Chapter 11: CG Production Companies

11.6 Rhythm and Hues / Xaos

Rhythm and Hues Studio

Rhythm & Hues Studio Logo

Founded in 1987 by former Abel and Associates employees John Hughes, Keith Goldfarb, Charlie Gibson and Pauline T’so, and Omnibus technical director Larry Weinberg, R&H was one of the most reputable CG firms in the industry and a leading producer of character animation and visual effects for the entertainment industry. The company’s work was prominently featured in movies, commercials and theme park attractions.


Based in Marina del Rey, California, the studio’s facility was a creative home for more than 300 artists and staff. In 1995, Rhythm & Hues was honored with the Academy Award for Best Visual Effects for its work on Babe, named one of the Top Ten films of the 1990’s by the Associated Press. The Commercial Division was well known for its work on the Mazda Cool World commercials, as well as the Coca Cola Polar Bear campaign. The studio was the recipient of top awards from both national and international competitions including the CLIOS, The New York Festivals, the International Monitor Awards, Monte Carlo’s Imagina Awards and The Emmy Awards. In addition, R&H received two Scientific & Technical Academy Awards.

Coca Cola Polar Bears

Their facility housed live action and animation directors, animators, painters, modelers, producers, programmers, writers, technical and production support. They contributed work for the Nutty Professor, Spawn, Mouse Hunt, Babe, Waterworld, Batman, Ace Ventura, Bedazzled, Little Nicky, Fighting Like Cats and Dogs, Red Planet, the Sixth Day and others. They also contributed shots to Hollow Man (Sony), X-Men (Fox), Frequency (Lead house, New Line) and Fantasia 2000, for Walt Disney Studios. They are also well known for the Coca Cola bears that raced into our TVs during the Olympics, as well as the theme park rides Seafari and the Jetsons at Universal Studios, Florida.

Besides their film, television and theme park work R&H produced 3D CG for games, including Eggs of Steel for PlayStation.

In 1999 R&H bought VIFX, and former Abel employees Richard Hollander rejoined Richard Taylor and Bill Kroyer.

Movie 11.8 Ads from R&H

Several ads from R&H (1988)

Movie 11.9 Making of Coca-Cola Bears

Rhythm and Hues produced the innovative polar bear sequences for ads from Coca-Cola. This video depicts the making of one of the ads.



Founded as Eidolon by Arthur Schwartzberg and Michael Tolson, it was renamed Xaos in 1989. Tolson’s software development was key in the look of the company’s work that was organic looking images of high complexity.

Scene from Lawnmower Man

Their most recognized production was of sequences in the 1990 film Lawnmower Man; they also produced a number of exquisite scenes for the MTV Liquid Television series. The look of the latter images was reminiscent of the products marketed by Xaos Tools, a not-so-successful Tolson/Schwartzberg spinoff.

Xaos, who unlike many of their peer companies of the time, was largely a Windows NT based company. Other work included animation for The Pagemaster, a Grateful Dead music video titled Infrared Roses and IDs for MSNBC and the Sci-Fi channel.

The following article about the company was from a news release by Intergraph – Xaos Theory: The Science of Particles, Pixels, and Profits at Xaos, Inc.

The word “Chaos” is not the first thing that comes to mind when you visit Xaos , Inc. in San Francisco. The spacious, high-ceiling facility resembles a well-kept artist’s loft with lots of natural light – a welcome departure for animators accustomed to working in darkened cubicles. In this cheery environment outfitted with Intergraph TDZ 2000 workstations and RenderRAX renderers, Xaos animators have produced some of the industry’s most compelling content for commercials, broadcast, feature films and large-format cinema.

Liquid Television promotion frame

Xaos was the creative force behind the Emmy Award-winning works ” Liquid  Television MTV,” and MSNBC’s station IDs, as well as a long list of memorable commercials for major clients such as Nabisco, Sprint, Kellogg’s, and MasterCard. Film projects include the title sequence for Jumanji and ground-breaking visual effects for Lawnmower Man. Xaos is also emerging as the premier content creator for large-format 70mm films, including CG work on Everest and other IMAX features for National Geographic and Discovery Channel Pictures.  
Thinking Big  
”Creating content for IMAX and other large-format films puts your entire system to the test – from the workstations to the network to the renderfarm. The benefit of using Intergraph’s TDZ 2000 and RenderRAX is that we don’t have to trick anything out to work in that resolution.” — Michele Frazier, executive producer of commercials and broadcast, Xaos , Inc.

Xaos worked on a total of seven large-format films in the last year – an impressive number considering that only 175 of such films have been produced in the entire 28-year history of the format. Among Xaos’s accomplishments in the field include the CG sequences in Everest, a production whose Hollywood blockbuster-style profits have ignited new interest in large-format films. After the success of Everest, large-format companies such as IMAX, once relegated to producing science and nature documentaries, are working to take large-format out of the museums and into a multiplex near you.

Thinking Big
Creating content for large-format films places tremendous demands on Xaos’ workstations, networks, storage, and renderfarm. Each 70mm frame is composed of 4096 x 3003 pixels – four times that of standard 35mm film. The frames render out to a huge 48 MB per frame, while stereoscopic 70mm doubles disk and bandwidth requirements by requiring a separate image for each eye.

Xaos handles the task using Intergraph TDZ 2000 workstations connected to a render farm of Intergraph RenderRAX modules via a 100base-t switched network. Each multiprocessor RenderRAX unit is equipped with 1 GB of memory – almost a bare minimum for rendering large-format frames, according to Mark Decker, technical director at Xaos . “If you have a texture that’s going to fill the entire 4K-pixel frame, the texture has to pretty close to 4K pixels or you’re not going to see enough detail,” he explains. “So we have to load a lot of our large textures into RAM all at once while we’re rendering them.”

The tremendous success of Everest has inspired even staid institutional filmmakers to introduce more dramatic elements into their films, and computer animation is seen as one way to do that. Xaos has taken this as an opportunity to position itself as not just as a service house, but a creative collaborator who helps the client understand the digital medium and recommend how it can be used. “We often advise clients on shots, beyond just giving them a bid and quote, but actually working with them on the script,” says Christina Schmidlin, executive producer of feature films at Xaos , “It makes it more interesting to us, and provides added value to the client.”

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“The commercial  marketplace is important to us because it keeps you sharp – it’s very demanding and can be very problematic. Landing a commercial project sends an electric shock through the facility. It’s like – ‘Incoming!!!'” — Arthur Schwartzberg, president, Xaos , Inc.

To keep their artistic edge and diversify their client base, Xaos seeks a balance between commercial projects and large-format films. Unlike large-format projects, which often begin planning six months to a year before production, commercial projects move through at light speed, according to Arthur Schwartzberg, president of Xaos . “With commercials, you get a call and they say, ‘We’re doing a project, we’ve narrowed it down to five houses, send your reel’, says Schwartzberg. “Then they call you the next day and say ‘OK, we’ve narrowed it down to three, let’s have a conference call!’ A day later you may (or may not) get the job, and it’s due in two weeks. It’s a lightning bolt.”

To strengthen relationships with commercial clients, Schwartzberg is expanding Xaos’ network of reps, being careful to choose people that understand the visual effects business. “Most reps are typically more live-action oriented because they represent live action directors,” he explains. “It’s important to us that they’re experts in visual effects so they can represent our work more effectively.”

In the high-stakes, high-pressure environment of commercial production, Schwartzberg considers his close relationships with Intergraph, Kinetix, and other vendors to be crucial strategic assets. Xaos has had plenty of time to nurture these relationships, as one of the first CG companies to abandon the Unix platform and move totally to Intergraph and Windows NT. “In retrospect, it was visionary,” says Schwartzberg, “But at the time, it was a very bold move.”

It’s a move that Xaos never regretted. “With Intergraph – I don’t know if it’s southern hospitality or what – but the whole company is infused with an attitude of value-added assistance,” he says. “That’s the kind of thing you can’t know when you’re shopping for systems. The box is cool – you buy it. But you don’t really know until later what that value-added service and attitude might be.” Richard Marco, systems administrator at Xaos , found out to his satisfaction. “I’ve been able to count on Intergraph for any kind of assistance. I’ve been extremely happy with the support. As the lone system administrator at Xaos , that makes my life a lot easier.”

The Particulars of Particles
“Intergraph’s TDZ 2000 is well designed in terms of the overall system design. The data flow is very efficient so you’re not wasting as much time moving data around within the system. Other than that, what can you say? The graphics are incredible, the drivers are solid, and the machine never crashes.” — Mark Decker, technical director, Xaos , Inc.

Xaos was an early pioneer in developing particle animation engines, and was the creator of a famous sequence entitled “Wet Waltz,” which features a dancing character that throws off droplets of water in all directions while swirling through the scene. One of the most powerful features of Xaos’ particle system is the ability to manipulate particles with a variety of forces after they are emitted from an object. Xaos is using this ability on a current IMAX project, in which animations are used to show how currents move in the ocean as they hit an underwater mountain. The effect is achieved with an off-screen rectangle emitting particles that simulate water flows. Xaos animators use the particle engine to populate the scene with various forces to make the currents bend, curl, and twist in vortexes as they hit various parts of the geometry in the scene.

Several years ago, Xaos integrated their proprietary particle code into a plug-in for 3D Studio MAX, providing a smooth user interface that artists can interact with. “Before we made it a plug-in, the software was very powerful, but not always very intuitive for the artists to work with,” says Mark Decker, technical director at Xaos . “Now you can see the object emitting particles. You can move the object around while viewing the forces that affect the particles. It’s much more intuitive than writing scripts.”

On the other hand, Xaos engineers are not limited by the user interface. Their ability to access the code to achieve unique effects for clients is a competitive asset for the company and a key to their signature look.

Getting Down to Business

”This business is tough. It’s exciting, it’s sexy, it’s cool, its artistic – but it’s tough. My attitude is ‘Who wants to just struggle along?’ We’re taking a more aggressive stance about our future.” — Arthur Schwartzberg, president, Xaos , Inc.

Arthur Schwartzberg has that unique combination of talents required for running a successful content creation business. He’s part visionary, part businessman, part artist, part salesman. One of the founders of Xaos , Schwartzberg left in 1991 to form Xaos Tools, a software company. Last year Schwartzberg returned to Xaos with a Steve Jobs-style mission to refocus the company after a few “Xaotic” years. Apparently, Xaos’s artistic vision was as sharp as ever, but some of the business aspects had been allowed to founder. “Like any business, you have to produce quality work, but that’s not enough,” explains Schwartzberg. “You also have to be proactive in sales and marketing, and when I first returned to Xaos , there was very little of that going on.”

According to The Roncarrelli Report on computer animation, the CG industry continues to enjoy huge growth, but only a few companies have significant profits to show for it. Schwartzberg intends to remain among those few. He has aggressively maneuvered Xaos into a position to bid on much larger projects, some of them with multimillion-dollar budgets. The company is also looking at ways to move into content ownership – a practice unheard of a few years ago, but becoming an increasingly viable option for CG houses such as Xaos . “Until now, we’ve been a 100% service bureau – we do the job, we get paid, it’s in the can, we move on to the next job,” says Schwartzberg. “Owning a stake in the content is a way to go beyond that treadmill.”

Xaos is finalizing a deal in which the company will serve as visual effects producer and coproducer on a large-format film project. Under the arrangement, Xaos discounts a percentage of their fee in exchange for an equity investment in the film. By doing so, the company hopes to establish more ongoing benefits in the form of royalties, ownership, and branding.

When it comes to computer hardware and software, Schwartzberg doesn’t believe in cutting corners. “Our business is incredibly labor intensive — we spend 65% of our resources on labor,” he says. “So if you have to spend a few thousand dollars more on technology that can boost your productivity – I consider that purchase to be intelligent and cost-effective.” Consequently, Xaos’ next hardware purchase will be top-of-the-line Intergraph workstations with Wildcat 3D graphics.

Schwartzberg reflects on how quickly the industry has changed in just a few years, when “high-end” was synonymous with proprietary Unix-based systems. “There was a time when we would never even think of using Intel-based systems – it would be embarrassing to tell that to a client,” admits Schwartzberg. “Interestingly, nobody ever even asks anymore – it’s become a complete non-issue. They just say ‘send us your reel.’ ”


Movie 11.10 Scenes from Lawnmower Man