Note: the following articles contains some spoilers.

I found myself earlier this month in beautiful downtown Sherman Oaks, CA, world-famous as the home of Sunkist Growers, the Brady Bunch, and, most importantly, the Sherman Oaks Galleria. Once the Mecca of Valley Girl culture, the Galleria has since the halcyon days of the 1980s redeveloped itself into a thriving office complex, complete with its own 24 Hour Fitness, Cheesecake Factory, and Imagi Animation Studio, the high-tech womb from which a gooey mutant egg will be carefully laid next month - an egg containing the new 3D-animated "Teenage Mutant Ninja Turtles" film.

Scheduled for a March 23rd release, "TMNT" is the first feature film of the Ninja Turtles franchise to be released in fourteen years.

"CG is the easy answer," confessed producer Thomas K. Gray, when asked why the Ninja Turtles were returning to cinemas after so many years. Gray also produced the live action features, and offered his unique insight into the history of Ninja Turtles on film.

"If you go back and look where we were going with the first three, we did $132 million [in box office receipts for the first film], $84 million [for the second film], and $42 million [for the third]. But the budgets were going the other way! $11 million [for film 1], $16 million [for film 2], and $21 million [for film 3]. So, you're going in the wrong direction."

With the costs of live action superhero and adventure films rocketing ever higher into the realm of obscenity, it was impossible to approach a new Ninja Turtles film from the traditional direction. Golden Harvest, the production company behind the first TMNT films, let their rights to the property expire and Gray left the company in 1998. Interestingly, he joined Imagi Animation Studios in 2004, and quickly began exploring the Ninja Turtles as an animated feature project.

"I think the beauty of this movie is that it's always been an incredibly difficult picture to set up in this town," Gray said. "Nobody ever got it. The first time around, nobody wanted this movie. I can name you every single studio head who passed. The wisdom was if George Lucas couldn't make money out of a comic book with 'Howard the Duck,' how could you make money with 'Ninja Turtles?'

"Six billion dollars later, after it became this huge phenomenon, the same people passed again!"

Knowing how expensive it would be to create a new live action TMNT movie, CG became something economic as well as a lot more interesting to Gray. "There are things we couldn't do in live action due to budgetary restrictions. That's the real motivation to do ["TMNT"], and we felt that there was enough interest out there that we could come out [with the property] and keep it going."

Indeed, interest in the new Turtles film is palpable. A teaser trailer released last year showcasing the film's visual direction inspired a great deal of buzz for "TMNT," and Imagi Animation Studio cited a survey commissioned by their partner Warner Bros. that indicated anticipation for the film among 6-11 year olds was equal to that for 18-25 year-olds. Interestingly, it's the latter demographic that director Kevin Munroe and producer Thomas Gray are most concerned with.

"We wanted to take care of our fanbase first of all," Gray explained. "Those people we call 'the alumns.' The ones who were with us back in the '90s. We want to make a movie that will be satisfying to them."

Based on the ten minutes of completed footage that was screened and discussed, it appears that the Imagi team were serious about their commitment to the Turtles' first fans, and that they went right to the original source material for inspiration. The imagery is very dark, with what appears to be loads of rooftop action. The clips of fight scenes feature very dynamic moves and are mixed with the Turtles-appropriate levels of humor.

"Long ago, a sensei counseled a grief-stricken boy as his older brother prepared to leave for battle. He said, child, why do you cry? You are both part of a family, and a family is a bond that cannot be broken by war, by strife, by force or neglect. More importantly, you are brothers. And brothers you shall remain, despite time, argument, and even distance."

Those words uttered cryptically by the late, great actor Mako as Splinter were the first sounds heard when the lights dimmed in the Imagi screening room, and they encompassed quite nicely what this movie is about, and why it's perhaps what Turtles fans have been waiting for in a feature film. Firstly, there is a high level of spooky, mythic-type ninjaness in that dialogue, the sort fans would expect to hear from Master Splinter. Secondly, the tale he tells is one of family and brotherhood, one of the biggest themes in the original Mirage Studios comic books.

"['TMNT's] key theme is family," declared director Kevin Munroe, who went on to explain that all sorts of dubious ideas were discussed as possible directions for the new film, ideas like the Turtles in space, or another time travel plot, but that the creative team returned each time to the setting of New York City and the Turtles' nature as teenage siblings. "We didn't want to tell an origin story all over again," said Munroe. "It's sort of a rebirth story. The Turtles have been on all these adventures and now they're questioning what keeps them together as a family."

As in the Kevin Eastman & Peter Laird comics, the nature of the Turtles as siblings is played up heavily in "TMNT." Raphael and Leonardo are, as always, constantly at odds, although in this film it's not just because Leo is a bossy know-it-all and Raph is a hot headed troublemaker. In "TMNT," Raph has a hate on for Leo because Leo's left New York and gone to the jungles of South America on some kind of personal, soul-searching ninja quest. This would be fine with Raphael, except for the fact that Splinter's apparently grounded the team for the duration of Leonardo's absence. To keep the city safe, Raphael secretly assumes the alter-ego of Nightwatch, a masked vigilante who tries to keep New York safe during the Turtles' extended downtime. When Leonardo returns and gives the order to take down the dangerous Nightwatch, shells naturally clash.

That "TMNT's" story seems congruous with those of the original Mirage comics is no coincidence. Approving every page of script was Ninja Turtles co-creator Peter Laird.

"Peter has a list of ten commandments of what the Turtles can and cannot do," said director Kevin Munroe, "and one of the grey areas is if one of them can have an alter-ego. Nightwatch is sort of a personification of the differences between Leo and Raph."

Laird's influence didn't end at the script stage. The Turtles co-creator approved every stage of production, including design. "The redesign of the Turtles is another thing I didn't think Pete would let us get away with," Munroe confessed, referring to the Turtles' noticeably trimmer appearance in the new film. Munroe felt that other filmed and televised versions of the Ninja Turtles portrayed them as unnecessarily large. "The idea was making them feel like teenagers. They're just a family of teenagers sitting on a sofa and arguing. Pete was all for it."

What Pete was also all for were some new villains. "We all felt like Shredder had been done to a good extent," Munroe explained. "I think 'Batman Begins' did a great one, they didn't kick off with the Joker. Now whenever he comes back in the next one, that's cool because now you know who this new Bruce Wayne is and it's all set up. To a lesser extent, I think it's the same sort of thing with the Turtles. I think Shredder would make a much greater impact in the second film than in the first one."

While Shredder's not back, the Foot Klan are, and with them are some monster characters we didn't get too close a look at, but Munroe assured us, "Pete's a huge monster fan."

The redesign of the Turtles are just some of the interesting character choices the film's designers made. Unlike other CGI films like "Final Fantasy: The Spirits Within," or "The Polar Express," the new "TMNT" film doesn't seek to approximate reality. Instead, the characters in "TMNT" most closely resemble characters from a cartoon or comic book, with all the exaggerated and/or simplified traits that go along with that kind of stylized approach, a la Pixar.

"There's no reason to go out and replicate reality," said Munroe. "We wanted to create a believable alternate reality."

Great pains were taken to achieve the film's stylized world. From the earliest stages, the look of the film was approached with comic books in mind. In regards to the action sequences and other staging, Munroe explained, "I think there's a lot that happens between panels in a comic book that you sort of fill-in in your mind. How this pose got from here to there. The idea with this movie is that hopefully it feels like everything that happens between those panels."

Additionally, the entire film was lit in black and white before any coloring was added. "We were going after that Frank Miller kind of 'black & white comic' kind of vibe in terms of the light."

Sadly, where the film diverges from the comics as well as virtually every other martial arts film is in the area of on-screen violence. Imagi Animation Studio is contractually obligated to deliver a PG-rated Turtles film, a task that comes with its own list of challenges â€" challenges compounded by even more that are unique to the Ninja Turtles property.

"They have different standards for us than they do for 'Narnia' or something," Gray said. 'You can't whack somebody with nunchucks.' Nunchucks are absolutely illegal in the UK, you can't even show them being whipped around. Throwing stars are definitely out. We were told up front, 'Don't whack anybody with a nunchuck, because it's going to be cut out.'

"If we had our way, we'd probably be making PG-13 or R."

"The biggest enemy is intensity, not violence," Munroe tried to explain. "[The violence] is never really glorified. It's always done with that sort of Turtles spirit, which is cool, even though they're still using katanas and stuff. It's not language or blood or anything, it's sort just intensity…"

The question had to be asked: How does Michelangelo take out a bad guy?

"Cut around it," Munroe admitted. "You use the implication of a lot of stuff. You push it as much as you can, but you can get nailed for it."

The director added, "Nobody's really come down on katanas, though."

Another battle the filmmakers lost with the suits was on the field of character voices. "We were certainly of the opinion that the Turtles should not be known actors," Gray said. "We fought for that. But they felt we could push it with Casey Jones and April, with Sarah Michelle Gellar and Chris Evans. Patrick Stewart's in there. Laurence Fishburne is doing some narration work.

"We just didn't want to do a DreamWorks movie where everyone's a famous player, where the names of the actors are bigger than the title of the movie. But they gave us good performances."

"They're super voice actors," agreed Munroe.

"[Warner Bros.] has tremendous support for us," Gray added. "They gave us a lot of good suggestions and we have incorporated some. It's give and take. Some we absolutely didn't want to do. It's part of the process. We know this film will not do anything unless the mighty Warner campaign gets behind it."

Technically, the "TMNT" production pushed against every constraint of its budget. "It's insanely huge," sighed Munroe. "We've got a live action production designer. He worked on 'The Crow,' 'Judge Dredd,' the last two 'Matrix movies.'

"We've got wet-down, reflective surfaces. The rain reacts differently on each character's skin, their bandanas, the steel of their weapons. All these little touches you just don't see in a lot of CG films. When we got into it we learned why you don't see it, because it's a ton of work. But once you start doing it and it looks really cool, you just get addicted to the look and feel."

Actually animating "TMNT" are four-hundred very tired people in Imagi's Hong Kong studio, many of whom are just out of polytechnics and art schools and using standard products like Maya and Renderman, as well as a number of proprietary tools developed especially for this feature. Out-sourcing "inbetween" work to animation houses in Asia is a scenario much like that of American television animation. In the case of "TMNT," all the front and back-end work are completed in the US studio. The director, production designer, art director, character designers and storyboard artists are all here as well. When a "package" goes to Hong Kong, the entire scene can be viewed in animatic greyscale. This is atypical for an American CG feature, as most are produced primarily in-house and in the US, but Imagi's system does allow for "TMNT" to be produced on a less expensive schedule.

"It's really the best of both worlds," said Munroe.

"I didn't come from animation," Gray remarked. "I come from live action. We did 'Ninja Turtles 2' in one year from the day we opened the first film. We wrote it, shot it and got on the screen one year later. That's probably why it wasn't very good, but to spend twenty-six to twenty-seven months doing an animated project… it's a long process. We hope with future projects to get it down to under two years.

"The [major] studios are still on a three year schedule [for CGI features]," Gray added. "We can go faster because they have different requirements in Hong Kong. We don't have the unions. We can chain people literally to their desk. Not exploit them, of course, but, I mean, there's this work ethic in Hong Kong that just gets it done. They also have a six day work week, where here it's five."

Kevin Munroe made a point to congratulate the Hong Kong animation team for turning in fighting sequences far better than he and his team actually staged. The Hong Kong animators went so far as to develop unique fighting styles for each character, and their work can definitely be seen in the action sequences on screen.

As of that January 8th, the day I visited Imagi Animation Studio, "TMNT" was 90% complete, with final color timing, sound effects and scoring remaining to be completed. Surprisingly, "TMNT" has a running time of just 81 minutes. "81 minutes can be two hours if the movie doesn't work," Gray joked. "This thing just takes off and goes."Finally, Gray remarked that the team will have done their job. "If the next day our fans say, 'Wow, that's was worth waiting for.' Because to the little kids, it doesn't matter, but it's those [older] fans who for me are really the most important; that we didn't just blow this."

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