NELSON: I think it was Lauren's cue.

COBB: She just really brought this whole kind of fun energy to the scene.

NELSON: Yeah, it's very retro martial arts movie.


[Scene shows Boss Wolf and two other wolves finding Po and the Five in the jail.]

NELSON: That shot right there with boss wolf is Rodolphe.


ZIBACH: I could tell.

GUENODEN: That was terrific.

ZIBACH: I wasn't even in animation and when I saw this shot in lighting, I was like, "That's Rodolphe."

NELSON: It looks just like him.


NELSON: They filmed you doing this.


NELSON: Helped the animation get that, and it's exactly your facial expression, the way you bob your shoulders. Oh, my goodness.


[Scene shows Po chasing Boss Wolf in rickshaw carts.]

COBB: This is one of the early scenes, one of the early ideas for the big city rickshaw chase, sort of a car chase idea.

NELSON: Yeah, the idea of having a car chase in ancient China with no engines was quite challenging, but made for a cool idea for an action sequence. But we cover, pretty much, half the city.

ZIBACH: Yeah. The city was built for the rickshaw chase, in a lot of respects. We figured out all the technology to create the city, you know, because of this.

NELSON: Yeah, you and Damon would sit there and you plotted out every single block that we could use...


NELSON: ... every eyeline that we were gonna see. It was insanely complicated. And making sure that we had all the elevations to make all these moments work...


NELSON: I mean, look how vast that city is.

ZIBACH: Yeah, it's huge.

NELSON: It's huge. And that's all practical.


NELSON: That's not matte painting.


NELSON: It's a real city. And that's something we never could've done in the first movie.

ZIBACH: No. And I think for... and it pays off in stereo again, where you really just believe the whole thing. I mean, it all works.

NELSON: Didn't, on the first movie, when Tai Lung and Po is on that firecracker cart, there was like one city block and we could barely get that.

ZIBACH: Yeah. Yeah, the technology's gotten better, computers have gotten fast... You know, just in three years, you know, what happened with the technology allowed us to go crazy, really.


[Scene shows Tigress power-punching Po to give him a speed boost.]

NELSON: This is a moment I very much enjoy. I think it's one of those, again, one of those cranky weekend thoughts where I needed to have Tigress hit Po in the butt and create a firestream for the inertia.


COBB: Yeah, that's great. Like a sonic boom moment there.

NELSON: Yeah, and that beautiful effect from afar of that firestream is amazing.

ZIBACH: Yeah. And the close-up shockwave with the air bending, then refracting, you know, what you're seeing, it just really adds to that moment before they jettison Po down the street.

NELSON: Yeah. Didn't Lawrence have to look at a bunch of shots of planes?

ZIBACH: There was a lot of sonic boom footage we were looking at. That was really fun.

NELSON: Yeah. Just beautiful research gone to a butt-hit.



[Scene shows Po and Boss Wolf thrown through the air above the city.]

GUENODEN: That's Philippe, again, that animated that. Philippe Le Brun.


COBB: Yeah, this is a great animation thing here, too. Just...


[Scene shows Po slamming Boss Wolf into the ground.]

GUENODEN: I love the timing of that hit, there.

ZIBACH: Yeah. Bang!


NELSON: It's like pancake batter hitting a counter. It's like, splat!

ZIBACH: Everybody in the theater always goes, "Ooh!"


ZIBACH: Everybody feels that. The timing's perfect.

GUENODEN: For it all be in wide, as well.


[Scene shows wolves swarming Po and the Five.]

COBB: There's some great crowd work here with the wolves...



COBB: ... the wolf army and the movement of those characters.

NELSON: Again, we never could have had this in the first movie.

ZIBACH: We didn't have anything.

NELSON: This many characters in a shot and you can't tell which ones are crowd and which ones are main.


NELSON: They're all very carefully integrated, and it just gives that sort of threat that they're surrounded.

[Scene shows the wolves chaining up Po and the Five.]

COBB: This was tricky to figure out how to actually lock these guys up because they're all such strange creatures.

ZIBACH: I think I had Jason build, like, four or five different sets of manacles and they were all chained together at one point...

NELSON: Oh, my gosh.

ZIBACH: ... and it just got too crazy, so...

NELSON: Wasn't it a case of "If we chain them together, it would be the complexity of an entire battle sequence"?

ZIBACH: Yeah, so that was out.


ZIBACH: Now the gorilla just has a stick with a hook on it and he grabs Po. And then sort of everybody else follows, so they didn't have to be all chained together.

[Scene shows Shen sparring with himself in the tower.]

COBB: This is a beautiful moment to see, really, what that rig is capable of...


COBB: ... and the cloth and... cloth and feathers working together.

NELSON: The peacock fighting, all that beautiful choreography that you did, it's just so gorgeous.

GUENODEN: Yeah, we had to cut it down a lot, but...


GUENODEN: ... just to hit more of a story point, but, yeah, it was fun just to make a showcase of his elegance and still, you know, being very fierce and dangerous, but...

NELSON: This was actually a tough call because we actually animated a pass of that sequence before.



NELSON: And it was a talking sequence where they were just talking, standing and talking...


NELSON: ... and it didn't feel like it was interesting. You know, it was beautifully animated, but just was not interesting. And it didn't show the issue. It didn't show his fear very well.

COBB: We showed his fear, at one point, by having him practicing in the mirror, seeing how he looked.

ZIBACH: Right.

COBB: And then decided to go with a little bit more action slant on it.

NELSON: Not badass enough.

COBB: Yeah. It wasn't very cool.


ZIBACH: It definitely makes it more of a cage. Like he's ready for a fight and he's practicing and it builds that moment when Po is gonna get there.

NELSON: Po's headed into trouble.


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