Doctor Who’s Boneless threat brought to life by axisVFX


Doctor Who: Flatline, directed by Douglas Mackinnon, contains 66 VFX shots from boutique studio axisVFX, including a new multi-dimensional menace called the Boneless.

The axisVFX crew created the visual effects for the shots, as well as conceiving, designing and developing the look and performance of the new creature.

Based in Bristol and Glasgow, the axisVFX was established last year by award-winning animation company Axis and visual effects supervisors Grant Hewlett and Howard Jones.

In the Flatline episode, the Boneless are revealed as a race that only exists in two dimensions. We first see them as they explore our planet, distorting three dimensional surfaces as they go. As the creatures spend more time in our three dimensional world they begin to evolve and explore the third dimension themselves with a potentially devastating effect.


“The script described how these creatures move, grow and evolve over time but everyone who read the words on the page imagined it differently in their head,” said axisVFX 3D visual effects supervisor Grant Hewlett. “So this was our biggest challenge, visualising something that had never been seen before, something that initially had to be flat but at the same time become sinister, threatening and frightening.”

Following the initial meetings with Douglas Mackinnon, and Executive Producers Steven Moffat and Brian Minchin, the axisVFX design and concept team set about producing concept artwork that explored how the Boneless could look.

VFX Art Director Ste Dalton worked with the concept artists, taking influences from Ferro fluids to Francis Bacon.

“We presented over thirty different design explorations for the Boneless creatures,” said axisVFX 2D visual effects supervisor Howard Jones. “We knew whatever we created in a piece of digital concept art had to be able to be produced under the challenging constraints of a TV production schedule.”

“With that in mind we very quickly moved from 2D concepts into doing test sequences utilising 3D tools in Houdini and 2D tools in Nuke. These tests and explorations were led by our FX Lead Joe Thornley-Heard.”


Hewlett and axisVFX creative director Stu Aitken worked together to deliver a plan using high-end performance capture techniques from the animation team, including 3D body scanning and motion capture.

“These are techniques we have honed on multiple projects and we have it down to a fine art,” said Aitken. “The speed of shooting on Doctor Who meant we needed a robust and flexible approach, which would accommodate last minute changes easily. We arranged to 3D scan all of the actors in costume and then set up a motion capture shoot which was directed by Douglas.”


Grant Hewlett worked closely on-set with Mackinnon, providing on the spot technical and creative solutions including shooting plates.

“Due to the complex nature of the script and the demanding shooting schedule I really had to get hands-on, shooting plates that would later become shots, suggesting alternatives to save valuable shooting time and re-designing shots as we went,” said Hewlett. “Douglas was great to work with as he is always asking questions and pushing what’s possible. I really enjoyed the journey.”

IMG_0533Lighting the Boneless and placing them into the shots seamlessly was paramount for authenticity and believability for the audience. The lighting and rendering team, led by CG Supervisor Sergio Caires, used all of the reference materials shot on set to light the creatures accurately.

These rendered passes were then finessed by the compositing team and added to the 2D effects that were being applied to the shots.

For the 2D version of the Boneless, Mackinnon brought in reference of some sea slugs that he felt possessed an appropriately unnerving motion.

“Lead FX artist Joe Thornley Heard and I worked on creating a CG version of the slug, giving it similar properties in the way it moved,” said Hewlett. “These could then be combined and driven by various fluid dynamic processes, making them move together as one mass.”

“Creating the two-dimensional Boneless effect was a fun challenge for our compositing team led by Carl Chittneden,” added Jones. “At this point the 2D Boneless have no solidity, existing solely within the surface of the world. Taking the creatures Joe created in Houdini, we settled on a treatment where they would start out invisibly hidden in the textures of the surrounding environment, then gradually reveal themselves as they move, dragging and displacing those surfaces with them.”

“We accomplished this by using the rendered passes from Joe’s Houdini 3D setup to smear and distort the original plate in a variety of ways within Nuke. The result was a look that gave Douglas exactly what he wanted: a subtle yet ‘impossible’ treatment of the boneless that felt unnerving and other-worldly.”

As well as the Boneless creatures themselves, the axisVFX crew also created other effects for Doctor Who: Flatline including the flattening of various CG props and live action actors by the Boneless, a shape shifting Tardis and energy-based force fields and blasts.

“It has been a fantastic experience to work on the UK’s biggest and most famous sci-fi show,” said axisVFX managing director Richard Scott. “The show is loved by so many it is amazing to think that our work on Flatline will still be watched 30 years from now by diehard fans of Doctor Who.”


Fired By Design also asked 3D visual effects supervisor Grant Hewlett and creative director Stu Aitken some follow-up questions about the axisVFX work on Flatline.

Fired By Design: When did the opportunity arise for Axis to work on Doctor Who?
axisVFX 3D visual effects supervisor Grant Hewlett:We had completed two series of Wizards v Aliens for the BBC based in Cardiff, so got we to pitch on the eighth series.We produced a comprehensive package for the bid. We don’t know for sure, but suspect that there were many other VFX companies pitching for the work.

FBD:Do the studios in Glasgow and Bristol work together on projects like this or are they currently each dedicated to particular aspects of VFX/animation?
GH: We work together using a fast secure pipe between studios and Shotgun. Glasgow is 3D heavy and Bristol more 2D/FX.

FBD:The team tested a number of solutions for the Boneless, including using Kinetic cameras with Xbox-why was this route explored and why did you discard it?
GH: We liked the rough pixelated aesthetic of the Xbox camera capture but it was too fast a shooting schedule for us to start introducing any more variables. It also lacked any creative way of manipulating the data once captured, which is not ideal for us.

FBD:What facilities/tools did you use for the performance capture and 3D body scanning workflow?
axisVFX creative director Stu Aitken: Actor full body scans were done at ten24 in Sheffield using an Artec laser scanner and a turntable; while there we also took registered high res photographs that would be reprojected as textures onto the cleaned up geometry later. Performance capture was then carried out at Audiomotion in Oxford using its Vicon optical system, with actors Oli Hollis and Jessica White performing as the walking Boneless. We also used a virtual camera and early skinned asset geometry so that Director Douglas Mackinnon could see what results he was getting from the actors when applied to various models and from different camera angles in real time.

FBD:What tools were used for lighting and rendering?
Grant Hewlett: Predominantly Houdini using in-house shading/rendering tools, although we also used some Maya/Arnold.

FBD:What new ground for Axis was broken with the VFX for Flatline? What did you learn?
GH: Predominantly we learnt that Doctor Who has a very fast schedule and that we have to have bold ideas and be flexible, luckily that is part of our ethos!

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