Giant X-ray machines on set were clearly not an option for director Jim Sonzero and the team at New York's Rhinoceros Visual Effects and Design, who were responsible for executing the look. But a strictly 2D inferno'd approach wasn't the best way to go either, asserted the effects team. Instead, the Rhino contingent, lead by executive producers Rick Wagonheim and Michael Miller and CG director/digital artist Arman Matin opted for a 3D CG approach.

The spot, directed by Sonzero through Venus Entertainment/HSI Productions, features a daylight restaurant scene and a woman messing around with a pair of X-ray specs. As she dons the shades, she transforms the quotidian goings-on in the restaurant into tableaux of transparent humanity. As skeletons are revealed, so are assorted duplicities and peccadilloes: a belligerent businessman is found to have a penchant for lacy underthings, and a woman in a deep conversation with a dining companion is seen to be taping the encounter for what are no doubt self-serving purposes. But then the specs fall on an ingenuous everyman, who, through the glasses, reveals the capacious pocket room of his Dockers Mobile Pants, and, by extension, his practical wisdom.

One of the major challenges of the project lay in the achievement of a transparent look that realistically depicted skeletons but that also allowed viewers to clearly discern many other layers, like clothing and background objects. Members of the Rhino team had created transparent effects previously. Wagonheim brought the company's CG approach to FCB executive producer Steve Neely and it jived with the agency and production company vision for the spot.

Aside from the 2D compositing method, the other proposed method for executing the spot was to create 3D skeletons with the help of motion control shooting on set and motion capture animation. But that approach, says Matin would have had onerous time, money and creativity repercussions. "I knew (motion capture) would take a toll on the director's creativity because you're taking the actors away from the set and putting them in a sterile environment. You were losing the original plan Jim had for the spot. And motion control would be more expensive and usually takes longer than the one or two days we had."

The Rhinoceros method? "Brute force," laughs Matin. "We rotoscoped every single frame." Matin and Miller acted as effects supervisors on the shoot which took place in two days (including a day for pre-light) at the circular Encounters Restaurant at LAX.

Matin photographed all the elements in the spot on set - actors, tables, chairs, against a grid and from different angles. For shots which called for a moving camera, Matin used markers on set, removed later, along with other things like smoke detectors and lights, in inferno. The Rhinoceros team of animators then set about modeling all the elements, using Alias|Wavefront Maya.

Matin says he had wide creative latitude to determine the look of the transparent scenes.

"In a normal X-ray you're looking for bones and density but here you needed to see fabric, etc. So we did CG trousers and shirts and some extensions of CG like the pockets of the Dockers pants." After all the layers of elements were rendered they were composited using Adobe After Effects - some scenes had as many as 60 layers. The scene in which the woman places her purse, containing a hidden cassette recorder, on the table involved modeling and layering elements including the purse, its contents (which included microphone, recorder, lipstick, mascara, perfume bottle), the table, the dishes and cups on the table, lemon wedges, her clothing, including the buttons on her coat, the chairs, the people behind their table, and so on. "That part was the most fun, because you had all theses resources and elements and now it's a matter of making it feel natural," says Matin. "If you did a scene with a real X-ray it would be so complex you wouldn't know what you were looking at, so I played with being selective about what you actually see to get the story across and not make it too confusing." Matin used inferno for final color correction and cleaning up the live action plates. "It all had to be pulled together in terms of color and transparency. It all had to become one and you have to do that after all the layers and effects are done and pull it together in inferno." The Rhino team completed the multi-layered job in five to six weeks.

"The highlight from my point of view is that we were able to do this kind of job with minimal interference with the live action shoot," say Matin. "That's the goal with most of our work."

The spot was edited by Michael Heldman at Spotwelders, LA. Agency creatives were executive creative director Rooney Carruthers, and creative director/writer Brian Bacino.