"We've all had the experience where you're sitting in a movie theater, watching the suspense mount, and feeling that tingle start at the base of your spine and slowly crawl up your back until all your hair is standing on end – until, finally, there's something funny, and you laugh, and it breaks the tension," says Don Hahn, producer of Walt Disney Pictures' comedy-thriller, "The Haunted Mansion." Hahn is one of the most successful producers of animated films in history, seeing through such films as "Beauty and the Beast," "The Lion King," and "Who Framed Roger Rabbit." "With ‘The Haunted Mansion,' that's what we've tried to capture – something that's a little bit scary but in a way that's just pure pleasure.

"It's a very interesting combination," Hahn continues. "It's a little comedy, a little love story, a little scary, a little bit of a murder mystery, all hung on a very strong fairy tale spine. With zombies," he finishes with a smile.

"This is a story of romance, and mystery, and comedy," agrees Rob Minkoff, who served as director of "The Lion King" before helming two "Stuart Little" films, "and ghosts – nine hundred ninety-nine of them. But there's room for one more!"

"As well as the haunted house aspect, there is a fairy tale aspect to the story, a Romeo and Juliet angle," Minkoff says. "It also has the comic elements of the ghosts and Madame Leota, and the adventure and scares that you have out in the mausoleum and the cemetery. It's fun to draw from all these different sources and genres and combine them into something new and different that we haven't seen before."

"After all," screenwriter David Berenbaum adds, "ghost stories are about guilt and unresolved issues. Working with Rob and Don, we were always looking for a balance of what would be funny and what would be scary and spooky and mysterious and hopefully we've stirred it a good stew."

"We wanted to do a scary-but-funny movie," says producer Andrew Gunn. "We felt there had been a lot of straight scary movies lately, really scary movies, but not one that made you jump and also made you laugh – not for a while."

The key to that turned out to have the right actor lead the audience through the mansion. Funnyman Eddie Murphy read the script, loved it, and quickly agreed to star as Jim Evers, the real estate agent with an unreal problem on his hands. Minkoff and Hahn knew Murphy would be perfect as an ordinary man who suddenly finds himself and his family in an extraordinary situation. "Audiences enjoy seeing him play this kind of role in this kind of movie, a comedy that's geared to the family," Minkoff says of the multi-talented actor. Jim Evers was written as a workaholic whose total immersion in his work leads him to neglect his family life; Eddie's natural likeability and accessibility would help make the character more sympathetic as he is thrust into the incredible and increasingly bizarre environment of the Gracey Manor.

"Eddie is great as the dad – he's a good dad, but he's fallen into a common trap, thinking, ‘I have to work hard to give my family all these things,' when really, what they want is his time. Eddie plays that so well, and makes it sympathetic and endearing," adds Gunn.

In addition to all these elements was the one obvious inspiration for the film. "I grew up near Disneyland Park and The Haunted Mansion was one of my favorite rides," says Hahn. "I can vividly remember before the attraction opened – there was a long period of time when the outside was done but the inside wasn't, so the gates weren't open yet. I couldn't wait for the day when you could run through those gates and see what the heck was inside. It made a huge impression on me."

"I was already a huge fan of the attraction," says Minkoff. "Many times, I was on the ride that I felt it would be a really cool movie. Getting this chance was a great opportunity to realize that, plus I knew it would be absolutely terrific to work with Don again."

"There were certain things from the attraction that we knew had to be in there," says Hahn, "iconic things that you want to pay homage to in the movie, like the ballroom dancers, a corridor of doors, or the stretching room. Many of the characters you're familiar with from the cemetery make cameo appearances. I think the audience will really appreciate that level of detail."

"What nobody realizes about the rides at Disneyland is how thorough the Imagineers were," notes Gunn. "They didn't just design a ride; they wrote a ten-page story about the house – who Master Gracey was, what happened at this house, everything. They created the groundwork and the foundation for the movie. This movie is a logical extension of all the work they did."

BRINGING A "HAUNTED ELEGANCE" TO THE MANSION

Minkoff credits his background with Disney animation as benefiting his live-action effort. "In animation, everybody worked shoulder to shoulder and shared the vision of what the movie was. It felt the same on this set as well. And that background has given me a lot of experience with visual storytelling," he says. "In animation, you're using drawings and paintings to create characters and tell stories, and in this case we're using human actors. But what I'm thinking constantly is: how are we telling the story? How are we going to focus the audience's eyes in the right place?"

Minkoff assembled a team of department heads to share his vision of the film. From the beginning, Minkoff saw the potential for a high level of class and sophistication for the film – an attention to detail that audiences have come to expect. For this film, he called this concept "haunted elegance," a phrase that perfectly captured the unique blend of Gothic sophistication, romance, fantasy, and refinement that he was seeking. "When the Evers family enters the mansion, it's almost like they're walking back into the 19th century," notes the director. "The characters in the movie have been walking the halls of the mansion for over a hundred years."

If the audience was to believe this, Minkoff says, the mansion had to become as strong a character as any of the humans – which required that special thoroughness. "We designed a very elegant set, and the costumes are richly detailed and colored, and that contributes to building the world of this story," Minkoff continues. "The richness of texture and detail informs the storytelling – it brings a haunted elegance to the mansion itself and all of its characters."

First up was production designer John Myhre, who found a kindred "spirit" in his director and producer. "I've been a fan of the Haunted Mansion since I was a little kid," says the veteran of both period pieces such as "Elizabeth" and "Chicago" and blockbuster genre films like "X-Men." Myhre was responsible for devising the home of the happy haunts, inside and out. From the Conservatory and Séance Circle to the Grand Hall and the Graveyard, from the Entrance Hall to the Armory to the elaborate French-Gothic Mausoleum, the entire manor had to feel as though each room was a part of that same world.

Myhre's production design team (Art Director Tomas Voth and Set Decorator Rosemary Brandenburg) drew their inspiration from a wide variety of cinematic, literary, and artistic sources. The walls of the production offices were lined with inspirational art and photographs from countless Hollywood classics from the genre and the original conceptual art and still photographs from Walt Disney Imagineering – the artists who designed the ride.

"Part of the fun was that each room could have a bit of a different architectural flair," Myhre says. "I started grabbing references from really opulent, wonderful places, because this was a house that was put together, in a way, almost the way Hearst did, where one room would be one style, another room would be another style, with huge fireplaces from Italy and wallpaper from somewhere else…."

When it came to the exterior of the house, the filmmakers decided that the house in the film would not be an identical twin with the house in Disneyland Park's New Orleans Square, but they would be distant cousins. "When everyone decided on the Southernstyle house," says Myhre, "I visited many of the mansions around New Orleans. They turned out to be quite small in comparison to what our story required, usually only two stories tall, in a nice, prim shape and painted white. They were very romantic. We, on the other hand, wanted something that felt haunted and mysterious."

Myhre and his team quickly realized that to achieve this effect, the mansion needed to be ominous, intimidating, and tower above anyone who dared to approach. Taking his cue from the New Orleans location, Myhre replaced Southern gothic pillars with much thinner, wrought iron versions, recalling the grace of the French Quarter and playing even better to Minkoff 's concept of haunted elegance. "I thought instead of doing the traditional house with stone columns, it would be fun to use wrought iron," Myhre adds.

The mansion's exterior and the adjacent graveyard were constructed on the grounds of a ranch located deep in Southern California's Canyon Country for a month's worth of shooting. "This location was perfect," Minkoff declares. "There were a number of dead trees in the area where we built the house. There was an area called Oak Alley filled with oaks where we did the cemetery sets. There was also a clay bed that could retain water." The house was built on the edge of the clay bed, which was then filled with water to create a man-made bayou. All that needed to be added was a little Spanish moss to the property's towering oak trees.

John Myhre and his crew built an imposing structure, which stood close to forty-one feet tall and comprised roughly half the house at 130 feet. The rest of the mansion's upper floors, another forty feet's worth including its signature cupola, were created digitally in post-production by the team headed by Visual Effects Supervisor Jay Redd.

WHAT ALL THE BEST-DRESSED GHOULS ARE WEARING

Costume Designer Mona May's credits include the costumes for "Clueless," which were not only a highlight of the film but also had a major influence on the fashion world, as well as "Romy and Michele's High School Reunion" and "Stuart Little 2," for Rob Minkoff. "I dressed the mouse," Mona recalls, "and that was an interesting prelude to this film because the mouse doesn't really exist. It's only a digital character. So already I was familiar with designing for a phantom."

Ultimately, the project would require her to design a variety of costumes that encompassed such a broad timeline; it was similar to designing four or five different films concurrently. In addition to creating the wardrobe for the film's modern day "human" characters, Mona also needed to dress eighteenthcentury Mardi Gras masquerade ball guests and ghosts spanning multiple geographical regions and historical periods, not to mention a small army of flesh-hungry zombies and other cinematic surprises.

Mona had to figure out how to redress her creepy cast while remaining true to the source material. Additionally, according to the "ghost logic" the team was slowly developing for the film, the physical appearance of the ghosts would change depending on whether they were inside the mansion, out in the graveyard, or, in the case of the zombies that Jim Evers and his kids encounter in the ground, a coffin, or the water.

"All sorts of questions were put on the table regarding the ghosts," recalls May. "How much of the ghosts do we see? How white are their faces? How real are their clothes? Would they have fuzz around them? Would they have a glow? As we worked on our sketches, we kept getting closer and closer to the answers."

May drew her inspiration from scores of films, art books, historical texts, print ads, and fashion photography. Completely open-minded to all sources, she looked at the floating movements of sea anemones and the glowing, incorporeal feel of semitransparent deep-sea creatures. She also took visual cues from the edgy "Goth" look and from an ethereal and vaguely otherworldly style in fashion that had started appearing as the movie commenced production. "Ripped, ghostly, textury stuff was starting to become very ‘in' when I began my designs, which was quite interesting," Mona says with a laugh. "We were obviously in vibe with the trendsetters." The result was an eclectic collection of costumes complemented by equally bold hair and make-up designs, helping to create what is perhaps the most sophisticated assortment of ghosts, ghouls, and goblins ever captured on film.

It was important to Rob Minkoff that his ghosts look distinctly different from the other apparitions seen in countless films over the years, and May would play a crucial role in developing that look. One of the ways in which her costumes helped make their ghosts unique was their shimmering, iridescent quality.

"We used tiny spherical mirrors—basically the same thing you see in freeway signs," Visual Effects Supervisor Jay Redd recalls. "The light that goes toward the tiny mirror comes right back to the source. We covered the costumes with these reflective ‘beads' and mounted a light on the camera, right at the lens level, so that the reflection came right back at the lens, and it created a very beautiful, glowing effect."

Onscreen, costumes covered with these microscopic glass beads—and thus the ghosts themselves—appear to give off a twinkling, supernatural glow in a way that had never been seen before. This unique "glass-wear" was just one of the many ways in which Mona May's costume design contributed to the distinctive look that Minkoff and his team desired.

THE GHOST-MAKER WITH THE MOST: BAKER

In an age when filmmakers can conjure up almost anything inside a computer, Minkoff felt that having "real" and not computer-generated ghosts would feel much more natural and organic. For that they hired what they considered to be an ace-in-thehole, Special Make-Up Effects Designer Rick Baker.

A true master of his craft, Baker had worked his unique brand of magic on some of the greatest genre films in movie history, including "Star Wars," "Men in Black" and "An American Werewolf in London" for which he won the first Academy Award® for make-up. Baker had worked with Eddie Murphy before, transforming the comedian into "The Nutty Professor" as well as virtually every other member of the Klump family.

"I love The Haunted Mansion," says Baker. "We got to walk through it with all the lights on—that was reason enough to do this! Plus I love working with Eddie Murphy even though he's one of the few characters without makeup."

Baker signed on and immediately went to work designing makeups for Edward Gracey, the butler Ramsley, and the motley assortment of ghosts, ghouls, skeletons, and zombies who haunt the house and grounds. Throughout the spring and summer, he produced a series of conceptual sketches, paintings, maquettes, and sculptures of all the key characters and supporting players. Baker knew that his designs would have to serve the story of the film and accomplish that without straying too far from the original characters that audiences knew and loved. With that in mind, Baker dotted the walls of his studio with the original sketches for the ride's spooks and specters by legendary Disney animator Marc Davis. These sketches would serve as inspiration as Baker adapted virtually all of Davis's creations for leading, supporting, and cameo roles in the film, including Madame Leota, a variety of Grand Hall party guests, the Attic's pop-up ghosts, Graveyard musicians and revelers, and, of course, the famous Hitchhiking Ghosts.

The film offered a broad canvas on which to paint, so Baker set himself free to play, creating designs for completely original characters to complement the cast from the attraction. "The fun part was coming up with all sorts of creative ways for them to have died," Baker says with a gleeful grin. He made a conscious attempt to emulate the design intent of his Imagineering predecessors, and many of his new characters honor the original creators.

BUILDING A BETTER GHOST

Filmmaking has always been a collaborative process, but Production Designer John Myhre, Costume Designer Mona May, Special Makeup Effects Artist Rick Baker, Cinematographer Remi Adefarasin and Visual Effects Supervisor Jay Redd enjoyed an especially symbiotic relationship while working on "The Haunted Mansion." "The biggest challenge was to keep each element working with the others, so it didn't feel like you were watching separate movies," says May. "There had to be a common thread so the graveyard didn't feel separate from the Mardi Gras or the zombies. Even though they change, the mood, the colors and the textures had unity." It was vital that all of these vastly different entities, from genuinely gruesome reanimated corpses to the spirited inhabitants of the graveyard to purely digital floating phantoms, all feel as though they are part of the same supernatural world. If even one character, or costume, or part of the house felt out of place, the film's continuity and the audience's willing suspension of disbelief would both be threatened. Only through constant communication could the artists ensure that those seams would remain invisible. Their work is a testament to the power of collaboration, with traditional art forms joining forces with twenty-first century technology to create the film's incredible illusions and bring its otherworldly cast of characters to life onscreen.

To achieve this, an extraordinary collaboration occurred to ensure that Rick Baker's characters would look right in Mona May's costumes on John Myhre's sets as seen through Rob Minkoff vision, executed by cinematographer Remi Adefarasin. This process didn't end once the images were captured on film. Redd and his visual effects team at Sony Imageworks digitally added certain elements, such as an eerie green glow or wispy tendrils of psychic energy, and subtracted others, such as skin and bones, to complete the ghosts' overall look. "There are things you can do in the CG realm that we just can't do with make-up, and vice versa," Rick Baker says. "I think this ‘marriage' between the two was the best relationship to have with some of these characters."

Although Rob Minkoff relied on live actors and Rick Baker's make-up designs to bring most of the ghosts to life, he knew that state-of-the-art visual effects would play a vital role during post-production. For that he turned to Visual Effects Supervisor Jay Redd, a veteran of both "Stuart Little" films, and Visual Effects Producer Lynda Thompson, who had worked on a number of Disney films dating back to "Tron" in 1982.

Redd and his team wound up contributing substantially to the development of the project's "ghost logic," a set of rules that governed the appearance and physical attributes of the spirits that inhabited the mansion. After lengthy discussions, it was determined that the ghosts would look or behave differently depending on whether they were inside or outside the house. For example, the ghosts that Jim and his kids encounter in the graveyard would only be visible when viewed through the windows of the hearse.

In terms of the ghosts' physical composition (or lack thereof ), "We didn't want to create the stereotypical, blue ‘floaty ghosts' that you've seen in other movies," Redd explains. "We wanted to do something different, so we devised a ‘ghost logic' that would dictate their appearance." One rule that guided the team was the dictum that their ghosts were full of energy. "We're all basically made out of energy," Redd maintains, "so when someone dies, what's left over? Maybe an image of the way they saw themselves. Another rule we decided was that, after you die, you look like what you think you looked like. As an apparition, you still want to be recognizable.

"To create the image they have of themselves when they appear," Redd continues, "they have to get energy from something or somewhere around them, like the ground or the plants. They actually have to draw energy from the atmosphere around themselves in order to materialize."

Redd and his team used computer-generated imagery (CGI) to create trails of ectoplasm and crackles of electrical energy around the ghosts' "bodies" to depict such psychic phenomena. "We added special glows and transparencies," Redd explains. "It comes from the center, emanating out to form the body. Then they steal the energy they need to materialize. They're really beautiful but very energetic at the same time." The computers were also used to create the ghosts' glowing green hue, another way for the team to distinguish them from the many blue and gray transparent entities seen in films through the years.

Redd's team was also responsible for bringing to life two favorite elements of the Disneyland Park ride: the four-part harmony of the singing busts and Madame Leota, the clairvoyant who's lost her body.

In the original ride, Redd notes, "the Disney Imagineers devised an ingenious way to get a head to talk inside a ball without using robotics or animatronics. A moving image of the actress who played Leota was projected onto a very simple smoothed form of a woman's face, much like a mannequin head without any paint. When the moving film was projected onto the mannequin's face, the still surface suddenly came ‘alive,' completing the illusion that the head was moving in real life. The gag was comprehensively simple, like standing in front of a slide projector, but the effect is quite magical.

"In the digital world, we sometimes used a similar technique, but for the majority of the Madame Leota shots, Jennifer Tilly was filmed in front of a bluescreen to capture her unique performance," Redd notes. "We would first film the live-action BG plates, with a simple glowing ball in the position that Leota would be, were she really in the scene. When it came time to film Jennifer Tilly against bluescreen, we would match the original camera position from the background plate."

The Singing Busts provided a similar challenge. "The challenge came from understanding and inventing what solid rock looked like when it ‘talked,'" says Redd. "How could we create completely real Singing Statues without making them look rubbery or stretchy?"

Animation Supervisor Troy Saliba worked with Redd to devise a style of animation that would not only be uniquely funny, but would be believable and real. Great attention was paid to each shape and form the stone faces took, for each phrase that was sung. Special shaders and textures were developed to create the translucent quality of fine but weathered marble.

But this was only half the battle. Each of the film's "singing busts" has his own animated personality – and two of the faces are based on a member of Disney's legendary Imagineering department: Paul Frees, the "ghost host" of the ride, and Thurl Ravenscroft, who sang lead on the original "Grim Grinning Ghosts."

MAKING THE MANSION EVEN MORE CREEPY (AND CRAWLY)

The zombies were actually actors on the set, buried beneath Rick Baker's make-up and Mona May's tattered costumes. Then the visual effects artists digitally erased pieces of skin and bone to further enhance the illusion that the corpses were rotting away to nothing. However, most of the wispy spirits and banshees that streak through the graveyard are computer-generated.

The spiders that populate the mansion are both real and manufactured. Under the watchful eyes of wrangler Jim Brockett, 150 pink-toed tarantulas (also known as bird-spiders) from Guyana, South America, participated in a night scene in the graveyard. "They're one of the few spiders," Brockett explains, "that doesn't try to kill and eat other spiders, which because we have a big group of them in this shot is an important thing. And you can put them on actors and they don't bite," he smiles warmly. "They're very gentle." The spiders are described as more of an ambush type hunter as opposed to a fighter. They build funnel-shaped webs and wait. In addition to these, Redd was responsible for adding dozens of CG arachnids to their real-life counterparts.

The cobwebs created by Dan Sudick and the Special Effects Department were designed to show the extensive webs created and then abandoned by spiders over the years that the mansion had been deteriorating. Heated glue guns with air pushed through them send out a translucent spray creating the webbing effect. Then colored dust is added to give the web some body, allowing the webs to show up better on screen.