It had all the appearances of a humble beginning – two guys scraping startup money together from family and friends, flipping a coin to see who would be president and forming a company consisting of themselves, a Mac and a shoe box full of receipts.

But the foundations had already been laid for the development of one of the leading animation software companies in a country known for its animation and software acumen.

The foundation was some code written for a software package called prisms and the diverse and complementary experiences and dispositions of the company founders. This would lead to the establishment of Side Effects Software, which, with its Houdini animation product, are internationally acknowledged leaders in the production and software development industries.

The story of Side Effects is all the more impressive when one considers that it remains a private company, a rarity in the 3D animation world. Side Effects is owned by its four principals – president and coo Kim Davidson, ceo and director of strategic technology Greg Hermanovic, senior product architect Paul Breslin and senior mathematician Mark Elendt – and other staffers.

Side Effects’ main competitors are today owned by large computer and software companies: sgi, Avid Technology and Autodesk. Davidson says while joining larger computer entities suited his rivals, such a move is not in the stars for Side Effects – not just yet, anyway.

‘I think it’s not our culture. I also think there is only so much room for a general-purpose 3D animation [house]. I think the three of them just battle for market share all the time. We don’t have to answer to shareholders. We answer to ourselves. We take a certain niche and we march to our own time and music.’

The genesis

The seeds for Side Effects were planted in 1985 at a company called Omnibus, an animation production house where Davidson and Hermanovic worked developing the source code for prisms, a package designed to automate the animation process and take some heat off the company’s artists.

‘There were no systems you could buy, no turnkey packages at that time. You had to build and write your own if you were going to do it,’ Davidson explains.

Their prisms package worked so well, in fact, that John Penny, the president of Omnibus, began licensing it to outside companies – a move that was, in reality, a last-ditch effort to infuse cash into an already-faltering company, Davidson says.

It didn’t help, and in 1987, Omnibus went out of business.

On the streets and jobless, Davidson and Hermanovic did not sit by idly. They went back to Omnibus’s receivers and put in a bid to buy the rights to prisms. With the software came two clients who owned licences to the prisms package, London-based cfx and a Japanese company which is today called Omnibus Japan. Davidson and Hermanovic had an instant client base and Side Effects was born.

Side Effects started where Omnibus left off, in the roles of software developer and as producer of commercials specializing in 3D animation, with Nigel McGrath (one of the founders of Toronto’s Spin Productions) and another partner. But it soon became apparent that even as the company was building a broad client base of prisms users, Side Effects was bidding against these very same clients for commercial work, Davidson says.

‘It wasn’t very good business practice,’ he says. ‘So about 1989, we stopped doing commercials and just focused on the software business from that moment on.’

It was also about that time, says Hermanovic, that the Side Effects team finally developed prisms into a full-fledged software product – a high-end 3D animation package designed to run on sgi workstations. In that time, Toronto software company Wavefront (now Alias|Wavefront, an arm of sgi) had established a popular animation product.

Introduction of SOPs

Hermanovic says Side Effects was taking careful notes on how the top animators, particularly in Hollywood, were using existing products and applying the learning to the development of prisms.

‘We were watching what they were doing with regard to their work flow,’ says Hermanovic. ‘And they were using Wavefront a lot. But in order to do things like, let’s say, deforming ribbons and bending things and so on, they would write their own programs outside of Wavefront and run it under Unix. They would write all these Unix scripts to build their objects and then import them back to preview.’

Addressing this phenomenon was where things started to coalesce into the principal idea that made prisms what it was – a high functionality package based on sops (surface operators).

‘We wanted to build one program. We wanted to build a modeler, a motion editor, a lighting editor, a surface deformation tool, to do things like ribbons and bendy characters in one program,’ says Hermanovic. ‘I also wanted to follow the same kind of work flow that animators used, and I wanted to do it all in one user interface, which means we invented this thing called sops.’

sops are essentially a network of building blocks where surfaces can be changed and things rebuilt without remodeling. Changes made at the operator level are reflected throughout the animation: ‘When people started seeing this sop technology,’ says Hermanovic, ‘that’s what really hooked them and that’s what made them start drifting toward prisms.’

The software had begun to filter into the hands of users while still under the Omnibus banner; the feature film Flight of the Navigator was one of the early projects to employ prisms, and in the early Side Effects years, a number of Japanese location-based entertainment companies got on board.

The software was used to create an underwater world for theme park Fujikyu, a project Hermanovic says marked a passage of sorts into the realm of maturity for the product.

But the closer the company got to Hollywood, says Hermanovic, the better things got for prisms, with the software and its sops framework finding enthusiastic fans among animators working on demanding projects coming out of l.a. as well as New York.

‘We appealed to that crowd of experienced animators who had been through a lot of anguish before; they could see the benefits of prisms.’

The software was used on big-budget projects like True Lies and, a few years later on Apollo 13.

In the early days, the user base was about half Japanese, about a quarter American, with 15% and 10% of users coming from Europe and Canada, respectively. Early Canadian adopters included Toronto’s Dome Productions and Dan Krech Productions.

Technical milestones

As the software evolved, technical milestones were reached, including the development of a rendering tool called Mantra, the brainchild of Elendt, and the addition of the Ice compositor, addressing the reality of 2D compositing within a 3D package.

Side Effects also developed a morphing tool and what it called Time Machine.

But it was the strength of the software’s particle systems for creating images like smoke, fire and rain that endeared the package further to users like Digital Domain.

‘Previously there was no easy way of doing particle systems unless you were a Ph.D.,’ says Hermanovic. ‘This gave you an easier way of doing it.’

The company was also one of the first to include metaballs which facilitated different effects including liquidy bits.

The functionality and user interface of Side Effects’ software evolved further when the company released Houdini in 1996. The idea was to integrate the polygonal modeling attributes of prisms with nurbs (non-uniform rational b-splines), metaballs and particle systems and stay ahead of the ever-swelling demands from the industry.

‘We wanted to create one tightly integrated package that used nurbs, polygons, metaballs and particles and also truly and totally combine the 2D with the 3D all within the same user interface,’ Hermanovic he says. ‘And also within that have lighting, motion editing and rendering.’

Houdini’s magic

Central to the architecture of Houdini is the procedural animation approach which provides animators flexibility throughout their projects. Houdini was also designed to be customized with scripting capabilities and an expression language as well as a software developers kit to allow animators freedom to tailor their work within the package.

Part of the company’s strategy in developing Houdini was to target hardware speeds 10 years down the road. That, says Davidson, assures that the software won’t be obsolete before its time.

The conception and development of Houdini to its current state and the building blocks supporting further evolution of the product fall into a handful of foundation principles and priorities, says Hermanovic. The first principle and the first release focused on the establishment of the technical foundation – the operators – in the software.

‘We expected that animators would be jumping around between different parts of the software so the work flow had to be consistent. So the first priority was the foundation based on op technology, which is what we became known for.’

The next priority was to focus on building quality (i.e. reliability and stability), then to round out features, then build performance and speed, and finally, enhance work flow and user interface.

Addressing these product development touchstones included creating chops, beginning with Houdini Version 2.5. chops, or channel operators, are sophisticated, visual, expression builders which provided a breakthrough in handling motion and audio data. That capability provided a new way of dealing with realtime motion-capture animation, which had been limited in the past by the difficulty in editing motion-capture data in a 3D package.

‘chops was designed to edit motion-capture data and was also designed to do what I call motion layering; that is, you can load several motion clips of a character into the system at one time and combine them in any way you want,’ says Hermanovic. ‘It’s like a nonlinear video editor but it’s for motion.’

But the other main chops characteristic is capability for sound making, an issue close to Hermanovic’s heart. ‘Audio has always been a weak link in any 3D package,’ he says.

chops provides audio editing as well as the ability to synthesize audio elements. ‘It really ties it back to my original interest in sound 20 years ago. I always wondered why sound wasn’t a part of a 3D package. I was always bothered by the fact that audio is so far removed from animation.’

Development also addressed the emerging capabilities offered on different platforms. The nt version of Houdini was released in 1998 and the company announced plans to port the product to the Linux operating system earlier this year.

Recruiting talent

In the meantime, Side Effects has grown from a two-person operation to a staff of 61 (50 in Toronto, 10 in Los Angeles and one in San Francisco) and growing. New product development talent comes, to a large degree, from the computer science pool at the University of Waterloo, which Hermanovic calls one of the best educational programs in the country (‘It gives them industry experience; they come out well-rounded in terms of being realistic about what the industry needs instead of being overly academic’), while some are just people with a strong aptitude for the job with degrees in any number of areas.

‘We look for people we think will empathize with our users because they have to form a tight relationship,’ he says. ‘The programmers and customers are sort of one unit in a way – one influences the other drastically.’

Side Effects customers now come from shops including Digital Domain, DreamWorks skg, Sony Imageworks and Blue Sky|vifx. The software has been used in the creation of feature films Contact, Independence Day, The Fifth Element, The Prince of Egypt, lbe attractions like Terminator 2 at Universal Studios Florida and the T Rex: Back to the Cretaceous IMAX 3D show, as well as numerous games, commercials and music videos.

‘We wanted to make the software able to do anything, that’s the goal,’ says Hermanovic. ‘But we can never anticipate what animators will do with it – they always come up with stuff that’s way outside what we anticipate, but it’s built in a modular way that they can patch things together to get what they want.’

Those who use Houdini in long-form and commercial projects cite the procedural animation approach and the flexibility of the software as major advantages when creating characters or effects.

While typically favoring physical effects to bring his disturbing visions to life, director David Cronenberg opted for a puppet-cg combo approach for his latest feature eXistenZ. Toronto’s toybox worked with Side Effects to create one of the director’s freak creatures, a two-headed lizard/salamander hybrid which is seen clearly in all its mutant glory on screen in the film with nowhere to hide. toybox used Houdini on nt and the Mantra renderer to complete several shots.

The shop was originally given one full 3D shot to do, as well as some eye-and-tongue replacement work, but with the results achieved, ended up with additional shots which replaced some of the rod puppet scenes. toybox has about 10 animators on staff and uses Houdini as well as A|W Maya and Softimage.

Senior animator Jim Rutherford modeled, animated and textured the creature for a scene in which it crawls up a gas pump and then interacts with a human character. Rutherford says Houdini’s procedural modeling and animation was key in delivering a realistic creature through a process which required many changes at all stages of the animation.

‘Proceduralism is kind of a buzzword now; other companies are offering it but Side Effects has been doing it for 10 years. It means you have more flexibility to change things,’ he says.

With other packages in the past, there have typically been more clearly defined boundaries between tasks like modeling and animation; an animator would tend to build the ‘perfect’ model and then put deformers on afterward.

‘With Houdini, things can happen at the same time; your work flow is in a chain and every change you make to the model goes through the work-flow chain,’ says Rutherford. ‘You have the ability at each level to change things quickly or you can animate at different levels in the process. You can rough it in and then keep going back and refining and refining.’

Rutherford cites a late-in-the-game visit by eXistenZ effects director Jim Isaac who wanted to see some changes in the tendon and muscle action in the creature’s neck and body.

‘That can be scary because a lot of that can depend on how you built your model,’ says Rutherford. ‘But I could go in and quickly change and remodel parts of the neck and build these expressions and relationships that affected other parts of the model for the look he wanted.’

RenderMan compatibility

Toronto’s Axyz recently completed a trio of spots which put the various components of Houdini to work.

‘Usually, the kind of stuff we do is effects-based as opposed to character animation,’ says Axyz senior animator John Coldrick. ‘One of the main reasons for having Houdini is that it does effects-based stuff so well.’

Having said that, the shop also used Houdini for character animation in spots done for Visa through Leo Burnett and an AlphaBits spot for bbdo.

The Visa spot involved creating a group of realistic looking ants. Coldrick says the spot called into play the package’s improved skeleton animation module and good interface with the RenderMan rendering system.

‘The ant demonstrated how fast [Houdini] is – lots of changes happened down the line and we were able to do them very efficiently. That’s always been a good reason to use Side Effects – they’ve always had that back-door flexibility and access that’s really amazing.’

Coldrick says a major issue for the shop is compatibility with RenderMan, the only rendering package the shop uses.

Toronto’s C.O.R.E. Digital Pictures has used Side Effects packages for the past six years on projects including the Jim Henson/Decode series Brats of the Lost Nebula, and around a year ago, Dr. Doolittle. For the latter project, the shop was charged with animating talking rats, one challenge of which was generating fur, says core vp John Mariella.

‘Houdini enabled us to write our own plug-in software that was fully integrated into the package that animators were using,’ says Mariella. ‘That’s one of the advantages of using Houdini, it’s well suited to adapting to special needs and special purposes. We can easily upgrade the software ourselves if not through Side Effects and extend the functionality that’s already there.’

Digital Domain used Houdini on the soon-to-be-released-and-sure-to-raise-some-hackles feature Fight Club, starring Edward Norton and Brad Pitt. The effects shop completed a number of shots for the film, focusing on two major sequences.

The first is the opening sequence, a cg interpretation of a thought becoming action; a fly-through of the inside of the brain, which begins in the synaptic cleft of the brain and ends with a shot of Norton’s face, covering every actual physiological event in between.

cg provides a scanning electron microscope-like view to the brain. Perspective then travels through bone and skin to the outside of the face where extreme close-up photography and cg provides a look at the skin texture, pores and sweat beads and facial features. The scene shifts down the back of a gun then is matched to a live-action shot of Norton.

Achieving the effect required a huge amount of time, Houdini, and, practically, a surgeon’s knowledge of the noggin for dd’s David Prescott and Dan Lemmon. Judith Crowe also worked on the scene, creating the external close-up shots of the face, complete with cg beads of sweat.

The 95-second scene is one long, continual pull-back: no wipes, tricks or dissolves – one huge Houdini file, says Prescott. dd used Houdini with RenderMan renderer, with the efficient interaction of the two packages proving indispensable, according to dd cg supervisor Matthew Butler. ‘It’s one area where I wouldn’t want to think about trying to do it in another package,’ he says.

The company also used Houdini for a major sequence which features the in-flight destruction of a plane, which made extensive use of pops (particle operators) and chops within the Houdini package.

Houdini in the classroom

Houdini has also become a core package for the curriculum of many educational institutions around the world working to churn out the next generation of animators.

In Toronto, Houdini is central to the first Technical Director’s Program, operated out of Sheridan College, long recognized as one of the ripest animator-producing wombs in the world.

‘We rely on [Houdini] as a major platform because it’s so widely accepted in the industry,’ says Sheridan’s director of alliances and research, Robin King. King says the school is in the process of redesigning curricula and will likely integrate Houdini more broadly into other training programs.

Into the future

Without revealing too much of what is expected from the software as it develops, Davidson says Houdini will eventually offer interfaces that can be tailored to the specific work being done; there will also be an enhanced level of asset sharing which current technologies do not allow for but which Side Effects has allowed for in the architecture of Houdini.

‘You leave it as open as possible,’ he says, ‘and you also follow your customers because they tell you ahead of time a lot of what they want, and if you build some flexibility into your architecture, then you can let them steer you as much as anything.’

Looking to the future, Davidson points to possible applications of Houdini in the game market: ‘We’re starting to be accepted by the game industry.’

It’s Houdini’s procedural backbone which allows the company to move into these new directions, says marketing and sales director Richard Hamel, citing the game market.

‘Having mastered the whole procedural way of working in 3D, Side Effects is now in a position to take another step forward and participate in that next generation of game development,’ says Hamel.

With significant advances in game console technology, game developers will be looking toward new tools to be able to deliver the escalating quality of their product. And where there are roadblocks, like memory constraints, they will require efficient processes, like procedural operations, says Hamel.

Realtime pursuits

The current capabilities of Houdini have facilitated the achievement of an existing goal for Hermanovic, to pursue realtime animation projects.

‘When Houdini 2.5 came out I set my sights on realtime performance,’ says Hermanovic, ‘to do realtime performance of live characters for broadcast or location-based entertainment or anything.’

The company has also used Houdini in a number of other projects and installations including live music performance. At siggraph last year, Side Effects launched its Interactive Dance Club venue, which demonstrated the realtime chops of Houdini. idc allowed those shaking a leg on the dance floor at the site to control a series of audio and visual ‘zones’ with their moves. Six simultaneous live 3D animations were created according to input from the crowd while 12 sound sources were also synthesized and mixed live by a dj.

This year, Side Effects will be involved in a number of realtime projects including dd’s Supernova feature. That project is employing a motion-control rig on a stage with giant spacecraft models, and creators wanted to add cg elements like flames and glowing effects. While motion control and cg imagery had typically been done separately, Hermanovic says bringing Houdini onstage and previsualizing the motion-control moves in the software and creating the cg and filmed elements at the same time curbs production time drastically.

‘It was through Houdini’s realtime chops that they were able to reduce production time to one-third,’ says Hermanovic. ‘It’s this collapsing of technology I’m after in the coming year, projects where we can really cut costs and increase flexibility for animators.’

Side Effects is also gearing its products toward web use. ‘Houdini’s direction for the web is becoming clear to us,’ says Hermanovic. ‘More and more of our customers are using Houdini to create things for the web. It’s about two things: rendered pictures or animation, and making live interactive things. We will be supporting both.’

Never say never

And still, looming on a distant horizon, there is the ever-present possibility that Side Effects may join its competition in the domain of publicly-traded corporate entities. Or, that is to say, that no one is willing to rule out the possibility.

‘I’m the type of guy that never says never to anything,’ Davidson says. ‘I’m very, very open, but I don’t see it as one of [our] current goals…it’s not on our radar. There are many very large and successful private companies. I’d love nothing more than to be very large, but very private.

‘But I never say no.’