Start from the beginning of the interview

Inner turmoil notwithstanding, StarToons eventually did build itself back up to the point where it could begin animating again.

Eventually (later in '97) we got a few more Animaniacs assignments. Ruegger was very charitable on our behalf. Generally, these were not episodes I would brag about. "Bully for Skippy" was terrible. "Magic Time" was worse. "Brain's Apprentice" (directed by Fleischer) was better - a lot of fun. "Dot the Macadamia Nut" was my pet project, and I laid it all out (not hard with white card BG's!) & animated as much of it as I could - in the end I think I did close to 60% of the animation for that. Dave Pryor did a few shots, Sternecky (freelancing) did a couple shots, (as yet not hired director) John Griffin also did a few, and I believe TJ House may have done a few. Pryor and I split duties on "It" which was done in a very flat, monochromatic style ... a very un-Warners cartoon, very experimental, but it involved animating backgrounds, so I told Ruegger we should try doing the Taz-Mania thing and use cel BG's and let it be a little art piece, and he went for it.

And then came Histeria. By that time, the studio in India had been overhauled and was more or less ready for production.

Well, I'm shocked that you thought these cartoons weren't good. I thought the ST animation was just as vibrant as ever, and I didn't really notice any difference in quality. And by contrast, I thought "The Brain's Apprentice" was the weakest of them, since there was no real joke to it--just a bunch of robots marching to Dukas' famous tune.

They just weren't our best stuff. Maybe I was too close to them. "Brain's Apprentice" was a slightly lame idea, maybe, but I thought the execution was OK (I would say the same thing about a lot of other cartoons).

Here's a question about songs with tunes: when you're animating something that has no dialogue and instead has rhythm set entirely to a musical score, like "The Brain's Apprentice" the score recorded beforehand? I know it's added a lot later in most cartoons, but if the score didn't exist yet when you animated this cartoon, how do you go about timing things right?

An animator needs something to 'hang his hat on' ... usually it's timed (slugged) dialogue, but in the case of music, the rhythm provides the cues. In the case of 'Brain's Apprentice' this script had been sitting around for a while, so they had already recorded the music for it. I can't remember if it was exactly the same as Dukas' original composition or not. I thought it was slightly modified.

Our technical director Ron Fleischer would normally track-read all the dialogue, i.e. break it down frame by frame into phonetics, but with music/dance animation, he would just mark an X on each accented frame. Most cartoon music is done at a 120 beat (120 beats per minute) so (for that) he would just mark off every 12th frame, and then it's up to the animator to accent that frame appropriately. We would try to cut in rhythm, and also make the big movements in rhythm.

In the case of 'Dot the Macadamia Nut' at first they recorded Tress MacNeille singing to a Macarena-like musical score, just different enough to avoid a lawsuit, and that's what I animated to. Then while we were animating, WB went out and purchased universal rights to 'The Macarena' so then it was just a matter of rerecording the actual Macarena music and Tress' voice, and the new lip sync matched because it was recorded to the same rhythm. Rhythm is a wonderful thing.

They used the actual Sorcerer's Apprentice piece for "Brain's Apprentice," yet they couldn't use it for some reason in a Tiny Toons parody years earlier. I thought most classical music was public domain...

Most classical music is, until Disney lawyers get a hold of it.

"It" featured one of those constantly moving animated backgrounds that look like they must be a total chore to create. I'd imagine a sequence like "It" takes three times as long as a normal sequence that length to make, because everything in the area is constantly changing perspective. Am I right?

Yes, it takes the medium back to the "Gertie the Dinosaur" pre-cel days. That's why I had to check with Ruegger to be sure it was OK for us to simplify/stylize the BG's for this. I've seen a few Animaniacs where they've tried to animate backgrounds, and then they have to hand-render each cel so it looks like it was brush-painted ... and they look stupid and bad, more like a Plimpton cartoon, like they belonged in a film festival. So I recommended flattening the style just for this cartoon - and I added a couple of establishing exterior shots (monochromatic blue moon over the suburban rooftops) to set the stage. Once you see the exterior shots in flat colors, you know where the art style is going and it works visually.

Were you as surprised as I was about "Bully for Skippy"? The beginning of the cartoon mentions the 3-hours-of-educational-TV act, and the rest of the cartoon does exactly the opposite of what the FCC wanted--Skippy tries every psycho-warfare trick in the counselor's book to ward off Duke the bully, but only violence works. I'm surprised there weren't complaints about that episode...maybe nobody was watching Animaniacs at that point.

We loved it. Animaniacs was all about bucking "political correctness" ... so no, we weren't surprised at all. We were cheering them on for it.

In fact I was at the dialogue recording for that one, and I added Slappy's line when she turns to the camera and says, "Your tax dollars hard at work." Sherri just went ahead and recorded it, and we used it. That was the cool thing with Ruegger: if you suggested some content that was funny, he didn't get all territorial about it. If it made him laugh, he figured it would make the audience laugh, so he would endorse it. He and I had a similar sense of humor for the most part.

Anybody who is offended by wacky cartoon violence should be under observation for mental instability. Same theme as "Bumbie's Mom" (I consider that piece as my cartoon thesis).

In the Kids WB Animaniacs marathon, "Dot the Macadamia Nut" was included, but apparently not as a viewer selection. It was introduced as "PRODUCER TOM RUEGGER'S FAVORITE!"

Ruegger regularly gushed about our work, and yes, he particularly liked "Macadamia" (the original simpler title). He never withheld compliments.

In the Animaniacs two-parter "Hurray for North Hollywood," a piece of StarToons animation shows up, but I don't think it was created for that episode. It's the "Only One Of You" song. Why do I think so? Because the way Yakko, Wakko and Dot are modeled was typical of's undeniably your work. The rest of the two-parter is foreign animation.
The Animaniacs CD was called "Yakko's World" and it had several original songs. For some reason, this one was animated a lot later. There's evidence out there that leads me to believe it was originally a separate cartoon, then pasted into the two-parter to fill time.

We actually did not animate it, but we storyboarded that episode - I believe it was Dave Pryor who did the work. The Asian studio who animated it (I have no idea which studio it was) probably enlarged our board panels for their character layouts; hence the similarity to our style.

So StarToons didn't animate this?

The left screen is yours--the right screen is the Korean stuff. Both are from the same episode.

Wow. Again I am embarrassed. Since that does look unmistakably like one of Pryor's drawings, I doublechecked my resume ... and sure enough, we did do "There's Only One of You." That one and "Punchline" I had completely forgotten about ... probably because I actually never did a single thing with it. I didn't board it, animate it, supervise it, nothing. Pryor took charge of that one.

Sorry for the bad info, and good catch.

Were there any other cartoons StarToons storyboared but didn't actually animate?

OK so now I'm checking my list. Here are the episodes we boarded & timed, but didn't animate:

"Soccer Coach Slappy"
"The Big Wrap Party Tonight"
(aka "The New Year's Party Tonight")
"One Flew Over the Cuckoo Clock"
"The Return of the Great Wakkorotti"
"Wakko's Two-Note Song"
"Gunga Dot"

"Wakko's Two-Note Song" was made in widescreen, and shown letterboxed. I've heard that after "I'm Mad" was shown before "Thumbelina," WB briefly made plans for an Animaniacs movie, then canned that and ordered a few more widescreen shorts to go before movies....then canned THAT idea and put the widescreen cartoons into various episodes. If that's not the reason, then I don't know why they were shown letterboxed.

You know more about that than I do. Once we handed off the board and models (etc) we put it out of mind. You only worry about things when they're paying you to worry about them.

Supposedly, the idea for the Animaniacs movie would have been Yakko, Wakko and Dot trying to get their own movie script produced. (Which of course was the plot for "Hurray for North Hollywood" years later by no coincidence).
.....Anyway, we're now coming to 1998 and the last show StarToons worked on, Histeria. There were twice as many Histeria episodes animated by StarToons as there were in Animaniacs season 5.....

The 'Histeria!' shows we did for them were:

'The Wild West'
'Around the World in a Daze'
'Writers of the Purple Prose'
'Dawn of Time'

My main guys by then were directors John Griffin and David Pryor, and we had Doug Rice doing layouts and Phil Gullett doing key BG's and Vince Proce supervising the Hyderabad operation. We had some other talented animators like Marco Plantilla and Steve Bowler and Mike Feeney and Kurt Kanellos who were producing wonderful stuff.

The main difference between this crew and my Animaniacs crew was that these guys tended to be a lot slower. Unfortunately I was becoming increasingly detached from the operation, and so Pryor and Griffin took it upon themselves to create an atmosphere of art & animation philosophy. Everybody would talk a lot, everybody would discuss techniques, it was all very much like being on some liberal arts college campus. The trouble was, not much actual footage got done. In the end, I've got nobody to blame but myself. If anybody had the power to change it, I did. The fact is, nobody was breaking our doors down for work, so the only difference it made was that the 'philosophers' didn't make as much money in production bonuses.

All of the layouts, key BG's, and animation for those shows was done in Chicago, and most of the assisting (clean-up and inbetweens) and all of the production BG's and the ink & paint was done in Hyderabad.

It was a good first test for the Indian artists. They passed it. The next big milestone would be when we could confidently give them some actual animation assignments.

In the mean time, Pryor, Griffin, and myself did some nice stuff on that series. It wasn't a particularly good series, and Histeria's head director at Warner Bros was Bob Doucette who had also been the head guy on 'Road Rovers'. Bob was a very talented layout artist but not much of an animation director.

Those shows, which took us into 1998, ended up being the last shows we did for Warner Bros. 'Histeria!' was cancelled after one season, and Tom Ruegger left them in 1999 or 2000, and Jean MacCurdy soon thereafter, and the only hot properties WB had then were 'Batman' and 'Justice League', both Bruce Timm projects, and we didn't have any kind of relationship with Bruce Timm. A lot of our artists were big admirers of his work, and interestingly, the exec producer on 'Justice League' was James Tucker who had been one of the talented young animators from StarToons who left for sunny California back in 1994. I figured he would understand that even though we had established our reputation doing wacky squashy-stretchy stuff, we could handle the superhero stuff too. Unfortunately he totally turned his back on us.

By that time, Sander Schwartz had taken over for MacCurdy, and he didn't know us from Adam. To try and score some 'Justice League' work, we did an animation sequence as a test, we storyboarded a sequence, and we were pretty satisfied with it. But in the end, the answer came back: "No." No explanations, no criticisms, just "no." James Tucker wouldn't even take my calls. Finally I called Bruce Timm and I said, "Dude, what did we do wrong?" He said, "Nothing, we just prefer to work with the Korean studio that's been doing all the other shows."

Later our general manager went out to make some sales contacts, and he saw Sander Schwartz. He asked him why we couldn't get any work from them. Schwartz said, "Come on, you know and I know your people didn't do that test work. You brought in a bunch of ringers from somewhere, and then if we gave you the contract, what would you do?" We were dumbfounded. He basically accused us of cheating on the test!

It was pretty apparent that StarToons had no place in the new WB regime.

But you tried to keep the studio afloat by getting assignments from elsewhere, right?

Well, we certainly tried. While we were finishing our Histeria projects, we did mailings, a web page, we made personal visits, we schmoozed, all to no avail. It was like being in a speeding car heading for a brick wall with no brakes. We could only keep trying things, but the whole time we knew the brick wall was coming. Effective marketing in Hollywood is a little more complex than the things you & I would normally think of. Big companies have marketing departments for a reason.

And frankly, nobody could prepare for the 'bleak future' that hit after the tech stock crashes of '99-00'. Pretty much all the small-to-mid-sized American & Canadian animation houses folded up at that time. All the big companies had lost huge amounts of money on smoke-and-mirrors money management, so there just wasn't any more money to be spent.

That's all pretty bad. But I don't see how any of it is really your fault. There are several people to blame for the downfall of StarToons, but it ain't you. You did nothing but provide the best talent in America--it was just destroyed by corruption and ignorance.

The big lesson for me is you gotta have a good marketing plan. Corruption and ignorance will always be there. You trust people, sometimes you get stung, you move on.

As for blame, I only think about blame on bad days, but in the end I really don't blame anybody but myself. I felt hurt (and yes, a little pissed off) that Sander Schwartz wouldn't give us a chance, but obviously StarToons hadn't done enough to counteract the decisions he had already made in his mind. We hadn't marketed ourselves properly. I felt frustrated that Uttam squandered time and opportunity just so he could make himself look like a big-shot. The interesting thing is he's been able to gain the financial backing of several wealthy Indian businessmen; just another example of good marketing!

Business is tough, and artists need to either learn better business practices or appreciate the difficult business decisions that managers make. Too often management ignores the artist because he presents himself as a screaming barbarian charging out of the forest, full of passion and purpose but without a civilized plan. Management makes plans happen. It's a symbiotic relationship; like a man and a woman, they need each other to produce anything.

I think StarToons had a good production plan and a good product and overall good management practices, but we just weren't prepared for the global business changes that started taking place at the turn of the century. I've been reading Peter Drucker's book, "Management Challenges for the 21st Century" and it's a pretty weird picture he paints. In the 20th Century America figured out how to make laborers productive, and it took them to the top of the food chain. Now we have to learn how to make knowledge workers productive. As the global economy loosens & expands, labor shifts to third world countries. In the case of animation, I think American animators still have a lot to offer, but they have to convince businessmen that they are willing to work together with them to overcome some of these incredible obstacles we all face. My prediction is that within 5 years the American 3D industry will be as devastated as the current 2D industry. The end of the 2D industry meltdown was just a warm-up for the film and game industry execs who
are always looking for ways to off-load artistic labor to low-wage, third-world countries to save a buck, because they haven't got any concept of quality. Unfortunately for American animators, neither does the American audiences (in general). You guys who love this stuff are in the minority.

Where are many of the people you worked with these days?

With only a few exceptions I have fond memories of most of them, and still see quite a few of them. In fact, most of my old staff works at WMS Games here in Chicago, which is just across the street from Midway Games where I now work. A few of them work here at Midway. Here are the names I can remember:

Dave Bodensteiner (animator): last heard, freelance animating. Traded emails with him a couple years ago.

Steve Bowler (animator): lead 3D animator at Midway Games in Chicago. See him daily.

Spike Brandt (animator/director): co-producing "Duck Dodgers" for WB in LA. Still correspond occasionally.

Todd Carter (animator): last heard, freelance animating and storyboarding. Haven't spoken to him in years.

Tony Cervone (animator/director): co-producing "Duck Dodgers" for WB in LA. Still correspond occasionally.

Lynette Corsi (inbetweener): working in the Post Office in Branson, Missouri. Might see her in January when my son gets married in Branson.

Tammy Daniel Biske (inbetweener/layout artist): last heard, working with Disney in Orlando. Haven't spoken to her in years.

Skip Dempsey (IT manager): now a high school teacher in Seattle. My wife hears from his wife occasionally.

Heather (McClenahan) Deyo (technical assistant): technical director at Disney TV in LA. She's my daughter, recently married.

Mike Feeney (animator): animation lead at WMS Games in Chicago. See him every once in a while.

Ron Fleischer (technical director): teaching at Columbia College in Chicago, entered his short film, "Lemmings" in the 2005 Chicago Film Festival.

Mike "Thor" Fritz (inbetweener): doing odd-jobs in Chicago.

John Griffin (animator/director): animation lead at WMS Games in Chicago. See him every once in a while.

Phil Gullett (BG/layout): artist at WMS Games in Chicago. See him every once in a while.

Terry Hamilton (general manager): now managing operations for a large church in the Chicago area. I talk with him from time to time.

Mary Hanley (animator): last heard, working for WB in LA. Haven't spoken to her in years.

TJ House (animator): last heard, I thought he was directing on "The Proud Family" (in LA) but I can't verify that. Before that I saw him at WB a few times back in 1999-2000.

Kurt Kanellos (animator): animation lead at WMS Games in Chicago. See him every once in a while.

Nate Kanfer (inbetweener/writer): Left StarToons in 1990, haven't heard from him since.

Uttam Kumar (BG artist): last heard, conning another Indian businessman, trying to start his fourth studio. I have not spoken to him since 1997.

Marty Lennon (production manager): Died in 1996 of a brain tumor. I spoke at her funeral.

Caroline Manalo (production manager): last heard, working on her own independent films in LA. Haven't spoken to her in years.

Dave McClenahan (general manager): Government HR manager for the state of Virginia. He's my brother.

Kurt Mitchell (BG artist): still in Chicago, recently working in the game industry and now working on a new comic book. I have beers with him fairly regularly.

Doug Ninneman (inbetweener): last heard, working as a freelance inbetweener in LA after spending some time with WB special projects. Haven't spoken to him in years.

Mike Owens (animator): last heard, helped Ron Fleischer complete his recent film "Lemmings" from his studio in Minnesota.

Adrian Puentes (technical assistant): last heard, doing freelance animation work. Haven't spoken to him in years.

Marco Plantilla (animator): animator at WMS Games in Chicago. See him every once in a while.

Vince Proce (layout/animator): lead concept artist at Midway Games in Chicago. See him daily.

David Pryor (animator/director): art director at WMS Games in Chicago. See him every once in a while.

Rob Renzetti (inbetweener): last heard, doing something at Cartoon Network. Haven't spoken to him in years.

Doug Rice (layout artist): last heard, hoping to get into the game industry. See him every once in a while.

Jim Richardson (inbetweener): last heard, worked for Will Vinton Productions. Haven't spoken to him in years.

Mark Seica (inbetweener): now working at WMS Games. See him every once in a while.

Jeff Siergey (animator/director): last heard, working w/ WB features department. He was studying 3D animation and may be working for a 3D house now. Haven't spoken to him in years.

Neal Sternecky (animator): last heard, doing freelance storyboards. Haven't spoken to him in years.

Kirk Tingblad (animator/director): last heard, directing for Cartoon Network/Johnny Bravo. Haven't spoken to him in years.

Rodney Tirey (inbetweener): last heard, was hanging around with Uttam Kumar in LA, before the Heart debacle. Haven't spoken to him in years.

Genndy Tartakovsky (inbetweener): creating new TV series for Cartoon Network. Haven't spoken to him in years.

James Tucker (animator): last heard, producer for WB "Justice League." Haven't spoken to him in years.

Rodney Whitham (production assistant): producer for Yoram Gross Animation in Sydney, Australia. Occasionally we correspond via email.

Perry Zombolas (animator): last heard, working in Orange County, CA at a games company. Every once in a while somebody tells me he said hi.

Jon McClenahan (animator/director/owner): cinematics manager at Midway Games in Chicago.

Tom Ruegger (WB exec producer): writing scripts and hawking them around Hollywood. Correspond via email fairly often.

So what have you done for Midway? I know that a lot of American game companies have recently gone under, but frankly those deserved their fates (Acclaim, Titus, 3D0). Midway is fairly competent.

I'll tell you this: if you ever decide to work for another game company, steer clear of EA--they may be the biggest in America, but I've heard some really bad stories about how they treat their employees. Plus, they want to rule the world.

Actually Midway got the highest average rating for their games released in 2004. They're just not selling as well as EA.

Re: EA, they're getting picked on for their treatment of employees mainly because they're the biggest company, not because they're the worst. The game industry is so young, nobody really knows what they're doing yet. So to make up for a lack of production organization & common sense, they make everybody work ridiculously long hours.

Which used to work a few years ago when the industry was mainly young unmarried geeks. Now, however, a lot of these guys are married, and their wives don't appreciate them sleeping at their desks.

Actually EA is probably making the most headway in improving employee work conditions. They certainly have the best organized production system. The media, of course, doesn't report that because it's not interesting to them any more. The media loves taking the workaholic-widow's account and stirring things up to the point where a lawyer smells a class-action suit ... but when it turns out EA is actually performing better than most other (smaller) game companies. If I have anything to do with it, Midway will get much better too - and we already are improving worker's conditions drastically.

So far (in the two years I've been here) I've worked on (released games) Mortal Kombat: Deception, Mortal Kombat: Shaolin Monks, and Blitz: The League, and (not yet released). I manage the guys who do the little non-interactive videos within the game.
Note: Jon told me the names of three unreleased games after the parentheses, but considering those have yet to be revealed, I edited them out for now....I don't want to get him fired. I'll just say that the next Mortal Kombat game will share its name with a certain overrated Bruce Willis movie.

What would you like to do in the future? If you were given the chance to head a new animation studio, or revive StarToons or whatnot, would you do it?

In my dreams I'd love to revive StarToons, but during the '90's I think I really discovered who I am - I'm a good director, I'm a good manager, I'm a good animator. But I'm just not a guy with enough political savvy or salesmanship to spearhead a successful studio.

Some day soon I might try doing something I've never done before: I might animate my own short film, like a little art piece. The trouble with art films is you can't support a family making them, and I've been supporting a family since I was 21.

I'd also like to learn 3D animation. I can stumble around a little in Maya, but I wouldn't call it a useful tool in my own hands just yet. I've done some ball-bounces and walk cycles, but with Maya you can't just do what you want to do. There are so many processes that go into, for instance, a character doing a wild take. It has to be properly modeled and properly rigged. There are so many menus and of course the young modern programmers have taken upon themselves to completely redefine the language animators use. And I just fear that, again, while going to school, I couldn't pay the bills.

Thanks for all the time, Jon--it's been terrific to get to know someone of whom I've been such a fan. Good luck with the future!

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