Meet the Artist: Spencer Cook


Spencer Cook
Animation Director
Sony Pictures Imageworks

Spencer Cook recently completed work as animation director on the international hit Spider-Man 3.

Cook previously was animation supervisor on Cursed, The Matrix Reloaded and The Matrix Revolutions. He also served as lead character animator on Spider-Man (2002) and Hollow Man (2000), both of which were recognized with Academy Award nominations for Best Achievement in Visual Effects.

Before he joined Imageworks in 1999, Cook worked as an animation supervisor at Flat Earth Productions on the television series Roughnecks: The Starship Troopers Chronicles and character animator on the feature film Blade.

As a character animator at Digital Domain, Cook worked on the effects facility’s short film Tightrope as well as on numerous commercial spots and music videos.

Cook began his career as a stop motion animator and worked with New York production studios such as Broadcast Arts/Curious Pictures, Full Blue Productions, Boss Films, Colossal Pictures and Stieffel & Company, where he brought many memorable characters to life in commercials for the Pillsbury Doughboy, McDonald’s, MTV, Budweiser, Duracell, Nintendo, Barbie, Kool Aid and Fritos

In 1986, Cook helped design and animate the surreal imagery in Peter Gabriel’s music video for Big Time and was part of the team that created the inhabitants of Pee Wee’s Playhouse for the first season of the Saturday morning TV series.

Cook holds a Bachelor of Fine Arts degree from The School of Visual Arts.

Your questions and comments are welcome,

Please make welcome to CGTalk’s Meet the Artist, Spencer Cook.


Hi Spencer!

My question is actually about the Matrix, im probably one of the few that enjoyed the trilogy as a whole, I mean hell, I love it, so how was it working on the film? I mean you guys were doing ground breaking stuff at the time, I def. have to give you and ESC props for that. But yeah, question is, how was it working with Larry and Andy?


Hi Spencer, I just saw Spiderman3 about a week ago and was blown away by some of the shots there. I was wondering what did you find to be the most challanging task / shot in the movie.


I’m really curious about the Venom animation setup. It looks like it was incredibly time-consuming. Specifically:
[li]I’ve read that the basic process was very hands-on, with little simulation, and what appeared to be pretty distinct rigs per tendril. What was the rig like?[/li][li]Assuming I was reading into the article correctly, there was a very wide variety of approaches for the tendril rigs. How did the work get assigned? Many, if not most, of the animators I’ve met in my time haven’t been well-versed in rigging. But on a timeframe that short, with a workload that big, handing rigs back and forth between riggers and animators doesn’t make sense. How did the work get distributed?[/li][li]What improvements were made to the character rigs over SM 1 and 2?[/li][li]You’ve worked on some of the more interesting/difficult shows, in terms of blending FX and character work, so you have a pretty good perspective on how this stuff works. Assuming future shows will require more integration along those lines, where do you see pipelines going, in terms of who does what?[/li][li]What is still a royal pain in the tuchus for you guys?[/li][/ol]
Thanks much!


Hello there, Spencer!

First of all I am glad you are here to answer our questions. I really admire the work you guys have done on Matrix/Spiderman.
But as much as I loved these animations, I was wondering, if animation itself is a bit overrated in movies now a days.
Please don’t get me wrong, I am totally pro animation, especially when it’s fabulously done.
But I recently felt a massive lack of story/ content in many movies which basically mainly consited of special effects.

Do you think this might be because people are curious of the possibilities all those “new” options of making your design/ ideas look like real could look on screen, and because they want to find out what’s possible and that makes them forget about the content/ story?

Would you say, that Matrix 1 was generally better than the other 2 Matrix movies because there was a clearly defined dose of special effects?
(Rather than having a block buster full of special effects… or would Matrix 1 have looked the same as 2 and 3 if they had more money for the production already?
Is it better to have some delicious effects like the in Matrix 1 invented bullet time to have people talk about forever than a full movie full of effects nobody will recognize for long after watching the movie?
Or is the audience of today, 10 years after Matrix 1 not open for movies with less special effects anymore, because a general seek for new effects has risen?)

I hope my questions and thoughts are understandable, if not, I could try to make them more clear. However, thank you very much for your time! :slight_smile:


Hello there, Spencer!

Should We Know how many Software Did you use for Spideman 3 For Mixing and Composting betwin Real And 3D ?


Hello Spencer,

The animation in Spiderman 3 was stunning and I think even better than the first two installments. So hats off to you and your team.

So my lies around ‘Plates’! In shots where Spidey has to animated in Live Footage, I assume a 3d replica of that envorment is created and then Spidey is Animated(correct me if I am wrong).

1:) So how long does it take to complete animation on these shots, before they are aproved by the Director?
2:) Do you and your team have any special workflow for meeting deadlines for these shots?

And Again Great Work on Spiderman 3!


just want to say hello, amazing work !
thanks for the inspiration !
I always love Spiderman series


Hello there Mr. Cook… loved all your effects… especially the mud-man in Spidey 3

I want to ask one specific queestion. In the scenes when the objects/characters in the scene are paused and the camera rotates around them. how is it done. I mean… i’ve heard of interpolation of some 2d photos to convert it into 3d, but can so many complex 3d shapes be interpolated for so many frames so exactly.
One scene was when Morpheus and the bookmaker were on the truck in the car chase sequence and the truck just as neo comes and takes them away in his flight. Were 3d models made for the truck and characters ???


First of all very nice work.

I was just curious, being a creature TD, were there any animation controls you couldn’t live with out when working on Spiderman 3.

Sorry for not doing too much research, but was anything motion captured? If so, how was the pipeline from importing motion captured data, to layering ontop hand key data?


Hello there. First of all, congrats to the fantastic work. I just have one quick question that I didn´t see covered in any of the articles.

Are the 3d characters polygonal subdivision models with displacements? In all the making ofs, from Matrix to Superman and Spiderman, it´s always a highres wireframe when the geometry is shown. What I´d love to see one day is the pre-subd basemesh.

Thx for your time


Hi Spencer,

I’s so glad to see you in forums, to share your idea with people like us. I saw sm3 and it was amaizing!!. great work:) and keep up the good work… !!.

I saw a demo video of sandman from your site. Can’t even imagine how you guys have done it!. how did you’ll do the simulation?. have you’ll made some scripts to control chunks of sand to animate manually? or is it a faky like total mixture of 3d and lots of compositing?

also would like to know the way you guys have animated that vain sorts of objects which was wraped around spider man to make him dark???..



Hi everybody,

Ok, I’ve got my morning coffee and just logged on. It’s such a pleasure to be able to chat with you guys. Thanks to Paul Hellard and Sandy O’Neill for setting this up. I’ll start posting replys to your questions shortly. I just wanted to say hello to everybody and thanks for the great questions so far.



Hi adonihs,
We worked on Matrix 2 and 3 here at Imageworks. Those shows came to us as “911” calls, meaning that it was close to the end of their schedule and we had to work fast. ESC was the main house. We mostly did sequences with the sentinels and the ships. For me personally it came at a good time. I had been a lead animator on Spider-man 1 and was continuing in the same capacity on #2 but was interested in moving up to a supervisor position here at Imageworks. The other supervisors were booked on other shows so when we got this rush job I said “I’ll do it!”
Anyway, to answer your question; They were tough shows because of the short schedule but at that point in the production most of the action/direction was pretty well worked out so there wasn’t alot of guess work about what the brothers wanted. The challenge was getting models from another company, rigging them for our pipeline and pushing out shots asap.
In terms of working with the brothers, I met them once during our part in the production. They were very friendly and very clear about what they were looking for. My impression of them is that they shared the same mind. They finished eachother’s sentences and were very consistent in their vision. Most of our regular feedback came from vfx supervisors John Gaeta and D.J. Des Jardin.



Hi zman,
The most challenging task is difficult to pinpoint since there were so many. One is keeping the character animation looking as believable as possible. This has been a challenge on all the Spider-man moves but more so on this one because of the variety of characters. Animating human characters doing things that no human can do is a very tricky balance.
The goo was challenging because of the evolutionary nature of the design. It had no definitive shape but had to appear to be alive and thinking. This thing was a moving target and it took a lot of effort to bring it to life.
The birth sequence of the Sandman was a great challenge in subtle acting. Sam Raimi wanted a very emotional scene. We mostly had to rely on body language since the face is not fully formed for much of the sequence.



Hi Spencer,
am so happy that we have the chance to chat a bit with you … thanks to cgsociety for that :slight_smile:

I didn’t prepare any questions yet … but till I post mine I wanna say hello and pass a little 2 questions :slight_smile:

[b]- How long did the shot take from you to animate ? I know that there was some complex scenes and some are more simple … but am focus on the complex side …

  • Did every animator take a shot to animate it by himself ? or there was more than one to animate the same shot ?

[/b]thanks again for you kind reading …

  • Yusuf


Hi Spencer,

First of all thanks for responsing our questions, so here’s mine:
How long did it take to create the character rigs, especially the one of Spidey?

And as CB_3D mentioned, it would be nice to see a lowres model of Spidey :wink:

Best regards,


Hey Bonedaddy,

Thanks for the questions. We called this creature “the goo” when it’s crawling around by itself. It becomes Venom once it merges with Eddie Brock. To answer your questions;
1.Yes, the process was mostly hand keyframed. We tried doing it procedurally in the beginning but we found out quickly that it was going to be tough to get the organic quality that Sam was looking for solely with that technique. The basic rig was mostly spline IK for the tenticles (we called them “pods”). Koji Morihiro and Ryan Laney set up a system of maya shelf buttons that we could use to import pods and build the rig on a per shot basis. The pods included attributes for bulging and pulsing that could also be keyframed. After the keyframe performance was done the fx team added more layers of procedural goo to give it more organic detail.
2. You’re pretty close to the mark with your comments here. The goo was a fairly specialized task within the character team. The animators that really excelled at it were the ones with strong technical skills as well as great character animation skills. Koji really helped set the standard for this character. He’s a great rigger as well as a great animator.
3. The Spider-man rig has changed very little since the first movie. We have mostly improved the selectable controls to make it more animator friendly but the inner workings of the rig are essentially the same. Our riggers on the first movie (Koji Morihiro, Aaron Campbell, JJ Blumenkranz and Albert Hastings) did such a great job that we haven’t found it necessary to make any major changes to the base rig and weighting.
4. I don’t know that things will change too dramatically in terms of who does what. In a large studio like Imageworks everyone is very specialized. Partly because everything moves forward in parallel (ie; animation test are happening at the same time as modeling and rigging) so there aren’t a lot of artist that could, or would want to switch tasks. Sorry, I don’t know if that really answers your question.

  1. Time is always the enemy in this kind of work. Sometimes you don’t have enough and sometimes you have too much(some shots can be over-worked to the point where you’ve passed the sweet spot and are not really improving it)



Hi Azurelle,
Thanks for the kind comments and good questions. The ideal, of course, is a movie with an interesting story and characters we can care about, otherwise we get a feature length demo reel. I hope that audiences today are more interested in good stories and exciting action scenes(whether stunts or fx) rather than looking for the next great fx sequence. I always get a little nervous when reviewers talk too much about fx for a particular movie. General audiences should be wrapped up in the story and not be on the look out for the newest fx.



Hi BlackStorm,

We use Maya for all of our character animation. Other software used on the show included Houdini, Renderman, Katana, Bouju, Shake, Syflex and a ton of proprietary tools and software developed in house.

thanks for the question,