Senator Robert Kelly’s 90-second meltdown took more than 17 hours to create.
And that’s not including post-production.
20 years on, one X-Men’s most memorable moments is the unpleasant demise of the leader of America’s anti-mutant crusade.
To force Senator Kelly (played by Bruce Davison) to better understand the burdens of mutation, Magneto (Ian McKellen) uses Kelly as a test subject for a nefarious new machine designed to induce genetic abnormalities.
It doesn’t go as planned, culminating in the terrified Senator splattering into oblivion as he clutches the hand of Storm (Halle Berry).
Inverse spoke with star Davison and X-Men’s visual effects supervisor Michael Fink about the intricate process of bringing this iconic moment to life, how the scene broke new ground through its blending of cutting-edge technology and practical effects, and a goofy cameo moment from the late, great Stan Lee that didn’t make the cut.
Senator Kelly’s transformation begins.20th Century Fox
The shot relied on a mixture of bleeding-edge lighting tech, multiple CGI models, and good old-fashioned practical effects.
It was the culmination of a hell of a lot of planning, makeup, and meticulous attention to detail.
Fink says the feat would be far less work today.”
“Now you would do that all digitally, and there would be no practical effects,” he says.
“We didn’t have that.
Technology for fluid dynamics and water motion, smoke, and fire, they were really in their infancy.”
Pulling the scene off required filming numerous elements over and over again in order to get clean shots that could be merged together in post-production.
These included Davison and Berry’s interactions, the water pouring from the surgical table, the lighting, the shadows, and multiple CG wireframes of Davison.
“My modus operandi is that I really like to prepare,” says Fink.
“Winging it in visual effects is a very dangerous business.
I like to get more elements than I actually will need in the end.
You never know which way a shot might go.
So you try to envision all the things you might need.”
Senator Kelly in the throes of dissolving.20th Century Fox
The scene was shot in Toronto, during what Davison recalls as the particularly chilly winter of 1999-2000.
The actor estimates he spent around 10 hours in the makeup chair, getting painted with an intricate labyrinth of veins across his face and torso.
Then came the slime and goop.
“Yeah, it was uncomfortable!
And walking from the trailers in all that goop was a little dicey,” Davison says.
“I certainly shouldn’t complain, with the things that people like Rebecca [Romjin, who played Mystique] had to go through.
And Tyler Mane, [who played Sabertooth] with his contacts.
He got eye infections and everything from that.”
With his takes done for the evening, Davison headed back to his trailer to wash up, only to get promptly hauled back for another round of makeup.
Something had gone awry, and Senator Kelly had to be dissolved again.
That feeling when you have to spend another 10 hours in the makeup chair.20th Century Fox
“The lighting was the wrong color.
It was a simple mistake.
It happens quite often, but usually not with the 17-hour motion-control visual headshots,” Fink explains.
“You couldn’t really tell on the set what the film was seeing.
So some of the light was very cold, and some of the light was quite warm.
Mixed together that turns into ugliness.
This was truly a ‘once in a lifetime’ kind of thing.”
After Davison and Berry finished their second round of shooting, it was time for the water effects.
The practical effects team on X-Men rigged up a large, torso-shaped bag full of water, which Fink describes as a “giant-sized version of what you get in the produce department.” Fink cut the bag with a box cutter, then stepped out of the shot just before the puncture spread across the whole bag, in order to capture the gentler pour of water off the sides of the table.
A second water effect, created using a transparent box, provided the more abrupt splooshiness of Kelly’s liquefying head.
The video below from unpacks the numerous layers of all the components of the shot.
“This was just an idea I had.
Nobody knew if it was going to work,” Fink says.
“This is what you do in visual effects quite often — you make up things that you’re absolutely confident you’re going to work, but you really have no idea because nobody’s ever done it before.
So you’re always kind of standing with your fingers crossed behind your back when the director shows up.”
Dissolving Kelly also gave Fink and the visual effects team on X-Men the opportunity to break new ground with photogrammetry, which uses high-resolution photographs to construct 3D environment models.
Consistent lighting across all elements of this sequence made it far easier for the compositor to seamlessly blend digital and practical effects in post-production.
“It had been developed about five or so years before, but it hadn’t been widely used because nobody could quite figure out how to get it to work,” says Fink.
“This was one of the early — if not the earliest — film uses of global illumination and creating a virtual environment to actually light a CG object.
And it worked.
We were all very excited.
We broke a little bit of new ground there.”
Kelly’s body distends and deforms as footage of Davison blends with practical and digital effects.20th Century Fox
Despite spending an awful lot of time covered in goop on a frosty metal table, Davison looks back on X-Men as one of his favorite projects.
“It was the first time they had done a lot of things,” he recalls.
“All the movies after that, they just went apeshit with special effects.
The first one was much more character development-oriented, and special effects really added to that.”
Fink’s pride in the seen is mingled with a keen eye for tiny imperfections.
In his view, Kelly’s face looks a little chalky or powdery, a common shortcoming of early 2000s CGI water effects.
He says making this same scene today would be a far less labor-intensive process.
For one thing, fluid dynamics software would stand-in for multiple takes slicing open Davison-shaped sacks of water.
“We did that practical effect about as good as it could possibly get,” he says.
“I’m quite proud of the shot, even though there are things about it that bother me.
But it couldn’t have been better.”
We can think of only one tweak that could have possibly made the watery end to Senator Kelly’s arc more satisfying, and it comes slightly earlier in the film.
According to Davison, Bryan Singer’s desire to foreground character and storytelling in X-Men meant that some of the actors goofier moments from filming didn’t make the cut.
Among them was a pre-MCU Stan Lee quip from the end of Senator Kelly’s stroll on the beach.
A mutated Senator Kelly emerges from the sea, but the heckling line from Stan Lee didn’t make the cut.
“I was coming out of the water.
He was a hot dog vendor, and I had a codpiece glued on.
I was naked with 500 extras all around,” Davison says.
“As I walked past the hotdog stand, he says, ‘Ay Senator, you look like you could use a wiener!’ That’s always been a fond memory.”
Admittedly, if you’re going to dissolve into a pool of water, it’s probably best to do it on an empty stomach.
Jake Kleinman contributed reporting to this story.
WELCOME TO X-MEN WEEK, INVERSE’S CELEBRATION OF THE FILM THAT KICKED OFF MARVEL’S MOVIE DOMINATION.