Disney's New Lion King Is the VR-Fueled Future of Cinema

For the 26 million people who watched friends in the mid-’90s, Jon Favreau was Pete Becker. Not the star filmmaker who would make Elf a holiday classic; or who’d launch the Marvel juggernaut by directing Iron Man; or who’d update The Jungle Book for the CGI generation. Just Becker, a tech whiz who—before wooing Monica in a six-episode arc—had become a gazillionaire by creating a piece of business software called Moss 865. It was so named for a reason. Moss 1 exploded. Moss 2 would only schedule appointments for January. Becker, convinced his idea would change the world, pressed on. Today, it’s hard to describe Favreau’s latest project, the much-anticipated Lion King remake, without thinking of Pete Becker.

In fact, it’s hard to describe the film at all.

There are some obvious facts, sure. The Lion King is the next installment in Disney ’s series of reworked animation classics, which includes not just The Jungle Book but also live-action updates of Cinderella and Aladdin. The film’s Bambi-meets-Hamlet plot, in which an African lion cub named Simba flees his savanna-ruling family after his father’s death, is nearly identical to the 1994 megahit that remains the highest-earning G-rated movie of all time. James Earl Jones reprises his role as the murdered king Mufasa, joined this time around by Chiwetel Ejiofor, Beyoncé, Donald Glover, Seth Rogen, and others. If you’ve seen the trailer, there’s one other obvious fact: The new rides an atomically thin line between CGI animation and live action.

This is where, to quote Simba’s meerkat friend Timon, the going gets tough. Achieving that photoreal look, the thing that trompes your oeils into thinking you might be watching a nature documentary, wasn’t simply a matter of employing space-age visual effects. Favreau and his crew shot The Lion King as one would any conventional movie: with dollies, cranes, and other tools that let cinematographer Caleb Deschanel get just the right angles. There were even lights and cameras. It’s just that the cameras and lights were nowhere to be found.The Lion King was filmed entirely in virtual reality (well, save a single photographed shot). All the locations you know from the original—Pride Rock, the elephant graveyard, Rafiki’s Ancient Tree—exist, but not as practical sets or files confined to an animator’s computer. They live inside a kind of filmmaking videogame as 360-degree virtual environments, full of digitized animals, around which Favreau and his crew could roam. Headsets on, filmmakers had access to all the tools of the trade, just in virtual form. Say you’re getting ready for a scene in which young Simba talks to Zazu, his father’s adviser, and the “sun” isn’t falling on Simba’s face the way it should. Favreau or visual effects supervisor Rob Legato could just add a “light” to boost the intensity.

Outside, in the real world, is the so-called volume, which would be called a set if there were anything to it. Instead, the volume is a large open space in which the crew has set up dolly tracks or cranes—not for cameras, exactly, but for viewfinders roughly the size and weight of the cameras they’re replacing. Those viewfinders are festooned with pucks, handsized globs of plastic that broadcast infrared signals. Overhead on a metal truss, a matrix of 3D sensors tracks the signals and translates the viewfinders’ positions back into VR.

In order to block out a scene, the filmmakers would put on their headsets and figure out exactly where the cameras and lights would go to best capture the action, using handheld controllers to move the virtual equipment around like chess pieces. Then, real-world camera operators in the real-world volume would “shoot” the virtual environment by moving their tracked real-world viewfinders around—movements which were mirrored by the virtual cameras in the virtual environment. Two layers of reality, meatspace motions capturing digital dailies.

A decade ago, James Cameron’s Avatar pioneered a technique in which actors wearing motion-capture suits could be filmed inside digital backgrounds in real time. Later, on films like Ready Player One and Solo: A Star Wars Story , filmmakers started using VR headsets to examine the virtual world and even plan shots. What Jon Favreau has cooked up for The Lion King transforms VR from a handy filmmaking accessory into a high-powered, improvisational medium in itself—a Pete Becker–sized leap forward and a stirring reminder that VR is changing the world in ways you don’t need a headset to see.

Donald Glover records one of Simba’s songs.

Seth Rogen gives life to Pumbaa, Simba’s farting, singing warthog friend.

The year the original Lion King came out, Hollywood writers were in the grip of VR fever. Michael Crichton had just published his erotic corporate-sabotage thriller Disclosure, in which data gets visualized in a virtual world; soon after, the novel was made into a movie starring Michael Douglas and Demi Moore. (If you think that’s the most ’90s sentence possible, you’re almost correct.) Johnny Mnemonic and Strange Days, two cyberpunk films that made VR a significant part of their imagined futures, were both in production. Even the NBC sitcom Mad About You had an episode in which its lead characters toyed with investing in a VR startup, ultimately putting on headsets for virtual run-ins with Christie Brinkley and Andre Agassi. (Now that’s the most ’90s sentence possible.)

Still, for all the psychedelic dreams that trickled from science fiction to celluloid, virtual reality couldn’t seem to worm its way into our actual lives. The equipment was heavy and uncomfortable, and it delivered laggy graphics. Besides, something called the internet had gone wide. As abruptly as it had boomed, VR faded, eclipsed by the immediacy and accessibility of the web.

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Visibility and viability are very different things, of course. When VR dropped off the cultural radar, it found a second life in the vast market situated next door: industrial application. As the Los Angeles Times wrote in 1995, “The technology is starting to find an important place in real estate, construction, medicine and many other realms.” Pop culture had made the public think of VR as an entertainment medium, but that limited view effectively turned the technology into an iceberg, the paltry tip of which bore little resemblance to the enormity of what lurked beneath popular awareness.A decade or so later, the smartphone came along, spawning an industry of miniaturized displays and sensors that facilitated VR’s 21st-century rebirth. Companies like Oculus realized that consumer VR hardware was finally viable, and the public began to reimagine the realm of virtual possibility—one that included a new approach to filmmaking. With 360-degree video placing viewers inside the movie, some predicted that “VR cinema” would be so transformative that audiences might never again be satisfied with watching a flat theater screen. Alas, a century of filmmaking conventions wasn’t undone so easily. When VR cinema failed to sweep away standard Hollywood blockbusters, the iceberg effect kicked in again: Guess VR won’t spark a film revolution after all!The set of The Lion King, though, makes very clear that the VR revolution did happen. It just didn’t look at all like the soothsayers thought it would.

Favreau and crew don headsets and enter the virtual environments of The Lion King.

“You’re here watching us flap our wings,” Favreau says to me with a grin as he prepares for another take. It’s a February afternoon in 2018, nearly a year and a half before The Lion King hits theaters, and we’re standing inside the aforementioned volume, which is itself inside a squat, nondescript facility in LA’s Playa Vista neighborhood. This is where the movie took shape. It’s where the voice actors met to record their scenes, with cameras capturing them so animators could use their expressions and emotions as reference for the animals. It’s where those real cameras then got swapped out for virtual ones, so the crew could shoot the movie. Today is one of the last days of principal photography, and it’s a pivotal one, involving a tense scene between Simba (Glover), Scar (Ejiofor), Sarabi (Alfre Woodard), and a group of hyenas. Simba has returned to the pride after years away, ready to confront Scar about his role in Mufasa’s death.Standing at the edge of the volume, I’m able to watch each take twice on the largescreen monitors that overlook the action: once as they’re filming it, and once when they play it back to examine the results. (I also could have put on a VR headset and been there at Pride Rock itself.) At the moment, the scene isn’t overwhelmingly lifelike. The animals, synced with the actors’ voices, walk through their predetermined paths with a perfunctory stride; the environments look impressive but not breathtaking. All of it will later be polished to a high sheen, the footage handed over to editors and animators who will spend the next year and change optimizing each stride and snarl until the finished version vaults out of the savanna and past the uncanny valley. Before any of that, though, there’s a problem with the scene they’re trying to film: Every time cinematographer Deschanel yells “Three, two, one, go!” a troublesome hyena gets in the way of the Steadicam.The Steadicam operator, Henry Tirl, is holding a harness-mounted rig with the general shape and feel of cameras he’s used on previous films (Thor, Dunkirk, plenty of others). Of course, the viewfinder doesn’t show him what’s happening in the empty volume—it shows Sarabi accusing Scar of murdering his own brother. As the action unfolds, Favreau and Deschanel watch both the monitors and the camera operator, cuing Tirl’s choreography. Once again, a virtual hyena walks into the frame, obscuring Sarabi.

The actors were filmed so that their body language could be used as reference for the animals. From left: Florence Kasumba as the hyena Shenzi, director Jon Favreau, Eric André as the hyena Azizi, and JD McCrary as young Simba.

It’s a bug straight out of live-action moviemaking. In a more conventional animated film like a Pixar production , this would be the “layout” phase, where CGI characters are placed in various positions for key points in a scene, with animators later filling in the action that occurs between those “keyframes.” If this were like War for the Planet of the Apes , where actors in performance-capture suits played the animals, they’d just tell the offending hyena to take five. Here, the hyena’s path has already been charted by the animation team, and it just so happens to walk through the Steadicam’s sightline. “These extras are terrible,” Favreau mutters.To make matters worse, Tirl keeps getting too close to the edge of the volume. But the flexibility of virtual production allows for new kinds of solutions: one purely virtual, the other purely human. To give Tirl a bit more room, Legato adjusts his scale in the world so he’s a bit bigger compared with the rest of the scene—not so much that he “moves through like the BFG,” as Favreau puts it, since that would make the Steadicam shot feel swooping and unnatural, but just enough that Tirl’s footwork gets him a sightline past the interloping hyena. “I’d make the move earlier,” he tells Tirl, adding an insurance policy. This time, it works.

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“There you go,” Favreau says. It’s why he wanted to shoot The Lion King this way—forgoing the impeccable control of computer animation for the uncertainty of human-controlled cameras. “We chased that shot for a long time,” he tells me later. “I would have never asked for that push-in had I not watched him do it in the moment.” He likens the all-hands-on-deck style to a jazz combo recording using a single mic rather than breaking into separate sessions to get clean solo tracks. “Sometimes the perfect take is when you almost lose it and have to make a little correction,” Favreau says. “You could be more efficient, but when you look at the footage cut together, it begins to feel like you’re looking at a real movie.”A real movie. It’s a phrase he’s used a handful of times during my visit. Like the movie’s producers—and most likely Disney’s entire marketing department—Favreau doesn’t quite know what to call whatever The Lion King is. So he’s defining it by contrast. He doesn’t mean real like not-virtual, he means real like not-animated-at-all, the messy serendipity of its filming style lending it an organic, human quality that not even Pixar’s emotional intelligence has been able to match. “We’ll probably have to come up with some sort of new language,” he admits.Maybe virtual action? VGI? Some other tortured portmanteau? Right now it doesn’t really matter. While no one was looking, VR birthed a new genre of film. It’s breathtakingly immersive yet intrinsically real. Real in the way that Favreau, a guy whose love for movies had him serving as an usher at a theater in Queens long before he was a director, wants to preserve. “It’s nice to be able to turn to these new technologies that could otherwise be a threat,” he says, “and use them to reinvent and innovate.”

Cinematographer Caleb Deschanel uses hand controllers to adjust virtual filmmaking equipment in the virtual setting.

Favreau is now working on The Mandalorian, an upcoming nonvirtual, live-action Star Wars series for the Disney+ streaming service, but other filmmakers are picking up where he’s left off. Across town, Fox’s VFX Lab has built its own virtual production facility, headed up by the same person who developed the virtual filming techniques James Cameron used a decade ago on Avatar. (Now that Cameron is working on a set of Avatar sequels, he has said that he and the crew “live, eat, and breathe virtual reality all day long.”)

With the biggest studios throwing money in this direction, you can begin to think a few years down the road, to a time when headsets have shrunk down and rendering can be accomplished in real time. What The Lion King is pioneering could eventually become something almost unrecognizable: actors in headsets performing their scenes inside the movie’s virtual setting, their every line, gesture, and nuanced microexpression playing out on the faces and bodies of their in-movie avatars, all captured by virtual cameras controlled by the headset-wearing crew. The organic supercharged with a burst of the virtual, modifiers like “animated” and “CGI” withering away in the face of the infinitely possible.

Don’t worry if you can’t picture it. It’s all there, just below the surface.

Peter Rubin (@provenself) writes about media, culture, and virtual reality.

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