"Over the Hedge"


They eat to live. We live to eat.

They take what they need and use what they take. We take what we want...and then want more.
In fact, the oddest creatures on Earth may very well be us.

For more than 10 years, that has been the view of a pair of unlikely best friends—a raccoon and a turtle—as they have peered into the manufactured and manicured world of suburbia in the popular comic strip Over the Hedge.

Written by Michael Fry and illustrated by T Lewis, the strip made its debut in June 1995 and has since shared daily doses of the animals’ wry and often pointed observations about human foibles and fallacies.

Director/screenwriter Karey Kirkpatrick notes, “The comic strip is about a turtle and a raccoon who peer over a hedge to observe human society and then lampoon it with razor-sharp wit. It’s brilliant observational humor told from an animal’s unique point of view.”

Director Tim Johnson remarks, “The comic strip is an inspired funhouse-mirror reflection of what we are as suburbanites, as humanity. It’s from the perspective of the animals that glimpse us through our own backyards and comment on the strangest animals on the face of the Earth, human beings.”

“It’s a great setting because anyone who has a backyard has had some experience with wildlife,” Michael Fry states.

T Lewis offers, “That was certainly my situation. I lived out in the suburbs and would often see squirrels and rabbits in the yard and raccoons scratching at the windows, looking for food.”

Johnson adds that the experience of sharing our backyards with wildlife is a global one and is not exclusive to America’s suburbs. “Whether you’re in the suburbs of Chicago or the suburbs of Paris, whether you live out on a farm or in the middle of the city, there are animals who have had to learn to deal with the fact that humans are pretty much everywhere now. Wherever you are in the world, the species may change, but the hijinks are pretty much the same.”

“You might look at these animals and ask yourself, ‘What are they thinking?’ And what we’re saying is that they’re thinking they want to get into your kitchens and into your refrigerators,” Fry laughs.

Johnson says he was a fan of the comic strip long before he became involved in the film, partly because he had lived some of the story. “I grew up in the suburbs of Chicago and, at the time I started first grade, from the end of my street there were miles and miles of cornfields as far as the eye could see. By the time I graduated high school, those cornfields had been replaced by a housing development, and one past that, and one past that, and another past that. So I went from living on the edge of suburban sprawl to living in the middle of it within a span of 10 years. We didn’t exactly have a hedge, but we did have a bunch of small trees, and in back of that was a field full of possums and raccoons and skunks. So for me, ‘Over the Hedge’ was a chance to dabble in the very world I grew up in, while swapping places with the animals to see the world from their point of view.”

“It felt like a great arena in which to set an animated film,” says Kirkpatrick, who co-wrote the screenplay with Len Blum and Lorne Cameron & David Hoselton. “We were able to take characters who are very cute and lovable for the kids and allow them to offer a satirical commentary on society within the context of the story.”

Johnson points out that the movie “Over the Hedge” serves as something of a prequel to the long-running comic strip. “We like to say that our story ends where the comic strip began, meaning the comic strip features the sort of ‘odd couple’ friendship that already exists between Verne and RJ. The movie explores how they met in the first place, which allowed us to take a brand new approach to the characters. It was very liberating for us, but we still worked closely with Mike and T to make sure we stayed within the framework of their world.”

“Mike and T were both actively involved in the development of the film; it was an outstanding partnership,” Kirkpatrick agrees. “We would have been fools not to tap into their unique insights. We worked very hard to include their voice, their commentary, their perspective on this world. As we built the story, we always tried to keep the spirit of the comic strip at its heart—the attitude that it has toward our need for wretched excess, for convenience, to have everything bigger, better and faster. What all that looks like to our animal characters and the effect it has on the animals—that’s also at the heart of this film.”

Producer Bonnie Arnold asserts, “Really, it is we who are in the animals’ backyard; they are not in ours. The comic strip and now the movie are about how suburban sprawl impacts the animals’ lives and how they have to adjust to survive in this new environment.”


One animal has not just learned to survive but actually to thrive in the paved and pre-packaged world of suburbia. An enterprising raccoon named RJ has found a way to make the other animals’ loss his gain.
Johnson expounds, “A group of woodland creatures awaken from months of hibernation to discover that, where once was a forest there’s a hedge, and beyond that hedge, there is a brand new world they are terrified to venture into. Enter RJ. We call him our raconteur raccoon. He’s a sly character with his own agenda, who’s used to living life on his own and who has never experienced anything like the home and family that Verne and his friends have. We compare RJ to Harold Hill in ‘The Music Man’—a sort of sly con man who comes in and talks a good game, but never quite warns the animals of the perils he’s leading them into.”

Bruce Willis provides the voice of RJ, and Kirkpatrick says he had just the right vocal quality for the role, which was part thief, part huckster and all charm. “RJ needed to be a charming rascal. Bruce has this roguish side to his personality, but he always has this kind of half smile that gives you the sense he’s playing a little bit of a game with you while letting you in on the joke.”

Willis offers, “It was fun to get into the RJ mode. He is a devil-may-care raccoon, the David Addison of the animal kingdom,” the actor adds, referencing the irreverent character that first brought him to fame on the television series “Moonlighting.” “Over the years, RJ has accumulated all these human items that he carries in a golf bag—his own bag of tricks. It’s all very clever, but the most appealing aspect of the character for me is when he shows his vulnerability. He is really a lonely little raccoon, who runs into this family of animals and finds he wants to be part of them. But the con man in him needs something from them, and a lot of the comedy comes out of the predicaments RJ gets them into. There are a lot of funny things that kids will be able to relate to, but much of the humor was written specifically for the adults. The film makes a strong point about over-consumption, and holds a mirror up to human behavior and society in general in a way that I think everybody is going to find funny.”

“Bruce was a wonderful guy to work with,” Johnson states. “Every session he would ask what else we had learned about the character and how he could bring more to the part. It’s a joy to work with somebody who is not only so passionate about his own performance but also about contributing to the overall picture.”

Unfortunately for Willis’ character, RJ is going to learn a lesson about over-consumption the hard way when he forgets one important rule of nature: only take what you need. Caught stealing a wagonload of food from an angry bear, RJ has exactly one week to pay it all back—right down to the red wagon—or he’ll be dead meat...literally.

“How is he going to do it?” Johnson asks and answers, “Take advantage of these naïve innocents and con them into gathering enough food to repay the bear.”

The leader of that group of innocents is a turtle named Verne, who is voiced by Garry Shandling. “Verne is a very practical, cautious turtle, and Garry did a marvelous job of capturing his warmth and family affection, as well as his fear of change and anything new,” Johnson says.

As the de facto head of the forest family, Verne is the first to venture to the other side of the hedge, with disastrous results. He barely makes it back alive, and now, Johnson reports, “Verne looks at suburbia and sees nothing but peril. He never wants to go over that hedge again, but RJ has other plans. He needs the animals’ help to gather a wagonload of food for a hungry bear.”

Shandling offers, “Verne is consumed with protecting his family from this fast-talking fellow, RJ, who just comes in and takes over. Right off the bat, Verne has a bad feeling about him because his tail tingles. When that happens, Verne knows to watch out, and everything RJ says is driving Verne’s tail crazy. Verne has learned to trust his instincts because he is the oldest and wisest of the group. The turtle has been around for millions of years as a species, and they live a long time. I figured Verne to be about 120 years old, but, if I may say, he looks maybe 70, 75 at most...without makeup of course.”

Kirkpatrick notes, “In this role, Garry gives you everything you would expect from him, which is his incredibly smart and wry sense of humor. I don’t think there is anybody better at the subtle undercut. But Verne is also the emotional center of the film, and Garry stepped up to do that very nobly. It was definitely a challenge to find ways for Verne to be as funny as Garry can be without sacrificing the heart and emotion of the story, but he did an amazing job walking that line, just amazing.”

Working on his first animated feature, Shandling states, “The directors, Tim and Karey, really helped me with the character. They were fantastic and very supportive, even though I kept calling Karey ‘Tim,’ and Tim ‘Karey.’ But I used to call my mom ‘Dad,’ and my dad ‘Mom.’”

If Verne is the wariest member of the group, the most trusting is Hammy, a hyperactive squirrel who seems to move at the speed of light and, unlike Verne, takes an instant liking to RJ. Johnson comments, “Hammy is a big-hearted character who embraces RJ, this new guy who comes into their midst. He is adorable.”

Steve Carell, who is the voice of Hammy, observes, “Hammy is tremendously loyal to his friends; he is very kind and very loving. It’s going to make me cry just thinking about him because he is the sweetest thing. However, he also has a very short attention span. He will see things and immediately attach himself to that thing, be it food or be it a friend. He is totally fascinated by life, and I think that is one of his best attributes. He lives life to the fullest…amped up about a thousand percent.”

“Hammy is constantly moving,” Johnson affirms. “In fact, we created special effects that sort of vibrate the air whenever Hammy goes by because he moves so fast, but it was Steve who pushed the design of the character with his voice. In computer animation, we connect all of these controls to animate the character. We realized right away that we needed more controls to reflect the range of Steve’s extremely dynamic vocal performance.”

“His ownership of this character was transformative,” Kirkpatrick agrees. “Steve was able to bring all that manic energy to the role, but he also has an inherent sweetness, and the marriage of those two qualities is truly how the character of Hammy came to life. Our sessions with him were almost too short because he was so good.”

“As an actor, the process of recording the role was very exciting because anything was fair game in terms of creating the character and finding out what makes him tick,” Carell says. “Originally, I was just shown thumbnail sketches of what the scenes would be, then I’d come back a few months later and see it all come to life. To see elements of yourself appear in this animated character was a little jarring, I have to admit, because, for one thing, that squirrel is way better looking than I am,” he jokes.

In contrast to Hammy’s sweet optimism, there is Stella, for whom life, in a word, stinks. Kirkpatrick relates, “The first descriptions of Stella were that she is a skunk with attitude. What do you think of when you hear the word ‘skunk’? You think of an animal that stinks. So we thought, if that is the baggage you carry around all your life, it is bound to shape your personality a little bit. You’re bound to be a tad defensive.”

Stella is voiced by Wanda Sykes, who understands her character’s outlook on life. “Stella has every right to be grouchy and to have an edge to her. Who wouldn’t if you just stunk all the time? Stella is great; she gets it. She’s like, ‘These are the cards I’ve been dealt. I’m a skunk. People see me and run away. This is my life. It stinks, but I know it stinks and I’m going to deal with it…but not necessarily on a positive note.’”

Johnson recalls, “When we pitched Wanda the part, she really tapped into the idea that this is a character with a self-esteem problem. Stella’s acerbic humor and quick temper is actually hiding a fear of rejection. She wants to push you away before you push her away.”

“Wanda brought Stella to life with great verve and spunk,” Kirkpatrick remarks. “She was a perfect fit for the role. Wanda has an amazing vocal quality and her attitude has almost become iconic. She is a writer’s dream, because you can give her just about anything to say and she’ll make it funny with the attitude she brings to it. But there is also a vulnerability to Stella, and Wanda played that beautifully as well.”

The softer side of Stella comes out when she finds romance with a domestic housecat she calls Tiger. Tiger holds the key to getting into his house, and his house holds the key to saving RJ’s tail. Sykes explains, “Stella goes through this huge makeover because she has to look like a cat to trick Tiger. She’s hesitant, but she does it to help her family—the group of animals who have always accepted her. But seeing how pretty she looks starts to give Stella more confidence. She looks in the mirror and says, ‘Hey, I’m not that bad.’ She also feels a real connection with Tiger, although she knows she’s not being herself.”

A spoiled purebred Persian cat, Tiger is immediately smitten with the disguised Stella, and even after learning she’s a fake feline, Tiger is undeterred. “When he finds out she’s a skunk and the attraction is still there, Stella knows she’s found her guy. She’s not letting this one get away,” Sykes laughs.

Tiger, whose full name is Prince Tigerius Mahmoud Shabazz, is voiced by actor and comedian Omid Djalili, who says, “Tiger is a ridiculously pompous Persian cat who thinks Stella is a down-and-dirty street cat, but they seem to have chemistry anyway. Basically, Tiger falls in love with a skunk, but he doesn’t care because he can’t smell anyway,” he notes, referring to the “designer” nose of the purebred Persian cat.

Djalili adds that he immediately felt a cultural affinity for the role. “I got a call from my agents saying the people at DreamWorks had seen my work and wanted to meet me for this role. They said the character is Persian, so why not have a real Persian play it? I couldn’t say no.”

Producer Bonnie Arnold offers, “We had heard some voice tapes of Omid and knew he was very funny. We were really excited about him for the role of Tiger and flew him over from London to meet with us about the project. His voice added a different texture to the character, and he was so much fun to work with, too.”

There are two real families within the extended forest family of woodland creatures: the possums, Ozzie and his daughter, Heather; and the porcupine couple, Penny and Lou, and their triplets, Quillo, Bucky and Spike.

William Shatner is the voice of Ozzie, a possum who excels at—what else?—playing possum. Johnson says, “Possums do in our film what possums do in reality: whenever they are in danger, they play dead. But our possum, voiced by William Shatner, plays dead with a Shakespearean flair. He is a very melodramatic possum.”

Shatner expounds, “Possums don’t have a fight-or-flight mentality. What they do when threatened is drop dead; that’s their defense mechanism. The way they wrote my character, he’s a very Shakespearean possum. He likes to die very theatrically…I don’t know why they chose me.”

“As a longtime fan of William Shatner, it was a real honor to direct him,” notes Johnson. “You will never work with a more energetic, dedicated performer than Bill. The man’s comic timing is consummate. You never have to explain the setup of a joke to Bill; he reads the scene, gets it and will give you 15 different variations on a line, and every one is flawless.”

“I’ve had a lot of radio experience, and doing animation is almost like radio because the only way to reach the audience is through the coloration of your voice,” says Shatner. “You’re in a room taking cues from the director about the context of the line—What’s the situation? What’s the energy? What’s the tempo? There’s also room for improvisation, so it’s great fun.”

“Some of the funniest lines were the ones the actors came up with on the spot,” Kirkpatrick says. “We were very big on letting the actors find the character and own it. That’s when the magic really starts to happen.”

Ozzie has a teenaged daughter named Heather, who doesn’t share her father’s penchant for drama. Johnson says, “Ozzie takes great pride in his species’ ability to play dead to fool his enemies. The problem is that he sees enemies at every turn, so, to Heather’s mortification, Ozzie is flopping over ‘dead’ any time there is a loud noise, or a sudden movement draws his eye. We like to say that every time Ozzie dies, Heather dies a little, too…of embarrassment.”

Chart-topping recording artist Avril Lavigne, who plays Heather, attests, “When Heather’s dad fakes dying, it’s embarrassing to her because she thinks he goes overboard with it. You know, a lot of teenagers get embarrassed by their parents. We all go through it, so maybe a few kids out there will relate,” she smiles.

Although Lavigne is obviously no stranger to working in a recording studio, “Over the Hedge” marks her acting debut. She remembers, “When the offer came in to do this movie, I thought it would be exciting because the script was great and it was a good part. I came in not really knowing what to expect, and I had a blast. Everyone I worked with was super cool and made me feel very comfortable.”

“Avril is an incredible voice in the world of pop music and a terrific voice in the world of our film,” Johnson notes. “This is her first acting role, but by the end of her first session, Avril didn’t need any advice from us. She gave us a ton of great line readings. As a young woman, Avril still has a finger on the pulse of teenagers today. We wanted Heather to be a girl wrestling with the expectations of her father and this peculiar thing her species does, playing dead. Avril got it immediately and gave so much wit and personality to the character. We were just thrilled to have her in the cast.”

Representing traditional family values are the perfect porcupine parents, Penny and Lou, voiced by two actors who have frequently been paired on the screen, Catherine O’Hara and Eugene Levy. “They’ve known each other for a long time and have worked together before, and their voices complement each other nicely,” Arnold says. “They are both such talented actors and comedians, and they immediately understood what we were looking for in the characters. They brought a lot of warmth and heart to their parts.”

Johnson adds, “We thought of how much fun it would be to unite Catherine and Eugene to play Penny and Lou. They go way back to their Second City days together, so they have a natural chemistry and the kind of rapport that a couple married with children would have. Because they’ve performed together so often, they know each other’s rhythms and comic timing, which was important because, as is usually the case with animation, they did their parts separately.”

O’Hara remarks, “Watching the movie, I was struck by how close the characters seemed—like they had this history together and were having so much fun. I kept remembering that we were not with each other when we recorded the voices, but it really comes off like we were together.”

“You forget for a split second that it’s your voice,” Levy adds. “You can actually detach yourself and just start looking at the film as cute and funny and lovable, and then realize, ‘Hey, that’s me.’ It’s a great feeling to know that I’m in this movie with these other great actors playing furry little characters. I can tell my grandkids, ‘That’s me doing the voice of Lou.’”

Both hailing from Canada, O’Hara and Levy had no problem calling to mind Penny and Lou’s distinctly northern accent. Levy says, “We grew up in Toronto, Canada, where we got American television through a border station in Buffalo. They talk like that there, as well, so it wasn’t unfamiliar to my ear.”

Penny and Lou have the added prickly circumstance of being the parents of a set of mischievous porcupine triplets: Quillo, voiced by Madison Davenport; Spike, voiced by Shane Baumel; and Bucky, voiced by Sami Kirkpatrick, who, being the son of director Karey Kirkpatrick, admittedly had an inside track for the role.

The woodland band is not without enemies, both natural and manmade. On their side of the hedge, there is Vincent, a large bear with an appetite to match. Before going into hibernation, Vincent had stockpiled enough junk food to keep himself fat and happy for many months—that is until RJ tried to make off with his cache and ended up accidentally destroying it. Now Vincent has given RJ one week to recoup his losses or Vincent will be forced to resort to a different food group.

Nick Nolte, who provides the voice of Vincent, asserts, “Vincent is not a bad guy, he just has a little behavior problem. When anyone steals his food, he gets angry…and who can blame him?”

“When we approached Nick Nolte to voice Vincent, he was truly surprised. In his gravelly voice, he asked, ‘Now why would you want me to be a bear?” Johnson laughs. “The role was his the moment we met him. He is an actor who really understands subtext and totally wraps his brain around a character. He brought such an incredible richness to the role.”

Another cast member making his animation debut, Nolte states, “In 40 years of doing films, this was the first time that I had no idea what my character would look like. I found the process to be quite interesting. It was much more collaborative and directorial than I expected it to be, which was very helpful because the directors were with the characters for so long and knew them better than anyone.”

On the suburban side of the hedge, the animals face a new kind of enemy in the person of Gladys Sharp, the by-the-book president of the El Rancho Camelot Estates Homeowners Association, who lives and dies by the rules that keep her community in perfect order. Kirkpatrick says, “The character of Gladys was a way for us to take a not-so-subtle jab at the homogeny that results from development—the push towards uniformity and to squelch individuality. Gladys is obsessed with appearances, and she is there to enforce the rules.”

Lending her voice to the character of Gladys, Allison Janney agrees, “Gladys is a stickler for rules and regulations. What makes her happy is having a tightly run ship. She gets very upset when things get messy, and what messes things up more than raccoons in your trash cans? She is trying to maintain this wonderful community where everything is perfect and clean and beautiful, and these animals come along and threaten to destroy it. Gladys sees her neighborhood being overrun by vermin, and it’s up to her to get rid of these vicious animals.”

Bonnie Arnold comments, “We all know Allison Janney from ‘The West Wing,’ and she has done a lot of drama, but I don’t think many people know how funny she can be. She was up for anything; the more outrageous the character became, the more she relished in the role. We laughed a lot when Allison was in the studio.”

“I think doing animated films is one of the greatest jobs for an actor,” Janney states, “and it’s especially fun to play the villainess. I love to be silly and do crazy voices and be big and bold. Most of the time, directors are telling me to bring it down, but with this project, whatever I could bring was good…and the more the better.”

Horrified by what she regards as a virtual vermin infestation, Gladys calls for professional help. She gets more than she bargains for, however, when Dwayne—a.k.a. “The Verminator”—answers the call. A ruthless exterminator with an arsenal of weapons and the world’s worst comb-over, Dwayne is a formidable foe to any animal unlucky enough to be in his sights. Kirkpatrick confirms, “Dwayne is a force to be reckoned with when it comes to the animals. He is utterly committed to pest control, and his nose is so trained that he can take one sniff and know the phylum, genus and species of whatever animals are in range.”

Thomas Haden Church, who provides the voice of Dwayne, remarks, “He is absolutely an arch professional, but given his line of work, you could say he’s inhumane. He is the animal kingdom’s worst nightmare. Gladys is at her wits’ end, so she hires Dwayne to be the answer to her problems, but he just exacerbates things to a whole other level. Dwayne probably solves fewer problems than he creates. He thinks he is the best at what he does, but he may have met his match in these animals.”

Kirkpatrick notes, “Thomas is an amazing talent, but I don’t think any of us were aware of how extraordinary his improv abilities are. I would say that half the lines Dwayne utters are ones that Thomas came up with on the spot. He really helped develop this character and brought him to life in ways that were not on the pages of the script.”

“I had a lot of fun working with Tim and Karey,” Haden Church says. “I thought the lines were funny, the characters were funny... It was just clever and different. I am proud to be part of something so wildly entertaining and original, and at the core of it, there is a genuinely sweet, life-affirming story. That’s what really made me want to be a part of it.”

Bonnie Arnold states, “When you look at our entire cast, it is just an extraordinary ensemble for any movie. We were so thrilled that these remarkable actors all wanted to be a part of this film. Each of them contributed so much, not only to the development of their respective characters but also to the comedy and to the heart of the movie.”


In bringing the characters in “Over the Hedge” to the big screen, the filmmakers wanted to retain the spirit of Michael Fry and T Lewis’ comic strip in both attitude and appearance. Tim Johnson attests, “We were fortunate to have them as consultants on the picture—to learn from Mike about the tone of these animals’ wry observations, and then there are T Lewis’ beautiful drawings. It’s always a pretty big leap when you go from a 2D drawing to a 3D character, and perhaps an even larger leap when you go from the beautiful line quality of T’s illustrations to something as fleshed-out and furry as our CG characters. It was an incredible challenge to capture the personalities T has drawn in his two-dimensional, black-and-white world in our three-dimensional, color world and still stay true to them, but because we worked so closely with Mike and T, I think we caught their irreverent fun and style in our animated characters.”

The comic strip creators say they understood the challenges and were impressed with the results. “They just had my little black-and-white scratchings as a jumping off point,” Lewis says, “so when I finally saw everything come alive, I wasn’t prepared for it. The color, the richness and the beauty…it was staggering. For me, it was like Dorothy walking into Oz from her black-and-white Kansas house. It was fantastic.”

Fry agrees, “It’s always a scary thing to have your creation brought to life—to wonder, ‘Is that how I imagined it in my head?’ And for our readers, is it how they imagined it? But they did such a marvelous job of staying faithful to our characters.”

Production designer Kathy Altieri, who oversaw all of the film’s design elements, from the characters to their environments, remarks, “The comic strip characters have an intrinsic charm, but we had to take them to a more sophisticated level visually in order for audiences to feel the kind of connection to them that we wanted in our film.”

“Over the Hedge” involves animals that might be seen in our own backyards, but it is neither easy nor advisable to get close enough to study them. Instead, Sea World and Busch Gardens Animal Ambassador Julie Scardina, a frequent guest on “The Tonight Show” and other talk shows, came to the DreamWorks Animation campus to give the various departments the opportunity to get up close and personal with the animals they were designing and animating. The teams could see firsthand how the animals moved, and observe and even feel the different qualities of their fur, quills or shell.

Bonnie Arnold relates, “She brought examples of all the different animals we have in our story and allowed the teams to study them and learn about their habits and habitats. It was an invaluable experience for everyone working on the film.”

Johnson affirms, “To actually get hands-on with our animals was a remarkable perk. It showed us that they have completely distinct body language, movement, faces and personalities. Although we are familiar with these species, there were still many discoveries: the inquisitiveness of the raccoon, the quickness of their fingers and how they want to touch everything; the roly-poly quality of the porcupines, which were adorable—nobody expected them to be like spiky little bears; the wisdom in the turtle’s face; and even the squirrels…we’ve all seen them before, of course, darting around campus or in our yards, but to get close enough to see the electricity in their eyes… It was all incredibly inspiring. It was a chance for all of our people to appreciate the spirit and uniqueness of these animals, and it translated into the way we approached not only the character design but also the characters’ personalities and their individual story arcs.”

Altieri remembers, “When they brought the animals to the studio, it surprised us because we had spent a lot of time designing these exquisitely stylized characters, and when the real thing showed up, they were so much cuter than what we’d been creating. Animals have a natural appeal that we weren’t capturing in our original designs, so we had to take a step back and say, ‘Okay, how can we make our characters at least as cute as their real-life counterparts?’ We went back and redesigned the characters, and that was directly inspired by the animals that were brought to the studio that day.”

As cute as they are, the furry little animals in “Over the Hedge” came with their own set of challenges, beginning with the fur itself. With the exception of Verne the turtle, all of the animals are covered in fur, and each species’ coat has its own qualities and markings. “Over the Hedge” is the first computer-animated film from DreamWorks Animation with dynamic full-body fur, meaning the fur itself could be animated from head to toe.

Animation has always been an exceedingly collaborative art form, but creating, animating and rendering the many lengths, properties and colors of the fur in “Over the Hedge” involved an overlapping collaboration that blurred the line between departments. The process often circled back and moved forward again through the pipeline as different hands discovered what worked and what didn’t.

The fur system is an offshoot of the wig system that was first utilized in “Shrek 2” and expanded for “Madagascar.” For “Over the Hedge,” the system had to be advanced exponentially. The basis of the program involves multiple “guide hairs,” which are positioned by the surfacing department on computer models of each character and serve as the template for the movement of the fur overall. By manipulating the guide hairs, the animators could move and deform the fur—the more guide hairs there are, the finer the controls. Different parameters could also be assigned to the guide hairs, allowing the animators to choose the degree of movement from one character to the next and from one scene to the next. Even on a single character, the number and placement of the guide hairs could be adjusted to fit the requirements of the action.

As with any “first,” there was a fair amount of trial and error involved in animating the fur. The porcupines, with their long, sharp quills, proved particularly thorny. Lead character technical director (TD) Nicolas Scapel clarifies, “The quills are very long so their motion was amplified. But when the first cuts came back, we had to trim the quills because the porcupines kept stabbing each other.”

To give the animators control over the many hundreds of quills, the character TDs rigged a system of hair “magnets,” using the wig system. In addition, a set of animatable geometric shapes was designed to deform the fur or quills from the outside when they came in contact with objects or other characters.

Visual effects supervisor Craig Ring says that, despite the constant advancements in computer animation, “things still don’t know when they run into each other. Every time the porcupines spun around, their quills stuck through other characters or objects. We were constantly manipulating them to bend out of the way. They were also a huge challenge to light because the quills are long and spiky and have graduating colors. It was hard to get them to read well, but the end result was worth the effort.”

Surfacing supervisor Clunie Holt adds, “The guide hairs were the route to the movement and animation of the fur, but the quality of the fur was done in partnership with lighting. Lighting was responsible for the light and shadows that create depth and dimension, so we worked closely with the lighting people to make sure our fur was working with the different lighting set-ups.”

Fur also had an impact on how the animators achieved the animals’ facial expressions. Richard Walsh, who won a technical Academy Award® for his development of the facial animation system, explains, “The way you perceive expressions on a human face is by noticing what’s called signature wrinkles that appear when you smile or frown. For example, you can read my facial expressions by watching the physical changes in the skin around my eyes, mouth, etc. But on cartoon characters whose faces are covered with fairly thick fur, you can’t see wrinkles. To get any reading of the expressions at all, you really have to exaggerate the animation.”

Johnson illustrates, “When a character is, say, lying—one of the hardest things to do in animation—the character has to imply somehow that he is hiding the truth. RJ does a lot of lying in this movie, and our animators had to be able to communicate that wordlessly. The complexity of our character set-up allowed for an incredible level of sophistication in our CG characters’ expressions.”

Being a turtle, Verne was hairless, but what he lacked in fur, he made up for in shell. While his shell has the appearance of being a solid, inflexible object, character TD supervisor Jeffrey Light counters, “You’d think it was rigid, but there are hundreds of controls all over Verne’s shell, so every little piece can be manipulated to allow him to move around. (Character TD) Marc Wilhite built the rig for Verne, and he spent the better part of a year getting it so that Verne could take the shell off, huddle down into the shell, and any other variation you can think of. But even then, animating Verne in his shell was a real challenge for the animators.”

Supervising animator John Hill confirms, “Verne is wearing that big shell, so it was like animating a chubby, little guy wearing a heavy backpack that also restricts his arms and legs. It took us a while to figure out how to animate him walking, for example, because if he stepped too high, his leg would come right through the shell and we couldn’t have that. So that was one of a few issues we had to deal with.”

Light comments, “Between all the characters, there is a wide range of mobility, so the most difficult thing for the character TDs was to envision how each one would move. In the case of Verne, you have a limited range of motion, but with RJ, he had to be very agile, able to climb trees and do all sorts of things. Certainly for Hammy—who’s zipping across the screen at supersonic speeds—we knew the animators were going to have to be able to stretch him and do some very non-anatomical things to his character.”

A lightning-fast squirrel, Hammy represents the most graphic use of squash and stretch in “Over the Hedge.” Squash and stretch—the process of deforming an object and then snapping it back into shape—is used by animators to illustrate motion or impact. With Hammy, it was also incorporated to convey speed. Nicolas Scapel says, “He’s really fast, so we knew when we were rigging him that they were going to have to push him to the extreme. But when we looked at the footage frame by frame, even we were amazed by how far the animators could push him. In fact, Hammy is so fast, he was breaking the laws of gravity and physics.”

The visual effects team helped depict Hammy moving at warp speed with an effect they dubbed “Sonic Hammy.” Effects supervisor Mahesh Ramasubramanian offers, “When he runs that fast, it’s like a sonic boom. There’s a ripple effect: the grass and leaves bend in whatever direction he goes; there’s a cloud of dust; anything and anyone in his path reacts to him running past. The directors loved it so much, they wanted more ‘Sonic Hammy’ shots. It was a lot of fun.”

Apart from the animals, the animators also had fun with the two most prominent human characters in “Over the Hedge,” Gladys Sharp and Dwayne “The Verminator,” who were as individual as the animal characters. Supervising animator David Burgess observes, “They look and move very differently. Gladys is thin, tall and angular with very clear body language. Dwayne is big and heavy…and he also has that ridiculous comb-over.”

Light says, “Dwayne has this huge belly, and it was important for the animators to be able to slosh his belly around as he walked, so (character TD) Yakov Baytler had the job of putting a whole control system into his midsection.”

Dwayne’s most obvious feature, however, is his comb-over, which Baytler set up almost to have a life of its own. Light expounds, “Yakov put controls in it so it acts more like a hand. It can fly up and over and go all over the place when he moves his head, so it was pretty comical. I love the character. He’s really quite bizarre.”

“The Verminator” arrives in a truck that is tricked out with an arsenal of pest-control weapons that he utilizes to hunt, trap and kill his prey. Though inanimate, every gadget had to be rigged by the character TDs so they could then be “worked” by the animators. Scapel says that the truck was only one of the many intricate props used in the film. “We had a lot of really complex character props. RJ’s golf bag, for example, required hundreds of controls. The modeling department would send us these perfect computer models with all kinds of moving parts, but they didn’t come with instruction manuals. We had to go in and figure out which part moved with what and how.”


The “title character” in the film is the Hedge itself, nicknamed “Steve” by the forest animals, who are alarmed by its sudden appearance and decide naming it will make it less threatening. Production designer Kathy Altieri reveals that rendering the seemingly static block of leaves was much harder than it appeared. “You look at a hedge and think it’s the simplest thing on the planet. It’s a hedge; it’s just leaves around a box. How hard can that be? Trust me, our hedge was incredibly hard to achieve, from both an artistic and technical standpoint. It was especially challenging when we had the characters walking through the hedge.”
Altieri continues that the hedge, albeit large, was only one piece of the foliage seen in “Over the Hedge,” which is comprised of a virtual greenhouse of assorted plants. “We created a variety of basic designs for the trees, bushes and grass, along with a number of what we call paint effects, which are little set-dressing plants that we could place here and there in the woodlands. In the computer, all of these could be combined, re-combined, flipped, re-grown, re-surfaced, re-colored and re-textured to make this amazingly rich forest. Working with the effects team, we could customize any tree or plant exactly to fit our needs. In fact, the hardest thing about creating a forest is the rendering time required because of the sheer volume of data. There was a lot of underlying technical support going on at a furious pace just to allow us to have all that wonderful background stuff, like leaves gently blowing in the wind.”

Lighting supervisor Michael Necci confirms, “We had a convergence of a whole forest full of furry characters, resulting in a huge amount of detail, with individual hairs and individual leaves. The computer has a hard time coping with that much information, which presented a technical challenge on top of the aesthetic challenge of making everything not only look realistic but beautiful. Our render times went way beyond any film we’ve ever made, so the increased power in our render farm was essential to getting this film done.”

DreamWorks Animation’s longstanding relationship with Hewlett-Packard (HP), the studio’s preferred technology provider, made it possible to meet the massive computing demands of “Over the Hedge.” In the largest and most powerful render farm ever used for a DreamWorks Animation film, HP servers, powered by AMD Opteron™ dual-core processors, delivered more than 15 million combined render hours to turn digital information into full-fledged images of fur and foliage, not to mention water, fire, an explosion of artificial nacho cheese flavoring…and virtually everything else that can be seen on the screen.

With the hedge serving as the dividing line, fur and foliage spelled the difference between the still-natural habitat of the woodland creatures and the artificial, cookie-cutter world of suburbia that has encroached on their forest. Altieri affirms, “We tried as much as possible to pull those two worlds apart to reflect the animals’ point of view. The forest is this beautiful, sunlit, glistening place that the animals have known their whole lives. It’s their home. And when RJ first introduces them to the world over the hedge, the suburbs are glorified—the land of opportunity. Later, as Gladys’ backyard becomes a harsh and threatening place, we used lighting, staging and color to make the suburbs now appear dangerous and unfriendly.”

Both worlds were designed to be seen from an unusual perspective. “We very much wanted to tell the story from the animals’ point of view,” says Altieri. “We addressed that by paying a lot more attention to the lower echelons of our world.”

Art director Christian Schellewald recalls, “A lot of our research was just crawling around, going everywhere little critters could go and seeing things from all kinds of crazy angles. I sometimes found myself stopping on the way to work and crawling on the asphalt, taking pictures. Everybody was looking at me wondering what I was doing,” he laughs.

“We were taking pictures of the most absurd things,” Altieri agrees. “I spent a lot of time on my hands and knees taking close-up photos of lamp bases and the legs of a patio table. We had to think of little details, like the pads that go on the bottom of table legs, because these characters were going to be at that level.”

To give moviegoers a “squirrel’s-eye-view” of the action, so to speak, head of layout Damon O’Beirne took a similar approach with the cinematography. Director Tim Johnson states, “Working with Damon and our layout department, we really wanted to create a very immersive experience that made you feel like you were a squirrel running along a high wire or a turtle cautiously peering over his shell. Our camera is not just observing our characters but moving with them. We wanted the audience to experience what it might be like to be 12 inches off the ground and seeing a human or a house for the first time.”

O’Beirne adds, “Scale was a very important cinematic element in the movie—like thinking of a kitchen being the size of a cathedral—but it was not just the scale of the animals to the environment, it was also the scale of the animals to humans. It’s one thing to look at the height of a raccoon or a turtle and say, ‘Okay, I need to put the camera low to the floor,’ but to get the feeling of being with the animals, that’s what we were going for.”

O’Beirne reveals that one member of the layout team devised an interesting way to illustrate the idea. “Dave Morehead put a camera on the back of a dog and let it run. It was really interesting to watch the footage. It not only captured that point of view, but it also gave us a sense of how the camera would work with the motion.”

The directors also came up with a way to help everyone working on “Over the Hedge” identify with the animals’ perspective. On the DreamWorks Animation campus, one wall of the five-story garage is covered in ivy, and standing next to it looking up, a person might better comprehend what it would be like to be a small animal dwarfed by a giant hedge.

Director Karey Kirkpatrick notes, “We look at a six-foot hedge and it’s not that big a deal to us, but this movie is about seeing the world from a different perspective. Every person coming on this film was required to stand at the base of that wall to get a feel for what it would be like for the animals in that situation and, hopefully, apply some of that insight to the work they were doing.”

In “Over the Hedge,” the viewer’s perspective is also influenced by a method more commonly employed by live-action cinematographers. O’Beirne offers, “Something people should look for in ‘Over the Hedge’ is a lot of depth of field. We’ve never made an animated film like that before. We definitely looked for opportunities where we could rack focus between the foreground and the background to draw your eye.”

Visual effects supervisor Craig Ring expounds, “Depth of field simply means controlling the focus. Your eye naturally goes to what is sharp and crisp on the screen, so live-action cinematographers use it all the time to make the audience look where they’re supposed to look. It’s a tool we’ve had available in computer graphics, but haven’t used nearly as extensively as we have on ‘Over the Hedge.’”

The final step in crafting the look of the film was the lighting, which adds color, depth, dimension and definition. The lighting is handled by the computer graphics team, who, again taking a cue from the work of live-action cinematographers, used cutting-edge techniques to over-expose the daytime scenes to saturate them with sunlight, or to use just enough ambient light to suggest a moonlit night.

Johnson offers, “We’re very proud of the breakthroughs we’ve seen during the making of ‘Over the Hedge.’ As a filmmaker in the medium of computer animation, I still marvel that there seems to be no limit to what is possible. With the kind of tools we have, anything we can imagine is within our grasp as storytellers.”

Karey Kirkpatrick adds, “I was the least technically savvy guy on this production, and although I was aware of the various technical challenges and advancements, they never hindered our ability to tell the story. Quite the contrary. And, in the end, that is what our technology is in service of, a good story, well told.”


The music in “Over the Hedge,” in the form of both score and songs, also contributed to the telling of the story. “I think everybody knows that music evokes emotions in ways that spoken words cannot,” Kirkpatrick states. “A song or a musical score can dictate the emotions of a certain scene in a way that the script or even images might not be able to, so I’m incredibly excited about the trio of musical artists who had a hand in the music for this movie. They span the gamut of experience.”

Composer Rupert Gregson-Williams created the score for “Over the Hedge,” and popular singer/songwriter Ben Folds contributed three original songs to the film, as well as a rewrite of his appropriately titled hit, “Rockin’ the Suburbs,” and a cover of the Clash song “Lost in the Supermarket.” Overseeing the process, Academy Award®-winning composer Hans Zimmer served as the executive music producer for the film.
“It was a great team,” Bonnie Arnold notes. “We had not one but two great composers working on this film. Rupert Gregson-Williams composed the score, and then we had the fabulous Hans Zimmer coordinating with him and Ben Folds to bring all the music elements together. I have to give credit to our directors, Tim Johnson and Karey Kirkpatrick, because they were much more familiar with Ben’s work than I was when we first started, but I really appreciated what he brought to the film.”

Kirkpatrick attests, “Tim and I have long been fans of Ben Folds and we wanted to get him on this picture, because of his lyrics in particular. Ben sort of views the world the way these animals might view the world; he has a keen eye for our human foibles and writes about them in his songs, so it seemed a perfect fit.”

“Ben is one of the smartest lyricists and most inventive tunesmiths working in music today,” Johnson agrees. “He not only wrote songs for the picture, he worked closely with Rupert and Hans, so his songs and Rupert’s score work together seamlessly.”

Gregson-Williams says, “I could have written this sweet orchestral score for the movie, but with Ben’s sound, we could do something different, something a bit more rock ‘n’ roll. We had never even met each other before, but when he came in to work, there was no ego with him. He just loves music, so it was great fun working with him.”

Folds comments, “Rupert is a very talented composer and has had more experience in movies than I have, so he really held my hand through a lot of this. He and Hans were both great, and to get to work with the best is always good.”

Folds’ reworking of his song “Rockin’ the Suburbs” is heard as the film’s end credits start to roll, and Folds says, “I was really happy with the ‘Rockin’ the Suburbs’ rewrite because it’s a difficult thing to do—to go back and rewrite your own stuff again. I actually dug up a new approach to the song about living in the suburbs.” Folds’ re-recording of the Clash song “Lost in the Supermarket” follows “Rockin’ the Suburbs” during the end credits of “Over the Hedge.”

The first original Ben Folds song heard in the film is “Family of Me,” which focuses on RJ, who travels alone and is, as he says in the film, “a family of one.” Folds relates, “He’s a pretty cocky fellow, but he’s been put in a very tough position. In the song, he’s saying ‘how great I am,’ but the directors were really into the angle of showing how great he’s not, so you hear that in the background vocals.”

The second song, called “Heist,” accompanies the montage sequence when, under RJ’s guidance, the animals engage in a coordinated effort to steal the suburbs blind. “I wanted that song to be silly fun,” Folds offers. “The words are about how you can take all you want because, from the animals’ perspective, it all grows back. There’s plenty more where that came from.”

In a complete change of pace, the third song, called “Still,” is a ballad that underscores the point in the film when both Verne and RJ are forced to change their perspective as they arrive at the same crossroads, albeit from different directions.

Johnson reflects, “As Mike Fry and T Lewis’ comic strip has shown us, to look at how we live from the point of view of the animals is a constant source of funny commentary. If there is any message here, it’s ‘Boy, do we have it good.’ Our world of instant food and amazing consumer electronic pleasures is a dazzling wonderland. But the other side of that message is that those things are really distractions in life. It’s wonderful to have our choice of junk food or video games or hundreds of channels at a moment’s notice, but what our lives should be centered around are family and friends, who can’t be replaced. RJ discovers the support of friends and family that, when we look at our own lives, we’d be well advised not to take for granted.”

Kirkpatrick concludes, “‘Over the Hedge’ is a smart comedy with a little social commentary that also has a great message about family at its heart. At the same time, we didn’t want to get too sentimental, because it also allowed us to lampoon the strangest creatures on the planet...us.”

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Over the Hedge
by Michael Fry, T. Lewis

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