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Sky Captain and the World of Tomorrow
Theatrical poster
Directed by	Kerry Conran
Produced by	Jon Avnet Sadie Frost Jude Law Marsha Oglesby
Written by	Kerry Conran
Starring	Gwyneth Paltrow Jude Law Giovanni Ribisi Michael Gambon Ling Bai Omid Djalili Laurence Olivier Angelina Jolie
Music by	Edward Shearmur
Cinematography	Eric Adkins
Editing by	Sabrina Plisco
Distributed by	Paramount Pictures
Release date(s)	September 17, 2004
Running time	106 minutes
Country	United States  United Kingdom Italy
Language	English, German, Tibetan
Budget	$40,000,000 (est.)
Official website
All Movie Guide profile
IMDb profile

Sky Captain and the World of Tomorrow is a film released on September 17, 2004 in the United States. It was written and directed by Kerry Conran, in his directorial debut. The film stars Gwyneth Paltrow, Jude Law, Michael Gambon, Giovanni Ribisi, Angelina Jolie and Sir Laurence Olivier. It is set in New York City in an alternative 1939 and is a pulp adventure style science fiction adventure film.

It is notable as being one of the first major films (along with Able Edwards, Casshern and Immortal) to be shot entirely on a "digital backlot", blending live actors with computer generated surroundings.

Contents 1 Synopsis 2 Cast 3 Development 3.1 Influences 3.2 Teaser trailer 3.3 Pre-production 3.4 Principal photography and post-production 3.5 Music 3.5.1 Track listing 4 Reception 5 See also 6 Notes 7 References 8 External links

The film takes place in an "alternate" late 1930s where there is no sign of Germany preparing for war or that America is in the grip of an economic depression. The fantastic technology, a mixture of super-advanced science and early 20th century points to an alternate history. Despite this, references are made to historical events and persons; World War I is said to have been fought at the beginning of the movie (although the actual outcome of the war is not made clear), Second Sino-Japanese War is noted to be being fought and Hideki Tojo is mentioned.

The film opens with the arrival of the zeppelin Hindenburg III in New York City, mooring at the Empire State Building. Before he vanishes, a frightened scientist named Dr. Jorge Vargas (Julian Curry) makes arrangements for a package to be delivered to a Dr. Walter Jennings (Trevor Baxter).

Polly Perkins (Gwyneth Paltrow), a newspaper reporter for The Chronicle, is looking into the mysterious disappearances of Vargas and five other renowned scientists. She receives a cryptic message, telling her to go to the Radio City Music Hall movie theater that night. She ignores the warning of her editor, Mr. Paley (Michael Gambon), not to go, and meets a terrified Dr. Jennings. He tells her that Dr. Totenkopf (German: literally "death's head" or "skull") is coming for him.

Just then, air raid sirens go off, heralding the arrival of numerous massive robots that prove all but unstoppable. In desperation, the police call for H. Joseph "Joe" Sullivan (Jude Law), who is known as "Sky Captain" and commands a private air force, the Flying Legion. Sullivan knocks out one of the robots and the rest leave. He helps save Polly, who was photographing the robots.

The wreckage of the robot is taken back to the Legion's airstrip so that an expert, Dex (Giovanni Ribisi), can examine it. Polly follows, hoping to get information for her story. She and Joe are ex-lovers, who broke up three years earlier in China where Polly was reporting the events and Joe serving with the "American volunteers". Joe constantly accuses Polly of sabotaging his airplane while at China, while Polly accuses Joe of fooling around with another woman. Since Polly has some useful information, Joe agrees to let her in on the investigation.

This takes them to the ransacked laboratory of Dr. Jennings, with the scientist himself near death. The killer, a mysterious woman (Bai Ling), escapes, but the mortally wounded Jennings gives Polly two vials, which he says are crucial to Dr. Totenkopf's plans. Polly withholds this information from Joe. They return to the Legion's base which comes under attack from squadrons of ornithopter drones. In the ensuing battle, Dex manages to track the origin of the robot control signal but is captured. However, he leaves behind a part of a map marking the location of Totenkopf's base.

Joe and Polly find it and head to Nepal. Venturing into the Himalayas, they find a long abandoned mining outpost. They are nearly killed by two of Totenkopf's goons, but Polly gives up the two vials in a vain attempt to secure their freedom. Joe and Polly escape but are knocked unconscious by the explosion in the mine. They wake up together in the mythical Shangri-La. The monks who live there tell of Totenkopf's enslavement of their people, forcing them to work in the uranium mines. Most of them were killed by the radiation; Totenkopf experimented on the survivors. The final survivor is horribly disfigured, but provides another clue to where Totenkopf is hiding.

This new clue leads them to rendezvous with Joe's other ex-flame, Commander Francesca "Franky" Cook (Angelina Jolie), who commands a Royal Navy flying aircraft carrier. Frankie helps them get to Totenkopf's hidden island. Getting in requires an extended trip underwater, making use of amphibious aircraft.

Joe and Polly find themselves inside the mountainous island, which contains numerous strange creatures, many of which appear to be variations of dinosaurs. They travel to the mountain at the very center of the island and penetrate a secret facility located within. There, they discover that it has been hollowed out into a massive silo where robots are seen loading animals, as well as the contents of the mysterious vials (the material for Totenkopf's genetically engineered humans) onto a massive "Noah's Ark" rocket.

Joe and Polly are detected and nearly killed, but Dex, piloting a floating barge, arrives in the nick of time with three of the missing scientists. Escaping together, Dex explains that Totenkopf has given up on humanity and seeks to end the world to begin a new one: the "World of Tomorrow". When the rocket reaches an altitude of 100km, it will incinerate the Earth. The group goes to Totenkopf's lair only to discover that he has, in fact, been dead for two decades; his machines have carried on his work.

The only way to sabotage the rocket is from the inside, but there is no time to escape from it before it explodes. Polly tries to tag along, but Joe knocks her out with a punch. He then goes to sacrifice himself while the others escape. Polly recovers and follows after Joe, arriving just in time to save him from the mysterious woman who turns out to be a robot. The two then board the rocket just before it launches. Before it reaches an altitude of 100km, they manage to release the animals in escape pods and then use another pod to save themselves after successfully sabotaging the rocket, causing it to explode.

• Jude Law stars as H. Joseph "Joe" Sullivan a.k.a Sky Captain of the Flying Legion: He commands a private air force known as the Flying Legion. In 2002, producer Jon Avnet showed Law the teaser trailer and the actor was very impressed by what he saw. He remembers, "All I got at that early stage was that he'd used pretty advanced and unused technology to create a very retrospective look."^[1] Avnet gave him the script to read and some preliminary artwork to look at.
  Law: "What was clear was also that at the center was a really great cinematic relationship, which you could put into any genre and it would work. You know, the kind of bickering [relationship]. I always like to call it The African Queen meets Buck Rogers."^[1] Avnet wanted to work with Law because he knew that the actor had "worked both period, who worked both having theatrical experience, who worked on blue screen, who hadn't hit yet as a major action star."^[2] The actor had just finished filming Cold Mountain (2003) and was intrigued at going from filming on real locations to working on a movie done completely on a soundstage (Sky Captain would be one of three Jude Law films released by Paramount Pictures in 2004, along with the 2004 remake of Alfie and Lemony Snicket's A Series of Unfortunate Events. It also was one of six overall Jude Law films released that year.).
• Gwyneth Paltrow as Polly Perkins, reporter for the New York Chronicle. Law believed so much in Conran's movie that he also became one of the producers and used his clout to get Paltrow involved. Once her name came up, Law did not remember "any other name coming up. It just seems that she was perfect. She was as enthusiastic about the script and about the visual references that were sort of put to her, and jumped on board."^[2] Paltrow said in an interview, "I thought that this is the time to do a movie like this where it's kind of breaking into new territory and it's not your basic formulaic action-adventure movie."^[3]
• Angelina Jolie as Commander Francesca "Franky" Cook: She commands a Royal Navy flying aircraft carrier. Jolie had just arrived from the set of Tomb Raider: The Cradle of Life (2003) and agreed to work on the movie for three days. Despite her small role, she had conducted hours of interviews with fighter pilots in order to absorb their jargon and get a feel for the role.^[4]
• Giovanni Ribisi as Dexter “Dex” Dearborn, ace mechanic of the Flying Legion. Ribisi met with Avnet and, initially, was not sure that he wanted to do the movie but after seeing the teaser trailer, he signed on without hesitation.
• Michael Gambon as Morris Paley, editor of the New York Chronicle
• Omid Djalili as Kaji, former comrade-in-arm from the Flying Legion
• Bai Ling as The Mysterious Woman, Totenkopf's henchwomen
• Julian Curry as Dr. Jorge Vargas, a missing scientist
• Trevor Baxter as Dr. Walter Jennings, a missing scientist
• Peter Law as Dr. Aler Kessler, a missing scientist
• Laurence Olivier as Dr. Totenkopf, the mysterious scientific genius and supervillain

Peter Law, who plays Dr. Aler Kessler, is the father of Jude Law.^[5] The full names for Dex and Editor Paley were revealed in the novelization written by Kevin J. Anderson.^[6]

Kerry Conran grew up on films and comic books of the 1930s and 1940s. He and his brother, Kevin, were encouraged by their parents to develop their creative side at a young age. Kerry studied at a feeder program for Disney animators at CalArts, and became interested in 2-D computer animation. While there, he realized that it was possible to apply some of the techniques associated with animation to live-action. Conran had been out of film school for two years and was trying to figure out how to make a movie. He figured that Hollywood would never take a chance on an inexperienced, first-time filmmaker. So, he decided to go the independent route and make the movie himself.^[4]

Conran was influenced by the designs of Norman Bel Geddes, an industrial designer who did work for the 1933 Chicago World’s Fair and designed exhibits for the 1939 New York World’s Fair.^[7] Geddes also designed an airship that was to fly from Chicago to London.

Another key influence was Hugh Ferriss, one of the designers for the 1939 World’s Fair and who designed bridges and huge housing complexes.^[7] He was an American delineator (one who creates perspective drawings of buildings) and architect. In 1922, skyscraper architect Harvey Wiley Corbett commissioned Ferriss to draw a series of four step-by-step perspectives demonstrating the architectural consequences of the zoning law. These four drawings would later be used in his 1929 book The Metropolis of Tomorrow (Dover Publications, 2005, ISBN 0-486-43727-2).

Regarding the 1939 New York World’s Fair itself and its futuristic theme of the World of Tomorrow, Conran noted: "... obviously the title refers to the World Expo and the spirit of that was looking at the future with a sense of optimism and a sense of the whimsical, you know, something that we've lost a lot in our fantasies. We're more cynical, more practical... I think what this film attempts to do is to take that enthusiasm and innocence and celebrate it--to not get mired in the practicality that we're fixated upon today."^[8]

Conran also acknowledged his debt to German Expressionism, which was particularly evident in the opening scenes in New York City: "Early German cinema was born of just a completely different aesthetic than what we see nowadays. One of the last things I watched before starting this project was the Dr. Mabuse series that Lang had done -- terribly inspirational, the use of art and propaganda even."^[8]

Conran summed up what influenced him in making Sky Captain and the World of Tomorrow: "We tried to approach it almost as though we lived in that era and were just another group of artists trying to make a work comprised of those pieces and inspirations. We wanted the film to feel like a lost film of that era. If we're a footnote in the history of pulp art and Golden Age comics, that'd be enough, that'd be great. If we even just inspire some people to go back and investigate some of that stuff, we'd have done enough."^[8]

In 1994, Conran set up a bluescreen in his living room and began assembling the tools he would need to create his movie. He was not interested in working his way through the system and instead wanted to follow the route of independent filmmakers like Steven Soderbergh.

Initially, Kerry and his brother had nothing more than "just a vague idea of this guy who flew a plane. We would talk about all the obvious things like Indiana Jones and all the stuff we liked."^[9] Conran spent four years making a black and white teaser trailer in the style of an old-fashion movie serial on his Macintosh IIci personal computer. Once he was finished, Conran showed it to producer Marsha Oglesby, who was a friend of his brother's wife and she recommended that he let producer Jon Avnet see it. Conran met Avnet and showed him the trailer. Conran told him that he wanted to make it into a movie. They spent two or three days just talking about the tone of the movie.^[10]

Avnet and Conran spent two years working on the screenplay, which included numeous genre-related references and homages, and developing a working relationship. Then, the producer took the script and the trailer and began approaching actors. In order to protect Conran's vision, Avnet decided to shoot the movie independently with a lot of his own money. The producer realized that "the very thing that made this film potentially so exciting for me, and I think for an audience, which was the personal nature of it and the singularity of the vision, would never succeed and never survive the development process within a studio."^[2]

Avnet went to Aurelio De Laurentiis and convinced him to finance the film without a distribution deal. Nine months before filming, Avnet had Conran meet the actors and begin rehearsals in an attempt to get the shy filmmaker out of his shell. Avnet set up a custom digital effects studio with a blue screen soundstage in an abandoned building in Van Nuys, California. A group of almost 100 digital artists, modelers, animators and compositors created multi-layered 2D and 3D backgrounds for the live action footage yet to be filmed.

The entire movie was sketched out via hand-drawn storyboards and then re-created as computer-generated 3D animatics with all of the 2D background photographs digitally painted to resemble the 1939 setting. With the animatics as a guide, grids were created to map camera and actor movements with digital characters standing in for the real actors. The grids were made into actual maps on the blue screen stage floor to help the actors move around invisible scenery.^[11]

Ten months before Conran made the movie with his actors, he shot it entirely with stand-ins in Los Angeles and then created the whole movie in animatics so that the actors had an idea of what the film would look like and where to move on the soundstage. To prepare for the film, Conran had his cast watch old movies, like Lauren Bacall in To Have and Have Not (1944) for Paltrow's performance and The Thin Man (1934) for the relationship between Nick and Nora that was to be echoed in the one between Joe and Polly.^[4] Avnet constantly pushed for room in this meticulously designed movie for the kind of freedom the actors needed, like being able to move around on the soundstage.

Director of Photography, Eric Adkins, was ahead of his time with his work on this ambitious movie. Conran and Avnet were able to cut costs considerably by shooting the entire movie in 26 days (not the usual three to four months that this kind of movie normally takes) on high-definition video using a Sony HDW-F900 and working entirely on three different blue screen soundstages in London, England with one notable exception. Conran wrote a scene that was added later on where Polly talks to her editor in his office that was shot on a physical set because there was no time to shoot it on a blue screen soundstage.^[4] The footage from the HD camera was run through a switcher and then through a Macintosh computer running Final Cut Pro that allowed the filmmakers to line up the animatics with the live onstage footage. Conran said, "I don't know how we would have made this movie. It's really what allowed us to line up everything, given there was nothing there."^[11] After each day of shooting, footage was edited and sent overnight to editors in L.A. who added CGI and sent it back.

After filming ended, they put together a 24-minute presentation and took it to every studio in June of 2002. There was a lot of interest and Avnet selected the studio that gave Conran the most creative control. They needed studio backing to finish the film's ambitious visuals. At one point, the producer remembers that Conran was "working 18 to 20 hours a day for a long period of time. It's 2,000 some odd CGI shots done in one year, and we literally had to write code to figure out how to do this stuff!"^[12] Most of the post-production work was done on Mac workstations using After Effects for compositing and Final Cut Pro for editing (seven workstations were dedicated to visual effects and production editing). The distinctive look of the film was achieved by running footage through a diffusion filter and then tinting it in black and white before color was blended, balanced and added back in.

Sir Laurence Olivier also posthumously appears as the villain and mad scientist Dr. Totenkopf. His likeness was digitally manipulated archival BBC footage of the actor and thus adding one more film to his repertoire. A similar move was made two years later in the 2006 Superman Returns film with Marlon Brando.

Avnet cultivated a calculated release for the movie by first moving its release date from the summer (it was supposed to open a week before Spider-Man 2) to September, then courting the Internet press and finally making an appearance at the San Diego Comic Con with key cast members in an attempt to generate some advance buzz.^[12]

Sky Captain and the World of Tomorrow (Original Motion Picture Soundtrack)
Soundtrack by Edward Shearmur
Released	September 7, 2004
Genre	Soundtrack
Label	Sony
Professional reviews
All Music Guide link

Composer Edward Shearmur (The Wings of the Dove, Charlie's Angels) wrote the film's lavish orchestral score in the style of Hollywood's golden-age composers, and the film's end-title sequence featured a new recording of the Oscar-winning standard "Over the Rainbow" sung by the acclaimed young American jazz singer Jane Monheit, which were all featured on Sony Classical's original motion picture soundtrack recording.^[13]

1. The World of Tomorrow (1:07)
2. The Zeppelin Arrives (1:53)
3. The Robot Army (3:01)
4. Calling Sky Captain (3:26)
5. Back at the Base (2:49)
6. The Flying Wings Attack (6:31)
7. An Aquatic Escape (2:29)
8. Flight to Nepal (4:38)
9. Treacherous Journey (2:22)
10. Dynamite (2:26)
11. Three in a Bed (0:57)
12. Finding Frankie (5:02)
13. Manta Squadron (6:33)
14. H-770-D (1:14)
15. Flying Lizard (1:06)
16. Totenkopf's Ark (5:01)
17. Back to Earth (3:14)
18. Over the Rainbow - Jane Monheit (3:54)

Although the movie had high box office expectations, opening at #1 on its September release date, the movie only grossed $37.8 million in the United States from an estimated $40 million budget.^[14] Critical reviews, while largely positive, still did not drive audiences to the theatre.
The film garnered positive reviews with 73% of national film critics praising the film as aggregated by RottenTomatoes.com. ^[15]
Noted film critic Roger Ebert was among those who strongly supported the film, giving it a 4-star review and praising it for "its heedless energy and joy, it reminded me of how I felt the first time I saw Raiders of the Lost Ark. It's like a film that escaped from the imagination directly onto the screen, without having to pass through reality along the way." ^[16] Stephen Holden of The New York Times lauded its visuals and its evocation a bygone era but felt that "the monochromatic variations on sepia keep the actors and their adventures at a refined aesthetic distance...At times the film is hard to see. And as the action accelerates, the wonder of its visual concept starts giving way to sci-fi clichés." ^[17]
The Canadian network Space: The Imagination Station awarded it the 2005 Spacey Award for Best Science Fiction/Fantasy Film.^[18]
The film is also one of few to be awarded five stars by IGN filmforce.^[19]

• Homages in Sky Captain and the World of Tomorrow
• Postmodernism
• Retro-futurism
• Steampunk
• Timeline of CGI in film and television

• "Brave New World" Part 1 & 2 - Sky Captain and the World of Tomorrow Special Collector's Edition DVD (Paramount Pictures, 2005)
• "The Art of World of Tomorrow" - Sky Captain and the World of Tomorrow Special Collector's Edition DVD (Paramount Pictures, 2005)
• "Macs help Sky Captain save the day, win converts" by Brad Cook Mac World (September 30, 2004)

• Official site
• Sky Captain and the World of Tomorrow at the Internet Movie Database
• Sky Captain and the World of Tomorrow at All Movie Guide
• Sky Captain and the World of Tomorrow at Rotten Tomatoes
• Sky Captain and The World of Tomorrow DVD review by Dan Schneider
• DVD review by M.E. Russell
• The Flying Legion fansite
• Soundtrack at the Official site
• Unofficial Profile of Sky Captain

Preceded by Resident Evil: Apocalypse

Box office number-one films of 2004 (USA) September 19, 2004

Succeeded by The Forgotten