Chris Miller, the director of Puss in Boots, has a long association with the fairy tale franchise, beginning with his role as story artist (and actor) on the first Shrek film, then as head of story on the second, and finally as co-director of the Shrek the Third with Raman Hui. A graduate of the prestigious California Institute of the Arts, Miller also worked as a story artist on the first DreamWorks CG film Antz and is the voice of the penguin Kowalski in the popular Madagascar films. On the eve of the film’s release, Fantasy Magazine had a chance to talk with Miller about Puss’ new adventures and what it was like to revisit his fantastical world.

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Thanks for sitting down with us, Chris. So you’ve had quite a bit of experience playing around with fairy tales. Puss in Boots obviously grew out of the very successful Shrek films. Did you feel like you had to be faithful to those films in any way? Did you feel constrained by them?

That was really our biggest challenge, making sure we were doing something different this time. When I was working on the first three Shrek films, we were all very much in the mode of parodying every fairy tale we could possibly think of. It was great fun, and such a great playground. But I think even by the end of the third one, I’d had it with that! [Laughs] Not only had Shrek done it to death, but I saw it creeping up in other pictures being made. It just seemed like an idea that had run its course as a comedy engine.

Now we knew that we were going to have the fairy tale world as a backdrop in Puss in Boots, we wanted to make sure we didn’t end up just parodying them. We wanted to take the original stories and put a new spin on them. We wanted to take these nursery rhyme characters and turn them into legendary figures. The stories that you may have heard in the past or thought you knew, well, we think they turned out differently than you expected. And since we weren’t satirizing anything, we wanted to make sure the film was all about character and interesting relationships, and let those drive the comedy.

The fairy tale world is definitely in the fabric of the movie and part of the landscape of the film. And I think our approach worked out well. It made for more interesting storytelling.

Puss in Boots was certainly one of the most popular characters in the Shrek films. What drew you back to tell his story?

I always loved that cat. I gravitated towards him. I was always fascinated by where Puss had been before. In the Shrek films, he was always referring to some great adventure he’d been on or some huge conquest or other weird thing from his past. But they were always just little snippets of experience and nothing more. I wanted to know: Where’d he get those boots, where’d he get that accent? What’s the deal with that guy? He was really appealing—a normally proportioned cat dressed up, but bold, animated, and romantic. Of all the Shrek universe characters that came along, he was my favorite. He always stood out.

What’s different about this Puss in Boots from the one we know from the other films? 

I think the character was pretty wide open in terms of where we could go with him. Puss in Boots is at his funniest when he takes himself too seriously, which he always does. Puss sees himself as a very important figure and takes life very seriously. Everything’s very dramatic around him. It made it easier to attach a very tragic story to his life. It’s a story of redemption, and he sort of walks a dark path with a hole punched in his heart. He has to go on this incredible journey to clear away the sins of his past. Reclaim what was his. The heavy dramatic themes lend themselves to the character. He’s got this really big heart, but is also quite devilish.

What were some of the inspirations for Puss in Boots?

We were really attracted to the Spaghetti Western style and structure early on because it seemed to describe Puss and his world really well. It was great on a visual level, too, with bold, dramatic compositions. A wonderful sense of scale, just like the old Sergio Leone films. I could see this little cat walking around in the vast desert, epic and stark. We drew a lot of inspiration early on from that, but then realized after a short time that we didn’t just want to do a Spaghetti Western. We’d end up painting ourselves into a corner and limiting the story we could tell. But it’s a thread that runs through the whole movie.

We started drawing inspiration from other characters too—Zorro, of course, and even Indiana Jones for the adventurous side. We even have a little James Bond as well as Clint Eastwood of the Leone films. We tried to draw on all the big screen legends because we wanted to tell that sort of epic, legendary story. Even the fairy tale bits were pumped up to legendary levels.

How did you select the particular fairy tales that you adapted for Puss’ story?

The one that seemed to present itself most to me was the Beanstalk and the Land of the Giants. We really wanted to go on the quest for the Golden Goose too. The Land of the Giants was also an opportunity to leave the planet for a while, to go to another world where we can make things fantastic and surreal and stranger than we could otherwise.

We looked for places where we could exaggerate, though. Jack and Jill, for example, have this weird mythology surrounding them. They’re thuggish, brutal outlaws, yes, but then they have this strange carriage driven by black hogs. It’s supernatural and really makes the characters stand out in new ways.

So what happened to the giants? In the old Warner Brothers or Tom and Jerry cartoons, there was always a giant at home in the castle.

Right, you always encounter the giant. I remember the one in Mickey and the Beanstalk. He sits down on top of a cottage and rolls his own giant cigarette and starts smoking it!

You don’t see that anymore!

Yeah! But all those giants were great. For a long time, we planned on a giant, too. For a good year and some change, we thought “Okay, we’ve got to make the giant special, how’re we going to do that?” We tried a dozen different things to make him interesting and unusual. It always seemed to stall out. No matter how big or angry we made him, it was underwhelming story-wise.

At one point, we had this storyline with him where the giant had a castle in the sky that floated around the world. It was made up of all this fantastic machinery and this sort of map room of the universe with rotating planets that he had built. He had the Golden Goose, and he’d melt down the eggs and shoot the gold out into the sky. He was making shooting stars! If you looked out into the sky at night and saw a shooting star, it was actually a golden egg. It was all cool and surreal, and we had some great concept art. But after awhile we remembered that the movie was called Puss in Boots! [laughs]

We had a lot of detours and some of them were fun, but we finally just came to the conclusion that the unexpected thing for the giant was to not have a giant. But we kept the giant Mother Goose, and tried to keep her a secret and make it a spooky castle. Of course, she ultimately ties into the story and to Humpty’s plan really well. Humpty knew she’d come back to the town looking for her baby. Once we settled on that, it all seemed to click.

Right, and so the villain isn’t a giant at all, not really even the giant goose. In addition to all the great bad egg puns and jokes, what was the inspiration for making Humpty Alexander Dumpty the villain? In the original fairy tales, he’s always the guy you sort of feel sorry for because he fell down.

Right, he gets the short end!

So what made him the perfect antagonist for Puss?

We loved the idea of having Puss and Humpty first bonding together as orphans. They didn’t know who their parents were, or where they came from, but they had each other. Humpty is this smart, dreamy kid who has big plans for his life, but he’s living in an eggshell. He’s an outsider and the other kids pick on him. He can’t execute any of his grand schemes. But then Puss comes along and completes that side of him. Puss likes this guy who has huge plans and thinks in fantastic ways. Puss wants to be his right arm. They become a strong team.

And since Humpty’s a thinker, we wanted to have him be an inventor, too. He’s got some Da Vinci in him. He builds things. He schemes.

Do you think his scheming is part of his undoing, then? Maybe he schemes too much in his plot for revenge?

Certainly! He takes it way too far. He gets to a place where he can’t undo what he’s started. There was even an older version of the movie where he hadn’t planned on the destruction of the town at the end. He’d considered himself such a master thinker, but he missed one little detail—that Mother Goose was going to come back. But that version didn’t work for the end of the movie. I loved that it brought Puss and Humpty together but it took away all the villainy in the film. The third act just kind of played out without any jeopardy or chance for Puss to be a real hero. There were a lot of different versions of the story along the way.

Antonio Banderas and Salma Hayek (who plays notorious thief Kitty Softpaws) have a lot of great chemistry together in this film. Do you think that grew out of their prior experience working together?

Definitely. They were really good friends going into this film. I think that was especially helpful for Salma, who through osmosis knew how Antonio would read a line, so in her mind she had someone to play off of. It made it a lot easier for her. We were fortunate enough to get them together for one recording session, though, which was great because they could play off of each other and really go off script and make some stuff up and enjoy playing the scenes. Those were pivotal scenes in the movie, too. They have a real natural way with each other.

I know it will be hard to choose, but what were your favorite scenes in Puss in Boots? There’s some intense action and some great character moments, too. Anything stand out to you?

That’s hard. There were quite a few. I’d say the one that stands out most for me is the cat cantina scene. From front to end, it contains everything I like in movies, and this film in particular. The tone is spot on, I think, and the playfulness and fun of the scene is great. It looks stunning, and has a musical number in it! Crazy dancing—all this stuff I just love.

I also really loved the first part of the flashback where Humpty and Puss are kids. Everything came together visually and story-wise for me. It has a nice, easy charm, and I’m happy it came across the way it was supposed to.

Were there any really technically challenging scenes?

The cloud world, the land of the giants. I don’t even know where to begin with that! It was a several-year journey to develop that from concept to finished look. I think it turned out amazing. The beanstalk looked incredible, too.

So Puss rides off into the sunset at the end, presumably to more adventures. He’s redeemed himself in a big way, but you get the idea he’s still got a ways to go yet. Any idea what a Puss in Boots sequel might look like? Any hopes for continuing his story?

I would love to make another one. If this one is received well enough and DreamWorks wants to make another one, I’d love to do it. As long as it’s a story worth telling, well, I just go back to Puss. We need a story that includes a significant life-changing experience for him. That’s the stuff that makes all films memorable, really. There has to be an honest event being described in a story that really alters your characters. All the fancy pictures and funnies won’t cover things up at the end of the day unless the story’s something special and stands the test of time.

Thanks again, Chris. Good luck with the film!

You’re welcome. I had a blast working on it!

In 2008, Kung Fu Panda introduced us to Po, the sweet-natured, food-obsessed panda who defeated the unstoppable and villainous Tai Lung and became the Dragon Warrior, master of all kung fu. Inspired by the rich stories of ancient China, as well as more recent martial arts films, Po’s world is once again the setting for a new adventure: Kung Fu Panda 2. This time, Po and his allies, Master Shifu and the Furious Five, are confronted by a villain even more insidious than Tai Lung—the crafty Lord Shen the Peacock. With the kung fu world in grave danger once more, Director Jennifer Yuh Nelson saw opportunities to explore more deeply these popular characters and their lush world.

Nelson has been with DreamWorks Animation since 1998, initially as a story artist on Spirit: Stallion of the Cimarron, and then on a handful of other movies until becoming involved with the “panda projects,” where she’s been the last seven years. Head of Story on the original KFP, Nelson moved into the director’s chair for the sequel. Just before the film’s Memorial Day release, Fantasy Magazine had a chance to talk with her about the film’s intriguing mythology and enduring characters.

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Thanks for taking the time to talk with us, Jen. First of all, I have to ask, what would you say are some of the biggest influences for you and for the Kung Fu Panda world?

Oh, there are so many! You’re pretty much asking about every movie I’ve seen in my life. It’s hard to pin it down, but in this case, especially because of the genre, I would say the martial arts films I grew up watching. The Shaw Brothers martial arts films, especially. I even remember watching the Jean-Claude Van Damme movies—they’re just so much fun. Sure, they’re over the top, but they have beautiful, disciplined, choreographed action in them. A lot of martial arts films have a sweet emotional core to them. The characters are motivated to do good. And then sometimes you just get some wacky stuff like Master of the Flying Guillotine, which I really loved.

That is a fun movie! You’re probably not going to have any flying guillotines in the KFP movies though, right?

We had entertained some ideas about having something resembling a flying guillotine, but of course we can’t do that. Never got past the storyboard!

[Laughs] Besides flying guillotines, was there anything you felt that you didn’t get a chance to do on the first KFP movie that you were able to do in the sequel?

I felt like we barely got to scratch the surface with the characters on the first film, because you only have so long to get to know them. In the sequel we had a great opportunity to explore these characters much more deeply. And since these characters are loved by everyone who worked on the movie—they’re characters we really like—we wanted to make sure that what we like about them was preserved while also expanding the characters themselves and the world they’re in.

We saw a chance to increase the scale of this movie emotionally and to push the technology so that we could tell a bigger story. What was nice about going into the sequel for me was, when I was just Head of Story I didn’t have as much access to the tail end of the production. Now as director, I got to meet everyone at each step of the process. I was able to get into the nitty-gritty of what each department does.

The crew has been amazing on this film. It’s been a huge passion-project for all of us. It’s exciting to see it finally out.

We learn a lot more about Po’s backstory in this film. Was that always part of the plan going into the sequel?

Yes. Because the question we kept getting after the first movie was “Why is Po’s dad [Mr. Ping] a goose?” Everyone kept asking us that. (That and “Is Tai Lung dead,” and yes, he’s dead!) Who Po is and what makes him tick and why he’s in the noodle shop working for his dad—who happens to be a goose—is an open-ended character question. And that’s something we started with in the sequel as the big character question that took us into how we develop the story. It was the core theme of the film.

The panda is a cultural icon, and I know great care was taken in developing Po’s character. Did you find yourself facing any challenges in the sequel in this regard, where we’re introduced to more of the panda culture?

In the case of this movie, one of the things that was very liberating is we don’t think of them as specific animals a lot of the time—they’re just people. That’s the conceit of this world. Sure, you have the problem that Goose can’t have a panda son, but that’s about as much as we push it. They’re more characters than specific animals. And so, in addressing the panda-ness and how pandas are perceived in this film, we just treat them as people that we like. I think if you get too hung up on treating characters a certain way (or not)  according to what animal they are, it starts restricting the story. We try to treat the pandas and Po with the utmost emotional respect, but that’s based on the fact that they are people we care about as opposed to whether they’re pandas or not.

A lot of the look of the film comes from the design of the characters and how they fight, especially with the Furious Five, and the “animal” styles of kung fu. In KFP2, we’re introduced to a new villain with a unique kung fu style. Could you talk a little about what inspired Lord Shen the Peacock?

We definitely wanted to go the opposite of Tai Lung, because he’s the ultimate bad guy with brute strength who can just come in and beat the crap out of you. He’s very intimidating physically, and he didn’t need anything else because he was just so strong in kung fu. We really couldn’t go much further in that direction without feeling like we were repeating ourselves. Because honestly, if Tai Lung came along in the second film, Po has already beaten that guy.

So we decided to go with somebody who was the absolute opposite, who was more stealthy, devious, and smart. He also has this underhanded advantage with technology—something that is really the stumper for kung fu and everything that Po gained in the first film.

And so we have Peacock. He is this beautiful creature you would not expect to be a deadly foe, but he ends up being far more dangerous than Tai Lung ever was because he not only has this thing that can beat kung fu, but he also is emotionally much more of a threat to Po.

As far as his development, Peacock, bizarrely enough, has been around a long time in the Panda world. We really overdeveloped the world in the first film and one of the characters that fell along the wayside was Peacock. In the second film, when I first came on, the idea of using him was already there, and I thought how we might make him more interesting.… In the process of developing him, we made him an albino and gave him a really cool look. Nico [Marlet] designed this amazing character that seems a bit Nosferatu. He became this really interesting, multilayered guy.

We only had two years to develop this CG character who is very complicated—he has this fully articulated tail he uses for fighting, and it can be spread in half and used for sweeping moves. He has flowing robes, full-on feather articulation, a neck that is very snake-like and flexible, and he does martial arts with weapons. All that and with the voice of Gary Oldman!

It’s pretty hard to develop a character like that. So it was a step-by-step process. He was the longest in development of all the characters we had.

Does Peacock fight with a particular style, or was his kung fu designed especially for the film?

As far as I know, there isn’t a real-world “peacock style” so we had to make it up! Rodolphe Guenoden is our resident kung fu artist as well as an animator, storyboard artist, and general all around badass dude who helped us on the first and second films. He was thinking of a guy who would fight in a very unconventional way, and so what he looked up was rhythmic gymnastics.

It’s kind of a weird inspiration and not what you would expect from a martial arts movie. Rhythmic gymnastics is full of incredibly strange and twisted movements. It’s kind of like drunken fighting style because you don’t know where the hits are coming from. Peacock bends in all sorts of weird ways. His style is about speed, agility, and flash and all those little movements you can’t anticipate. We incorporated a few steps from wushu as well.

Peacock handily defeats the other kung fu masters in his plot to destroy kung fu. What can you tell us about the inspiration for these fallen warriors?

We just wanted to go for a cool array of different body shapes for Master Ox (Dennis Haysbert), Master Croc (Jean-Claude Van Damme), and Master Rhino (Victor Garber). They’re guys you would expect not to get beaten. And also, people that Po would think are really cool.

In the first film, Po idolizes the Furious Five, and at the start of the second film they are his trusted allies and friends. Were you able to explore their characters more fully in the sequel?

Definitely. Because in the first film, we only got to spend a small amount of time with any of the Furious Five. That movie was really about Po healing Shifu, helping Shifu find his inner peace. Now, Po is with the Furious Five and fighting alongside them, and he really gets to interact with them much more than he did in the original. We get to see them relax. They’re not on their guard with Po anymore. They can hang out with him and be more casual. If we make them too rigid and too disciplined, they’re just not that fun to watch.

I really liked seeing what we could do with Tigress, especially. She had just started to warm up to Po in KFP, and they finally became friends. In this one, she gets to have a real range in her character arc, because people perceive her one way, but there are many more layers to her. She has that sort of hard exterior you’d expect from someone who embodies tiger style, which is very frontal, very aggressive with sharp movements. It’s definitely the image that Tigress imparts. People think she’s cold, heartless, and cruel in some ways, right? She’s really badass. But in this movie, she’s friends with Po now, and you get to see more of her. It’s really nice to see that, like real people, these characters have layers to them.

This is a movie about talking animals performing amazing feats of kung fu and evil villains deploying devastating weapons with potential for widespread destruction. Some of their exploits are almost magical. Could you talk a little bit about how you keep the audience grounded in Po’s world?

First of all, we try to avoid magic because it seems too easy. In an animated movie where everything you see is fake, we actually have to overcompensate. Even in a live action film where actors are running around in a completely fabricated set, you can still see real human beings. In a movie where everything is completely fabricated, you have to “double up” on the cues that give you the idea it’s real. Part of that is making things difficult for the characters themselves. For example, if someone is taking a punch, they feel it. You don’t see it just bounce off, or if it does, it’s for a gag. If someone’s throwing a punch, they can’t be play-acting it. If they throw a weapon, they really have to throw it.

You also don’t see anyone in the Panda world throwing random energy balls. It’s all ground-based or touch-based. Or even chi-based. If someone is hit with force, you actually see the physical contact. Sure, they may hit the air and the air is rammed into the person, but there is physical contact. You don’t see anyone just cast a spell in our movie, because we have to make it look difficult, and the way we do that is to make everything more tactile. We try to put strategic bits of dust and ripples here and there in the fabric, in the ground, to make sure the audience sees the impacts happen.

We also have to push the level of detail in everything else. We build every single piece of the landscape, the buttons on the clothing, and the other small details on the characters because we want to make them feel almost hyper-real. We do all of this to make you forget you’re watching an animated film. And because the world feels so real, you really connect to the stakes of the story.

So what are the stakes in KFP2?

Other than the usual stakes of someone trying to destroy the world? [Laughs].

Right. But what makes this story personal for Po?

I think Kung Fu Panda 2 is about Po’s search for inner peace. He helped Shifu in the last movie. But everyone’s got a different path to find that peace within themselves. Everyone brings different issues on that quest. In Po’s case, this is about his journey to find his own identity.

Po’s world is obviously inspired by the rich cultural traditions of China and East Asia, but it’s also intended for a world-wide audience. How do you approach adapting that setting but at the same time make the film appeal to audiences from all over the world?

I think it’s a lush and beautiful environment, a rich stage for these characters to be on. The issues they are grappling with in the story are pretty universal, though. These are issues that everyone, in every walk of life, in every culture, deals with. That’s the only reason you care to be on this journey with them, no matter where they are.

In the case of this story, the world is based on ancient China, but it’s not exactly historical China, because there are animals doing kung fu, and it’s not set in any specific time. But we did try very hard to make sure there’s a level of realism and detail that comes from using elements of the actual locations in China. I hope internationally, everyone will look at this and go “that’s a really cool exotic location.” Even people in China will think that because it’s not exactly where they live, either! It’s ancient, sort of fable history for them as well. So, if you don’t live there, it’s a beautiful location with a story that everybody can enjoy.

So, looking to the future, where do you think Po’s next adventure will lead him?

He will go wherever his character leads. As for me, I’m on vacation!