‘Sky Captain’ Director Insists His Groundbreaking Dieselpunk Debut Wasn’t a Flop: ‘Somebody Probably Did Lose a Lot of Money, but It Wasn’t Because of This Film’ (EXCLUSIVE)

Released Sept. 17, 2004, “Sky Captain and the World of Tomorrow” was a romance-tinged action adventure inspired by the same 1930s serials that inspired George Lucas and Steven Spielberg when they made “Star Wars” and “Raiders of the Lost Ark.” Earning $58 million against a budget that at the time was reported to be $70 million, the film was considered a box office failure for Kerry Conran, the writer-director making his first film — and to date, his only one.

“As much as this film was a great thing for me, it was also a painful thing for me,” Conran told Variety during a recent interview.

The Flint, Michigan native was not the first filmmaker to employ a “virtual backlot” to tell his stories — notwithstanding Lucas’ use of digital pre-visualization and blue screen technology to make the “Star Wars” prequels, Kazuaki Kiriya’s “Casshern” preceded him, and Robert Rodriguez’ “Sin City” followed shortly afterward. But the cohesiveness and detail of the anachronistic 1939 world he created helped set the stage for everything from the Disney+ series “The Mandalorian,” which used The Volume’s computer-generated backdrops, to James Cameron’s immersive “Avatar” films.

Yet if its influence — or at least its importance as a proving ground for digital filmmaking technology — has gone understated in the decades since its release, its reputation as a flop, at least according to Conran, has been equally overblown. To commemorate the 20 ^th anniversary of “Sky Captain,” Conran jumped on the phone for a lengthy conversation about the history, process and legacy of making the film, whose cost he reveals was not as high as was reported at the time. “It’s just difficult for me to talk about,” he explains. “I have to remind myself that I’m not the only one involved here, and there are people that really put a lot of effort into it and really love the film. And I do too.”

[ This interview has been edited and condensed. ]

Can you talk about what first inspired you to make “Sky Captain?”

Probably most obviously, growing up and being a huge fan of comic books. And needless to say, the influence of Spielberg and Lucas with “Star Wars” opened my eyes up to the serial. It was a fun format, and it was an opportunity to take these stories that I had been interested in as a younger kid and bring them to life. And to not need the resources of a studio at the time — I was looking at it from an experimental, independent standpoint and wanting to do something ambitious that pushed things a little bit. And that all coalesced into what it became.

As a kid, were you very interested in technology, or was it just a means to an end?

I’d say a little of both. I think there’s the experimenter-inventor kind of thing that I always admired, be it Edison or Tesla or whoever. I wasn’t smart enough mathematically or scientifically like they were, but what they did and what they created was inspirational in its own way. And certainly Walt Disney, the things that [his company] invented all for the sake of telling a story, like the multiplane camera that kind of revolutionized animation, was a huge inspiration. And so in that regard, I like to know how things work behind the curtain — but as a means to an end. I never went super deep into these things, but I learned it so when you’re presented with an opportunity to combine that base of knowledge, you might have a means to actually achieve that idea.

What gave you the confidence to feel not only that this was feasible, but the best way to achieve your goals?

Well, it was a couple of things. I went to CalArts and I loved the animation department, and when this first piece of software came out named After Effects I had gotten a beta copy of it. It was a flash of lightning when I opened it up … it was like Photoshop for video. That felt like it was replacing basically the optical printer, which was something that I certainly knew of and used in animation so it occurred to me, why couldn’t you treat live action like animation, and create backgrounds that were flat and apply the foreground elements? There’d certainly been blue screen work dating back forever, but not in a way that on your home computer you could sit there and play with these things. So suddenly sitting on my desktop in my apartment was the ability to kind of do this stuff. And it also occurred to me that if you applied a lot of theatrical technique, you can get away with a lot. So I approached it that way — I embraced the limitations of it.

And then I had been interested in German expressionism, and those were hugely inspirational combined with all these different things that was really all made suddenly possible with this little piece of software. I just started taking photographs or backgrounds and composite things in front of it — at the time I was working entirely in black and white because it allowed me to take stock photos from any era, and yet combine it with something I’d shoot that day, so it was pretty seamless. And I just started creating shots and eventually strung them together. And that eventually became this little short film that I made that kind of kicked off the whole thing. But after four years working on it, I had about six minutes, and I thought I might need help. And that’s when I took everything and kind of showed it to Jon Avnet, and he got it … and we went from there.

Even knowing your idea was going to be executed in a highly ambitious way, how tough or easy it was it to make sure that the story itself was engaging and resonant?

It was hard. I’m not the best writer in the world. I’m not the best anything. But I’m not completely inept. The writing process was completely fueled by being naive, as was making the film — it was sort of not knowing better. At the time I never concerned myself with who the audience might be. I was originally thinking, I’m going to make a ‘lost film,’ something that was found. I was trying to be authentic to the way that they made those films [in the 1930s]. And that made the technical process of writing difficult.

When I went to Jon originally, I asked if he could raise maybe three million, and Jon famously said, “I think we can do a little better than that.” And fortunately or unfortunately, he did. With more money, we immediately went from black and white to color. We had to incorporate 3D elements that I never intended to do. And so we had to develop techniques to work faster. So that whole process all affected the writing because I was having to adapt and change to these changing circumstances and what it was becoming. Had I to do it over, I would’ve approached it more like Lucas and Spielberg did where I would’ve attempted to create something that was less trying to mimic and more inspired by the serials. I think with my approach, you’re watching visually and it’s striking for that time period but it maybe prevents you from fully grabbing onto the characters and following them.

Its pacing is very anachronistic. Was that on the page, or once you started directing and editing, it came together in reflection of your aesthetic as a filmmaker?

The pacing was an issue even back then. I was so fixated on the imagery — like when the zeppelin’s coming in at the beginning, the sequence was probably twice as long as it was now. I loved it. And Jon was just begging me, “Please just cut a little bit. Just go a little faster.” There’s things in it to this day that I think are cut too tight for my taste, except the one thing Jon told me, and I learned this very well, was he said, “When you’re shooting with the actors, always shoot a take that is twice as fast as you think it needs to be.” We ended up using all the twice-as-fast takes. You want to luxuriate in some of the things you’re trying to do, but you’re telling a story and there’s a sense of trying to create urgency and drama. I think we wound up with a happy compromise. Now if it were made, the pacing would be like a modern film. And probably I wouldn’t have the patience for it that I did back then.

Can you talk about what the casting process was like?

Both Jude and Gwyneth have a history and a background of taking chances, and making a place for both Hollywood films and independent films. It certainly was the short that got everybody on board at the time: Jon Avnet met with Jude initially and showed him the short, and he was on board immediately. We didn’t have a script at that point. And then Jude went to Gwyneth, and she was instantly on board — probably not in small part because Jude had enthusiasm for it. They both were willing to take the plunge on something that was just full of pitfalls, and they took a huge gamble. I can’t ever begin to repay them for that. They’re the reason the film got made.

The camera crew is the one that kind of suffered a little bit more because they’re being told to film things that aren’t there, and they didn’t quite believe it was going to work. And so there was a little crisis of faith initially. I asked Steve Yamamoto, who was the head of the animation department, to do a quick pre-vis with this footage we just shot, and he sent it overnight. So the second day of shooting, we were able to show everyone a very crude thing where it had things blocked in for the office, and I think it was sort of this revelation to everyone. And that kind of shifted the tone — everyone had this confidence we might be doing something innovative and interesting.

How did you help Jude and Gwyneth understand the tonality of that ‘lost film’ feeling you were aiming for?

My disposition was terror. I never tried to project myself as anything other than what I was, which was this pudgy kid from Michigan that was trying to make this weird film. I’m a horribly self-deprecating character by nature, and I certainly was that way with everyone. It was helpful having Jon Avnet behind me because it was like if there was a doubt in their mind, there was an adult in the room. They knew that someone was watching this process if anything went astray. So that probably gave them a lot of confidence, but also I think they liked the idea of doing this experimental film. With Jude and Gwyneth, I didn’t do a lot of takes. Occasionally, I would remember to do Jon’s thing, “do one a little faster.” But if what they were doing matched what was in my head, then that was that. And so if anything, I was trying not to come across as too starstruck or intimidated.

Were you satisfied by the finished result? And if not, was there a point of distance that gave you a clearer perspective on the film?

At the time I thought it certainly was far from perfect, and that fell entirely on my shoulders. And I’m accepting of that. I don’t think I failed as much as I wish the film had done better in the box office, but there are reasons for that. It was never engineered to be what it was later presented as. I genuinely was hoping to get the film into Sundance when I was making it by myself and be this independent film that was different from the other independent films because it felt bigger. What it became was something different. I would say that Jon and certainly the studio gave me more opportunities and stayed away as much as they could, so I would not characterize it as a horror story where someone came in and completely changed things. We cooperated and I did my best to accommodate them.

But in retrospect, because a film’s success these days is whether it makes money or not, it didn’t do the ultimate thing it was supposed to. As it was, there’s a lot of misconceptions about what the film cost. Like I said, when we first started making it, our budget went from $3 million to $10 million, in that range. The film ultimately cost somewhere in the neighborhood of $12 million or something like that. That additional money wasn’t from me, it was making it color. Also, Paramount had a “Mission: Impossible” film that wasn’t going to be ready, so they needed something for their winter release. I didn’t promise it because at the time it was simple math to tell you how long it was going to take us, because our little meager render farm could generate only so many frames per hour. So that’s when additional money came online to kind of buy more computers. There was also a lot of money at stake for [financier Aurelio de Laurentiis], who sold it. And that’s where the budget discrepancy, I think, comes from: he made a lot of money off the sale of the film, and we didn’t apply that to the film itself. But again, even as a $12 million film, I think it would’ve been regarded as very successful, but not as whatever the projected budget was in the end. And Paramount did pay a lot of money, but that was above my pay grade, as they say.

So the $70 million that was previously reported refers to the cost of selling it to Paramount, or that Aurelio made from picking up distribution?

I know what Paramount paid for the film when we had 10 minutes of footage that we ended up showing to every studio in town. Aurelio was claiming the film costs a lot more than it did, and it looked like it. So the amount being bid on the film was high — high enough that I heard that Aurelio bought a soccer team with the amount of money. So somebody probably did lose a lot of money, but it wasn’t because of this film. That is sort of where the disappointment comes from … my naivete. You make these things, and Aurelio took a gamble himself certainly, and if he made a profit on it, good for him. I think it came a little bit at my expense, if not a lot, but that is business. But that sort of made the effort harder in terms of what the film had to make back.

How much did that perception impact the opportunities that you got afterward?

Hugely. The perception was there was a lot of money lost in the film, and it just had nothing to do with me or the film itself. But at the time I was working with Sherry Lansing, who was the head of Paramount at the time, and she really loved what I’d made. They had the rights to “John Carter of Mars” at the time, and that was going to be the follow-up film to this. So we started on it using similar techniques, and it was coming along great. But Sherry left Paramount, and so this new regime came in that I had no history with, and all they saw was, why is this kid that lost us all this money working on this big film?

I had probably worked on “John Carter” for nearly a year, and we were very, very close to casting and shooting. But the person that ultimately made the decision had a strong relationship with Jon Favreau at the time and was looking for something for him. So that was kind of handed off to him. And then I briefly was doing something with DreamWorks, a live action animated thing. And two years probably after [“Sky Captain”] had come out, I decided this is not for me. I mean, I can’t spend a year on something that I put all this effort and work into and walk away from it. So I decided to go back and just try to do my own things again. But I do think had the film made $100 million, I think we’d be talking about a different body of work. But I’m not dead yet.

You were able to read the tea leaves a little bit and anticipate what would become the era of the Volume. Have you stayed current with the technology so that if you had the right opportunity, you could slide pretty easily into that kind of challenge?

Yeah, I’ve been absent, but I’ve not been idle. I’ve always looked to technology as opportunity. I went to an E3 convention for gaming, maybe in 2010, and they had the Unreal Engine 3 at the time. It was amazing at that time, and I thought, why couldn’t you make films with this? Because rendering for us was a huge problem in terms of hours per frame, and suddenly you’re looking at this software that can do it in real time. Valve, the company that did “Half-Life,” also had an engine that they created to help make their animatics and stuff, and I flew up there and spent the day with them. And what they’d created back then looked like a non-linear editor, except that the video portion of it was still an active 3D scene. So you could literally sit there and edit a scene together, but then you could reach in and go, I want that tree to be over here, I want to change the lighting, and then you hit play again, you’d change it instantly. At the time, Valve did not want to open that up to anybody else because if someone was going to make a feature with it, they were going to do it.

And then over the years, Epic evolved with Unreal Engine 5, and that’s when “The Mandalorian” and the Volume and all these started using it. Unreal is what drives the Volume. And so suddenly now you have a tool that really is almost capable of creating photorealistic live action. So, I would say yes, I’ve kept up to date. And certainly what’s happening now with AI is once again going to change things dramatically because a year from now there may not even be the need to render. But to answer your question, I continue to work on a lot of different things, and I’m very hopeful, I’ve got two projects that I think we have a real chance with. It’s been a long, long wait, unfortunately.

How have you figured out a way to mitigate the risks you’re taking in developing projects?

The way to mitigate the working on things for a year is whatever happens, if I’ve been working with a producer and for whatever reason, we decide to go our separate ways, it still comes with me. I am hesitant to say anything right now just because of the timing, but ultimately, it’s a long way of saying I’ve gone full circle from being the guy in his bedroom to being the guy in his bedroom. Certainly I’m working with lots of people, so that’s not entirely accurate, but the mentality is the same, I would say. I’ve finally kind of found my way back to where I’m not concerned with anybody but myself in terms of as a guidepost. I think you have to be true to yourself and believe that what you like other people like.

I have one more question about the movie: in the final shot, is the lens cap on or off?

Genuinely, I don’t know. At the time, our attention was focused on so many things that the camera probably had a physical lens cap. But I haven’t seen the film since it came out. At the time it was written to have the lens cap on, but certainly the intention was that she finally got to capture this amazing moment with him and share it with him, and she missed it — it was just between them now, forever, which I thought was a fun, nice ending.