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I was never very good at getting my head around new technologies very quickly. I’m a slow learner about certain things. For example, every time I get a new cell phone, and since 1988 or so, I’ve had dozens of different models, it takes me several weeks to actually like my new device. Interestingly, to this day, I only upgraded to an iPhone 3 because my original iPhone got thrown in the washer with my jeans. I hadn’t planned on buying a new iPhone model until it hit double digits. iPhone 10…. Now you’re talking. And when I do buy that device, it too will take me a month or so before I like it.

When I first started at ILM, we were in the throws of working on WHO FRAMED ROGER RABBIT. I had come over to ILM from heading up a video post production company called One Pass Film and Video. I was never really sure why we called it “Film and Video”. We had a Rank Cintel telecine, which transferred film to video, but generally speaking we were all about video.

So, when I started at ILM, I was shocked to find out that there was no video, no computers to speak of (except for this strange device called a PIXAR cube) and that everything was being done in 35mm VistaVision film. Celluloid strips with sprocket holes, what a concept.

We sent all our exposed film to a local San Francisco lab called Monaco. And we sent LOTS of it… not length but quantity. Every take we did was about 5 seconds or so of film. On certain films with certain directors there were literally hundreds of iterations and at times, on a really big show, a hundred or more shots. Our runners would minimally make two trips a day from Marin to SF to shuttle these 150 frames per shot to the lab. And we would wait for some time to get them back so that our teams could view them.

There was also this nasty little problem called grain structure. Every time an element was made, and then needed to be composited using an optical printer, re-photographing the elements, the resulting composite now had to be sent to the lab and processed. That process resulted in  creating “film noise” or additional grain structure and if one processed enough elements and re- photographed them enough times, the image looked terrible. Which is why most of the elements were photographed using 35mm VistaVision.

VistaVision is similar to the film in a typical old school SLR where film travels through the gate horizontally, as opposed to vertically like traditional motion picture film.  The result is that the negative exposed in VistaVision is 8 perf not 4 perf, thereby having a much larger negative area and reducing the level of grain.

It’s sorta easy for me now as I’ve had about a quarter of a century to fully “grok” the process, but my first couple of weeks I was lost in the ozone. I couldn’t quite understand why we were not using “Quantel type devices” as we were when I was running One Pass. In video, the digital revolution had already started. In video we already had transputer based digital post production tools. Paintboxes where an artist could easily alter a frame of video. “Quantel Harry’s” where we could now alter multiple frames in a running clip. A fairly user friendly Graphical User Interface allowing true artists to manipulate images.

At ILM there had been some pretty remarkable technical advances in film technologies. The motion control camera, allowing for computer controlled stepper motors to drive repeatable camera moves. The multi head optical printer allowing for multi element exposures in optical compositing. The multi plane matte camera. The motion controlled down shooter animation stand. Advances in blue screen photography. And in the mid 1980’s the PIXAR transputer, the breadbox film scanner, Renderman software and then…. it just stopped.

By the time I got to ILM there had been a freeze on capital spending. Pixar was sold to Steve Jobs. Technology advances were effectively prohibited by LucasFilm. There were very few personal computers. Some had client terminals attached to servers. All in all, ILM was frozen in time back in 1980, yet this was now 1989 and something had to be done.

I did what I always did. I paid no attention to the powers that be. The Ranch forbade ILM from buying any new equipment. Yet I rallied the top creative and technical personnel at ILM and I started approving a substantial capital equipment budget. We built new VistaVision cameras, we started purchasing personal computers by the score and we negotiated an agreement with Pixar that gave us a perpetual site license for Renderman and access to a film to digital data scanner.

With my video post experience, I had a relationship with Quantel, the Newberry UK transputer based digital video technology company. Additionally, being ILM, we also had a relationship with Kodak as well as access to Celco film recorders, a digital to film recording device.

I saw an opportunity that was analogous to what was starting to happen in personal computing as well as video post production. An input device ( the keyboard in a pc world, a telecine in a video post world, a fax machine in telephony), a well designed Graphical User Interface ( the Mac OS in the pc world, A Harry/Paintbox in the video post world) and finally an output device ( a printer in the PC world, videotape in the video post world). It seemed a possibility to me ( and several others… John Knoll and Dennis Muren to name but two,  who fully got it) that a similar system could be designed for film post production and visual effects.

I proceeded to initiate conversations between Quantel ( the GUI player) and Kodak ( which had developed a reasonably stable, tri linear array CCD film scanning device). I asked Quantel to host a meeting at their headquarters in England where the various technologies could be discussed in the hopes of a collaboration that would allow for a complete and integrated solution for the digital manipulation of high resolution moving images.

Everyone agreed that we should gather in Newberry England. Unfortunately each corporate participant had a very different take on the concept of collaboration. I had hoped that Kodak would provide the input device, Quantel the GUI, Celco the output device and SGI the graphics engine. As ILM’s GM, and the initiator of this get together, I tried for several hours to get each company to understand that we were all on the brink of a technological revolution.  I had traveled across multiple time zones, flew in airliners and helicopters to help these people see how exciting this could be…

But, with typical corporate sensibilties, Kodak and Quantel both decided to offer their own proprietary turn key solutions. Kodak formed Cineon (a computer system, augmented by film scanning and recording hardware, designed by Kodak, for digital intermediate film production. It included a scanner, tape drives, workstations with digital compositing software, and a film recorder. The system was first released in 1993 and was abandoned by 1997) and Quantel decided to do the same ( Domino ) which met with the same fate.

Luckily, with the help of the likes of George Joblove, Doug Kay, Scott Squires, Nancy St. John, Dennis Muren, John Knoll and Ed Jones, we were able to cobble together what was needed to put a technology strategy in place.  We entered into strategic agreements with Kodak for their CCD scanner, Alias for their sofware and SGI for their early UNIX based graphics platforms. Additionally we had our agreements with Pixar for their Renderman rendering application, and John Knoll and his brother Tom had been developing this new application for color space and digital image manipulation.

John Knoll called me one day and asked whether he and his brother could incorporate some of the know how that had been developed over the years at ILM in their new software application for photography. Though I was the GM at ILM, I needed “Ranch” approval regarding any issues dealing with legal matters, in this case, ILM intellectual property that John wanted to use.

I tried contacting George’s office directly because I assumed that Doug Norby, Lucasfilm’s president would be, as usual, difficult to deal with. I placed several calls to GWL through his assistant Jane Bay.  George never called back. Finally, Jane Bay called and told me that GWL felt fine about allowing John Knoll to use ILM’s IP, since, as Jane said… “it probably wont amount to much anyway”.

Not much at all…..it was called Photoshop.

There is that age old adage in the film business, “How do you know when an agent is lying? When his lips are moving”.

Just a year after Digital Domain was founded, I started to get some interesting inquiries about the company and my future. DD had entered the film industry with a bang. In our first year we were nominated for an Oscar for best visual effects (TRUE LIES); a Cannes Gold Lion Award (Jeep); an MTV Music Video of the Year Award (The Rolling Stones, LOVE IS STRONG); several Clios and we were considered by many to be the baddest VFX company around.

I had set out to make sure that we were the antithesis of corporate Sony Pictures Imageworks (SPI) and much looser and cooler than Industrial Light and Magic (ILM). We had kick ass parties, brandished tattoos and flew a pirate flag over our headquarters in Venice CA. That bad ass image and the fact that we were doing some really breakthrough and incredible work, helped build a culture of comraderie and panache. To this day, eighteen years later, there are weekly Friday evening dinner parties thrown at a local Venice restaurant where dozens of ex DD employees show up to hang out with their pals from over a decade ago.

Digital Domain is still considered to be one of the big five VFX companies in the world, but back in the day it was the Led Zep to ILM’s Beatles. We were a rag tag bunch of Pirates that just happened to win Academy Awards.

The company was sold back in 2006 and I’ve heard that things are different there now. New management from ILM has taken over and changed the culture significantly but I still get a thrill when I drive by the Venice HQ and recall one of DD’s employees saying that I built the only Rock n Roll VFX company in the world.

I had tee shirts printed in 1994 that had the DD logo and the phrase “Start Up” on the front, but on the back it said “Upstart”. And that’s what we were…

In 1995, I received a phone call from the then CAA’s Sandy Climan to inquire whether I might be interested in having an informal lunch with he and his boss, super agent and founder of Creative Artists Agency, Michael Ovitz. At the time, Mr Ovitz was arguably the most powerful person in the entertainment business. CAA is often cited as the world’s leading talent agency and its clients include George Clooney, Meryl Streep, Brad Pitt, Lebron James, Sandra Bullock, Oprah Winfrey, Julia Roberts, Steven Spielberg, Will Smith, and Reese Witherspoon.

Climan said that Ovitz was involved in a really big deal that he wanted to talk to me about. I couldn’t imagine that Ovitz knew who I was, let alone wanting to have a meeting with me. I ran a VFX company, yes we were cool, but by geek standards only, not A list Hollywood movie star standards. Climan went on, explaining that Ovitz would like to meet with the principals of DD but mostly he was interested in spending some time with me.

My head slowly started to expand.

The date was set. Cameron could make it but Winston could not. I called Climan back, left a message and explained the situation. Climan returned my call and left a message, “Cameron and you would be fine”. I called Sandy and confirmed, leaving yet another message.

Jim picked me up at DD in his Calloway, a twin turbo sledgehammer of a Corvette. In a very short period of time, we pulled up in front of CAA’s I.M. Pei designed headquarters in Beverly Hills. The valet grabbed the keys and smiled that knowing look. The one that said, “I’m taking your $250,000 American car for a joy ride”.

This, clearly, was a different scene then Venice. Men wore suits ( albeit $5000 ones with strange designs from Italy and Japan), women wore fashion and it all seemed like it was a photo shoot for Vanity Fair. I was a Venice duck out of water. I smoothed my tee shirt and entered the marble and glass palace of the king of deals.

We were immediately met by two stunningly beautiful women, suited up in the hippest fashion. We followed them into an elevator, that seemed to be only for us, and went upstairs to meet with Michael Ovitz.

The elevator doors slowly opened, revealing Sandy Climan’s smiling face and outstretched hand. In an instant the women had disappeared only to return seconds later with beverages and the ubiquitous LA greeting ” Would you like something to drink ?” I personally believe we could put a major dent in water shortages around the world if people in the entertainment business did not accept the mandatory bottled water upon the start of every meeting.

Sandy explained that Michael was running a bit late, “but please, help yourself to the Sushi” that had been prepared for us. Sandy did not give us any more info than he did on the phone several days earlier. It was as if he wanted Ovitz to deliver the news. After about fifteen minutes, Ovitz entered the room and headed directly to me. He gushed for several minutes about how he had been following my career since LucasFilm and that it was such a pleasure to meet me. At this point I was starting to blush, I glanced over at Cameron who is standing alone without any of the adulation he usually receives.

Finally, we sit down and the “meeting” begins. Ovitz says that he can’t really tell us the whole story as we are not under NDA ( Non Disclosure Agreements) but that he has been asked by the Baby Bells ( the regional bell operating companies after the ATT divestiture) to help put together a new digital distribution entity. Sort of the new version of a major motion picture studio. And, he has chosen the guy to run it… me.

“Ok, okay, ok…. get a hold of yourself, Scott”, I say to myself, “you’re some Jewish, Bayside, blue collar, ex messenger boy, drug runner, wanna be soul singer and the most powerful man in show biz just offered you a job to start and head up the new iteration of Warner Brothers”. I sat up like there was a rod up my ass and the rod was pumping pure ecstacy throughout my body.
Everything in the room took on a purple glow, I turned to Cameron with a shit eating grin on my face and said “Jim, let’s go”.

As we started to leave, Ovitz stopped us and said, “There are a few things we have to take care of first. We’ll need the signed NDA’s and one more thing… Jim, you can’t have Jeff Berg as your agent.” Jeff Berg was the head of ICM, International Creative Management, Cameron’s long time agent. Ovitz went on “… Berg is a fake, he takes everything I do and copies it, I just can’t be in business with someone that has Jeff Berg as an agent”.

We got into the Callaway, Jim flipped the valet safe switch ( the one that only allows partial turbo power, making sure that the Valet couldn’t red line it), put the keys in the ignition and said ” Funny, but I fired Jeff yesterday, it will be all over the trades tomorrow”. The engine fired and my head slammed back against the seat and we were off.

At about the same time, I received a call from Jeffrey Katzenberg’s office. Mr. Katzenberg wanted to have a meeting with me. Katzenberg’s assistant wanted to schedule a 7 o’clock meeting during the week. I asked my assistant if we might be able to move it up by say an hour or so because I wanted to get home by a reasonable hour. Both assistants worked their magic and compromised a bit. The time had been agreed upon, 6:30. Looked like I might be home by 8 PM or so, a typical night.

A few weeks passed and the Katzenberg meeting was on for the next day. At close of business that day, my assistant handed me my end of day “to do’s list” and reminded me of the meeting set with Jeffrey Katzenberg for tomorrow.

Got it.

She said ” you should probably leave your house at about 5 AM just to be sure”.

“WHAT?… 5 AM? What?”, I stammered.

“Yes, Jeffrey gets in very early and wants to meet with you first thing”, she said.

I drove to the old Amblin offices on the Universal lot. Nothing much had seemingly changed at the Amblin compound since the announcement of this new studio, Dreamworks SKG. Katzenberg had relocated from Disney and David Geffen seemed not to be there. I arrived not so bright and stupidly early. There was once again, the perfunctory, “Can I get you something to drink?” from someone. I was met by Jeffrey and escorted down the hall. We met several people on the way to the outdoor breakfast area… Mo Ostin, the legendary WB record exec was there to greet me as well.

Breakfast with Jeffrey was interesting. He spoke about the hollowness of legacy, his recent run in with a male lion and eventually we got around to why he asked me to come by. He offered me a job to run DreamWorks Interactive. Duly flattered, I turned him down. I had an employment contract and had started DD just a few years before. I was looking to build DD into a great company, a content producer and a media powerhouse.

He asked me what it was I wanted to do with my life. I told him that after my mother had passed, I realized that her “essence” lived on inside of me but that after a generation or so, her life impact would be lost. I didn’t want that to happen to my life. I told him that I needn’t be famous, that people don’t need to know my name… but, that my time here on this planet needed to make a difference for generations to come. That my life indeed contributed to our collective consciousness.

Katzenberg stopped and looked deeply into my soul… I felt him. He said, … legacy is an awful burden, look at Disney.” He went on, ” Last night, I saw an amazing film that summed it up rather well, it was when Captain Picard and Captain Kirk talked about whether they made a difference”. “You see, it’s the journey, not the destination”.

kirk picard

Heavy.

I was hoping for Camus or Sartre but i got STAR TREK : GENERATIONS.
I passed on the gig but recommended EA’s Glenn Entis, who got the job.

When, Ovitz had heard the news that Cameron had fired ICM and Berg, my phone rang. Several messages back and forth and finally a second meeting was had. In my mind I had already spent my “signing bonus”, had picked out a name for my Gulfstream and saw myself as the new CEO of this new Baby Bell venture. I was rockin’!

This Ovitz meeting was more of the same. My ego was stroked so hard, it began to chaff. Michael told us a bit more. Michael suggested that maybe we fold DD into the new venture, and that our facility could act as the content creation engine for this new digital distribution channel. Michael ended the meeting.

Then Ovitz turned to Cameron and said ” I’m glad to see you got rid of Berg”.

Jim said ” yeah, I don’t really need an agent”.

Ovitz frowned and said, “Jim… everyone needs an agent”.

Jim said, “I don’t”.

Ovitz got red in the face. “Yes you do Jim”.

Cameron started towards the door. ” No, Mike, I don’t”.

“Spielberg needs an agent, Lucas needs an agent… everyone needs an agent Jim”, Ovitz was agitated.

“Not”, said Cameron.

We walked out of his office, took the elevator to the lobby and walked out the front door.

I never heard from, nor saw Michael Ovitz again.

While in college, I had been working as an engineer for a sound reinforcement company named Megaphone, located at 39 Crosby Street in the now very toney section of Manhattan called SoHo. At the time, it should have been called NoGo. There were more junkies on the streets than cars.

I wasn’t a Manhattan native, even though I would always introduce myself as a New Yorker. I was from Queens, and though not quite as bad as Jersey, I was always ashamed that my “Bayside” might be showing.

Manhattan was a mysterious place to me. Having been born in the South Bronx and raised in Queens by two blue collar parents who could barely “rub two nickels together”, I was always fascinated by the pace and the diversity of Manhattan. Every time I needed a job, and I always needed one, I would hope that I could work in “the City”.

My first was for a bike messenger service located on 44th Street between 5th and 6th Avenues. I was immediately attracted to them because they were called Quicksilver Messenger Service, named after the great acid rock band from San Francisco.

I would pick up a package from somewhere and then deliver it to someone… on bike. Pretty simple. During the summer of ’68, I noticed a trend, I was delivering a lot of packages between pharmacies and Ad Agencies. I couldn’t help myself, but I started to investigate these drug store runs and peak into the little white bags that had to be delivered to specific people at specific times to specific places.

All the packages contained the same item, a pill jar filled with about 50 “Black Beauties”, methamphetamine sulfate, speed. Well, I thought I had died and gone to heaven. No one would miss one pill from each of these deliveries. The summer of ’68 flew by rather quickly.

In late August of that year, I rode my bike up to the brand new GM building on 59th and 5th to make a final delivery of the summer. I was pretty thin at this point, maybe about 120 pounds, a large portion of which was my hair, but still amped up on my daily regimen of Vitamin S. It was hot, humid and stinky in NY. I grabbed my little white bag, locked up my Schwinn and stepped into the freezing airconditioning of the lobby. My tinted John Lennon granny glasses steamed up as I half floated and stumbled my way to the bank of elevators. I got on. Pushed 36.

summer in the city

On the elevator I could sense that there was someone else standing next to me. In a few seconds my glasses cleared and there was George Harrison. A Beatle. I said nothing. I got off at 36, delivered my package and picked up another one to be sent to yet another Ad Agency on Madison. I was still shaking. Maybe it was the speed, but I think it was George. This new package looked a little different. It was in a brown paper bag and the contents were wrapped in aluminum foil. I had to open it. I knew it was weed. But, it wasn’t… it was a bunch of dried stringy plant like things that looked like mushrooms.

I had heard about this! Magic Mushrooms. I ate a few. I puked a bit.

I saw God.

As I jumped back on my bike, the streets began to undulate, the hot dog vendors looked like clowns and the strains of Steve Miller’s song rang through my head… ” doo doo de doo doo doo, living in the USA… someone gimme a cheese burger”.

Livin in the USA

During my senior year in high school, my friend, Stanley Bassell and I used to get around to most of the great music venues of the time. We practically lived at the Fillmore East. Over time, we got to meet lots of folks that were, “connected”. Stan went on to NY State College at New Paltz, where he minored in rolling joints and majored in co-eds. I believe he belonged to the fraternity Lambda Sigma Delta 25. I would often head upstate from Long Island, where I went to Hofstra University, to hang with Stan and partake in some extracurricular activities. Oftentimes we wound up playing music… Stan was a drummer and I was, well, Mick Jaggerstein. Sometimes there were long jams with some really great musicians. Two guys that really knew how to play the blues, were these two albino brothers from Beaumont Texas. They had just signed a record deal with Columbia after being showcased at Steve Paul’s Scene in NYC. They had taken a place up in Stattsburg NY and asked Stan and I to tour with them as their sound guys.

As exciting as that sounded, there was this little pesky issue called the Draft. I had a “2S” student deferment, and had I not gone to college, would have been shipped off to Saigon ( or just as bad, Toronto). So, while I couldn’t tour with them, Stan and I did get away from time to time, weekends and vacations, to tour with Johnny and Edgar Winter.

Christmas of 1969 took us on an incredible journey. We were booked to play the Miami International Pop Festival with acts like Mother Lode, Sweetwater, Canned Heat, The Grateful Dead, Janis Joplin, the Paul Butterfield Blues Band, Vanilla Fudge and the Amboy Dukes. The promoters four walled a motel, the Miami Airport Inn, and everyone that played, stayed there for four days. I recall one jam in Bob “the Bear” Hites’ room. The Bear was the lead singer in Canned Heat and they were doing a version of “Goin Up To The Country” with Johnny Winter and Jerry Garcia on guitars, Phil Lesh on bass, Janis singing and Butterfield playing harp.

Canned Heat

Later that day, I was holding the elevator for the Winter Brothers, when a very diminutive fellow and a Giant entered the Otis. The little dude was ornery, demanding I let the lift go up. I explained that my musicians had some trouble seeing, as they were albino. The little guy took a swipe at me, and me being from NYC, punched back. A scuffle ensued until the Giant easily separated us. Later I was to find out that the tough was non other than Augustus Owsley Stanley, the Dead’s chemist and brilliant and eclectic crafts-person who eventually became best-known under the name of ‘Owsley’- the paradigmatic LSD “cook”, a magician-like figure.

And the Giant…. Ken Kesey, best known for his novel One Flew Over the Cuckoo’s Nest (1962), and as a counter-cultural figure who considered himself a link between the Beat Generation of the 1950s and the hippies of the 1960s.

Later that day, I found myself hanging out in the lounge and got into a conversation with a strange dude, a guitar player and leader of the band The Amboy Dukes, Ted Nugent. Ted tried to convince me to leave school and come on the road with him and the Dukes. The “Motor City Madman” truly was, and I was having none of it.

Now, firmly ensconced in academia, “2S” deferment in hand, living on campus in Hempstead Long Island and having started the Hofstra Concert Committee, I was ready to venture back into the mystery and adventures that could only lie in the cavernous streets of “the city”. In other words, I needed a job. Given my “resume” ( bike messenger, drug runner, sound mixer, bad lead singer), I found gainful employ at Megaphone Company, a sound reinforcement firm that toured with rock bands. I started as a “roadie” but quickly moved up the ranks to monitor mixer and then to mixer. I worked for bands like Tony Williams Lifetime ( w John McLaughlin and Jack Bruce), Spirit, Dreams, Black Sabbath, Delaney and Bonnie and Friends, The Allman Brothers Band, The Grateful Dead, Poco.

But there was one tour that confounded me. I considered myself musically adept and well versed. But when this band went on stage, I had no idea what they were going to play. Oftentimes the show would consist of one tune, an hour of, what sounded to me, like cacophony. We traveled in a Greyhound like bus throughout the Northeast and as far south as Washington DC. The bus carried six musicians, lots of gear and two sound mixers. We played small clubs as well as Auditoriums.

One such date was in DC at the DAR Constitution Hall ( the DAR stands for the Daughters of the American Revolution, a lineage-based membership organization for women who are descended from a person involved in United States’ independence). The DAR was considered by many to be the kinder, gentler, female version of the KKK. There was the famous incident where the DAR refused to allow the famous African American contralto, Marion Anderson to perform. Needless to say, in 1971, the situation was rather tense.

We pulled into our hotel. Out of the bus stepped Gary Bartz (alto), Jack DeJohnette (drums), Michael Henderson (bass), Airto Moreira (percussion), Keith Jarret (piano), Whitey Davis (sound), me and the Prince of Darkness, Miles Davis (trumpet/wah wah). Miles was dressed in leather pants, leather jacket and a pair of purple bug eyed sunglasses. On his feet, he wore a pair of yellow leather platform boots with lucite heels.

He and Whitey strolled up to the hotel desk and in Miles low, throaty, raspy cackle ( he had supposedly argued with someone after having a polyps removed and his voice was never quite the same) said. ” The shitty room is for Whitey Davis and the Presidential Suite is for Blacky Davis”.

I had the pleasure of being the guardian of Miles’ two trumpets, one green lacquer and one orange. That eve, just before we were set to play, several DAR board members wanted to meet “this Miles Davis”. I wondered, given the DAR’s reputation, if they knew anything about Miles. I followed Miles to a room in Constitution Hall and there were these three blue haired WASPy septuagenarians with faces that looked like Mt. Rushmore. And there was Miles in all his peacock glory, sleek, beautiful and black. The meeting was brief. One woman made a remark that pissed Miles off. We left.

During the show that night, Miles kept calling me on to the stage to “talk” to me. It was hard enough to hear a normal voice over the din of the band, but with Miles rasp, almost impossible. Finally, I got what he was saying, “My Wah Wah is busted”. I finally replaced the pedal and assumed all was cool. I settled into my, “What the hell are they playing” mode. But within a few minutes, Miles was signaling me once again.

I snuck out onto the stage, and Miles grabbed my head and put his lips to my ear and said ” I’m hungry”.

“What ?”, I screamed back.

“I’m hungry”, he croaked.

This went on for a bit. Finally, I figured out what he was saying.

“What do you want ?”, I yelled.

” Spaghetti….. no meat”, Davis rasped.

And then, he grabbed my head again. Yet this time, I could hear him perfectly as he softly whispered into my ear…. ” but mushrooms is cool”.

I had to agree.

Call it Forrest Gump or Chauncey Gardner disease, but there has been something strange in my life where I just happen to be in the right place at the right time.

One such time happened back in April 1968. I was a junior at Francis Lewis High School in Queens, New York.

It was a strange time, the assassinations of Bobby Kennedy, Dr. Martin Luther King and the NYC teachers strike. Yet, there was hope and love and comraderie amongst those of us that flashed peace signs to total strangers, because we knew that they too were against an unjust war.

And there was music…. everywhere. The Stones, The Beatles, The Airplane, The Dead, Cream, Motown, Stax Volt, Marvin Gaye, Aretha, Dylan.

And Jimi Hendrix. There was nothing else like him, and to me, no one has even come close since. The most gifted musician on the planet with a message of peace and ascension. Beautiful, Black, hip, soulful with a sound I had never heard. He was an Avatar of God.

I had always played in bands as a kid. I was a NYC Mick Jagger wanna be;
the white kid who just knew he could sing the blues. And did I ever try. From bands named the “Ups and Downs” (slight drug reference), to “Farley Bluff” (nonsense John Lennon talk), I played at hundreds of parochial school dances ( where I routinely got my ass kicked because I was Jewish), Bar Mitzvahs (where I routinely had a sip of J&B and made out with one of the girls) and an occasional school yard hop (which routinely turned into a drunken brawl).

I continued my musician ways for many years, but at one point thought that VFX would be less stressful. Hah!

I bet High School today isn’t very different from High School back then. Kids were classified into types. There were the Stoners/Hippies, the Hitters (the kids with Elvis Presley hair, that used to pummel the Hippies). There were the Musicians, the Collegiates ( the kids who drank beer, wore penny loafers and Madras shirts), the Jocks ( the Football team). And then there were the Intellectual /Politicos. Ok, maybe we were different than todays kids.

I was classified as a Musician/Politico. Most of my friends were the same which is why I guess they call it, “clicks”. Musician/Politicos were interesting, especially back in the late 60’s as we were generally color blind. If you were a player and knew your way around a I,IV,V progression, we didn’t care if you were orange. In fact, I believe there was this one kid who was…. but he played alto like Cannonball Adderly, so we didn’t really care.

I had a friend named Larry. He was a fine bass player, African American from St. Albans. St. Albans was where the upper class Black community lived in Queens back then. His neighbors were Thelonius Monk and Louis Armstrong. I hung out quite a bit with Larry but one thing always used to piss me off about him. He always bragged about celebrities that he “knew”. Maybe he has since become a talent agent for CAA ? For several months, Larry had been saying that he was really tight with Jimi Hendrix. Hah!

On a cold early April morning, I got off the Q17a bus in front of the diner on Francis Lewis Blvd and Utopia Pkwy and started my three block sojourn to my first class, Physics. Dressed in my usual Levis, Python boots, fringed cowboy jacket, peacock feather earring and hair looking like Roger Daltrey, I ran into Larry.

“Hey man, wanna go see Hendrix record in the city today”, he said.

Larry had been pulling my chain for months about Jimi and I had just about enough of his bravado. I also had a Physics test that morning.

“Sure”, I said, “let’s go”.

We hopped on to the Q17a and rode it to the subway station on 169th street in Jamaica. We caught the F train to 42nd Street and got off. All this time I’m thinking…. “Damn, I got this little lyin’ mutha”.

At about 10 AM, we approached a non-descript building at 321 West 44th Street. Larry rang the intercom, a female voice rang out…. “Yes?” . Larry said, “Hey, it’s Larry for Jimi”. The buzzer let us in. OH MY GOD! We walked past a very lovely women that waved us into Studio A and there, was Noel Reddings rig, Mitch Mitchells drum kit and… Jimi’s Strat and his Marshall amps… Damn.

I was 16, and the biggest Hendrix fan ever, and here I was at 10AM on a Tuesday morning sitting in the same room with the instruments that recorded FOXY LADY.

By the time the clock struck 2PM, I was sorta over it. I had waited four hours to meet Hendrix and all I got, was to sit and stare at a bunch of gear. I needed to get home as my Dad would be returning from his job. He was an air brake maintenance dude for the NYC Subway System, union all the way. My Mom, another civil servant for the Tri State Transportation Commission, would be home by 6. She took the subway as she didn’t know how to drive nor could we afford more than one Rambler American junker.

I started to leave and said my goodbyes to Larry going through all the jive handshake motions that one did with a “brotha” back in ’68. Suddenly the door flew back and in walked Gary Kellgren, Mitch Mitchell, Eddie Kramer and Jimi.

Guess I wasn’t leaving.

Introductions were made and to this day, 43 years later, I remember the feel of Jimi’s gargantuan hand as we first shook. Needless to say, I was beside myself. Jimi was shy, quiet, introspective and almost beatific. I guess I expected the guy with the flaming guitar, writhing around on the stage at Monterrey like some uncaged Panther. But out of the hot white light of the Supertrooper spotlights, Hendrix was the pure white light of tranquility and joy.

I lost track of all time and space. Jimi asked what I was listening to and at the time it was a lot of blues. Muddy, Howlin Wolf, Paul Butterfield, Robert Johnson. He asked Eddie Kramer, the recording engineer to put up a track called “Red House” for me.

Red House

It was and still is the greatest recorded blues solo I’ve ever experienced. After watching Jimi lay down bass lines on “Gypsy Eyes”, because Noel Redding had not shown up till later, he asked me if I wanted to play on a track. Yikes!

We took a small break and chatted about some porn film that was playing on 42nd Street, a send up of that years hit “Chitty Chitty Bang Bang” called “Titty Titty Gang Bang”…. Jimi was wondering if we should go see it after the session.

When we returned to the studio, two Neumann mics were set up on stands, headphones hanging over the boom arms. Jimi handed me a cowbell, and I thought to myself, I can play this thing. Hendrix said ” Ok, I’m gonna count this down, then I’m gonna take these headphones and create feedback and when I nod at you, start hittin’ this cowbell”.

The tape rolled for a rehearsal and that was the first time I heard the track, “Stone Free” .

Stone Free

We started again, Jimi got his feedback and I smacked that cowbell. The rest became a blur. When the track was finally over, Kellgren punched a talkback and said, “Dinner!”

Dinner? What time was it? Oh no, it was 8PM. My Mom and Dad had been home for quite awhile, they must be freaking out. They probably called the cops. My Mom had Emphysema for years ( she would die only four years later from lung cancer) and I later found out, that she was so upset, she had an attack.

This time there were no high fives, I said my adieus and hi-tailed it to the F train. I jumped on the train and made it to the bus “in record flat”. It was now about 9PM and there was only one other person on the Q17a, a long haired hippy type, who, when he saw me, flashed me the peace sign. I smiled and flashed back, acknowledging our “cultural connection”. He came over and sat down next to me and said ” Hey man, what’s happenin’ ?” I proceeded to tell him my story about Jimi and “Stone Free”.

He looked at me, glassey eyed, obviously stoned and said ” Bullshit…. asshole”, and got off at 188th Street.

When I finally arrived home, there was hell to pay. I was grounded for three months and frankly I deserved it…. And, I’d do it again, gladly!

Years later, in 2009, I had been developing a script with some writers called “Voodoo Child”, a biopic of Hendrix. I had seen that Eddie Kramer, the great producer and recording engineer was showing some of his Hendrix photos at a gallery in LA. I sent my assistant to talk to him and invite him to my house so that we could chat about the script. Interestingly enough, Eddie came by and we talked for a few hours. He was now 67, charming, erudite and a strange combination of a New Yorker and a Brit. Just as he was leaving, I asked him about that session in April of ’68. I wanted to know if that was indeed my cowbell on the released track of “Stone Free”. Eddie, shook my hand firmly and said, “Scott there were a lot of tracks cut for that record and frankly I don’t recall”. I stopped him just as he got in his car and said, “But you do remember a 16 year old kid with Roger Daltrey hair at the Record Plant that day, don’t you?”

And he said, “Frankly, I don’t”.

The Whale

Juggling the IBM board members as well as the Operating Committee at DD was no easy task. The original IBM board members were Lee Dayton (Vice President, Corporate Development and Real Estate of IBM), Kathleen Earley (Director of IBM’s Multimedia Alliances/High Performance Computing division) and Jim Cannavino (Chief Executive Officer of IBM). The original DD board members and its Operating Committee was comprised of James Cameron, Stan Winston and yours truly .

At DD’s founding I was the CEO and President, but Jim, in deference to his stature in the entertainment industry, was named Chairman of the Board. The Company was structured in an interesting way. The Founders (Jim, Stan and Scott … with some serious input by Ms. Sanchini) were concerned that the new company should be managed and operated by people that understood the entertainment business. IBM, which was the sole financial investor felt that DD should have some serious oversight, at least financially, by IBM. To those ends, I hired Chris McKibbin, a 20 something IBM wunderkind that previously wore suits and blue ties but once he moved to DD in LA, dressed in jeans and tees and quickly adapted to the “lifestyle”.

The Operating Committee idea was unique to me. It had most of the powers of the board, answered to the board, would come to a decision by a 2 vote majority ( the 3rd dissenting voter was overruled and the resulting decision became unanimous if needed to go to the actual board for approval). This committee was to meet often, maybe 2 times a month. While the day to day executive oversight was left to me, I had to answer to this committee on serious issues.

Interestingly enough, given the schedules and responsibilities of the other two Operating Committee members, we rarely met. And when we did meet, a significant portion of the “meetings” were spent talking about the latest in Hollywood… what good films were playing and why etc., and IMHO, we rarely ever got to the business at hand. Oftentimes these meetings would be rescheduled, rearranged and then finally cancelled. Needless to say, it became frustrating. Additionally, when we did have meetings and issues were addressed, it only took 2 votes to pass.

Jim and Stan go way back, they were dear close friends (at least it seemed so to me, but this was Hollywood after all), and Stan really got his big break on TERMINATOR and owed Jim a lot.

Oftentimes I was the dissenting vote. Yet when we got back to the board, I delivered the message that the Operating Committee wanted delivered. As I reported to the Operating Committee, the Operating Committee had the power to determine the executive structure of the Company. For example, at about the same time TITANIC was supposed to be in its final stages of delivery (TITANIC was to be a Summer release, July 2 1997, and was not going to meet its date as the VFX could not be completed on time because JC was not finished shooting plates), the Operating Committee decided that I should no longer be the CEO of the company but rather, as Jim put it ” I will be the “C”, Stan will be the “E” and you (Scott) will be the “O”. And then he went on ” and we need to hire a new President that will run the company on a day to day basis… that person will report to the Operating Committee”.

The vote was, of course, 2 to 1 to hire a new President. I then went on an international search, by the behest of JIM/stan . I interviewed about a half dozen candidates. But more on that later.

The IBM board members had gone through several changes as IBM tried to figure out just what benefit Digital Domain was to “Big Blue”. Additionally, I don’t think IBM had much experience with entertainment industry folk. For example, after a rather large press conference announcing the joint venture, an initial board meeting was set. Everyone had great expectations.

The date of our initial board meeting arrived. At this point DD already was ensconsed in the Chiat/Day headquarters in Venice CA. Jay Chiat, the Chairman of the famed Chiat/Day advertising agency ( Apple Mac Big Brother 1984 as well as hundreds of award winning creative awards for TV Commercials) and I struck a deal. C/D would move out of their 120,000 sq ft facility over a period of several months and as DD grew, we would take the new space. Needless to say, one of the most creative and successful Ad Agencies had some pretty spectacular interior design elements, albeit in the cavernous interior of an old Levolor Blind factory.

The famous architect Frank Gehry, had been a friend of Chiat’s and Gehry was called upon to design C/D’s new building (now occupied by Google) just across the street from their (now DD’s) vast warehouse space. I assumed as part of the deal, that Frank Gehry had also designed some pretty fabulous structures and interiors in the Warehouse. Some of these included the famous “Whale” conference room as well as specially designed cubicles made of very expensive multi laminated wood. Another C/D conference room was a cardboard box built inside of the actual structure where multiple cardboard chairs and loungers gathered around a surfboard light fixture hung from the ceiling as Lee Clow, C/D’s Chief Creative Officer (currently the Chairman and Global Director of TBWA\Worldwide. Advertising Age referred to him as “advertising’s art director guru”) was/is an avid surfer.

Well, when DD moved in, things needed to change. The Whale conference room remained, but Jay Chiat wanted his 40 foot conference table back, or a princely sum of about $50,000 for us to buy it. It, like most of the interior was designed by Gehry. Additionally, I needed to get rid of the second “Surfer Cardboard” conference room and equip it as a screening room.

I grew up in the South Bronx and Queens and my concept of art, which was hammered into my head in the fourth grade by my teacher, Mrs. Lawrence, was primarily centered around impressionist paintings of the late nineteenth century, French, mais oui. At the time, I had no idea who Frank Gehry was.

I proceeded to tell my group of carpenters and stage guys ( yes, there used to be the need for these skills at a VFX studio) to use the laminated cubicles to build apple boxes, to dismantle the Surfer Cardboard room and throw out all those corrugated cardboard chairs ( I mean, who wants to sit on cardboard?)

Cardboard Chairs

They were instructed to copy the 40 foot conference table and send the original back to Jay. At that moment, I believe I single handedly ordered the destruction of priceless art (?) yet, I did get a $50k conference table for about $5k. And, DD might have the most exclusive compliment of Frank Gehry apple boxes in the world.

Well, the day of DD’s first board meeting had arrived. This inaugural meeting had been carefully planned by my assistant, Joanna Capitano. The IBM jet was due to arrive at Santa Monica airport sometime around noon. The 4 special parking spots were cleared for Mssrs. Winston and Cameron’s two HumVee’s (they were so huge they needed 2 spots a piece). A van was scheduled to pick up our IBM board members and I was, nervous.

At about 10AM or so, Joanna got a phone call from Lisa Dennis, Cameron’s assistant, explaining that Jim was unable to make it to the board meeting, that something had come up. I freaked. The Citation was somewhere over Colorado at this point and I had no way of informing the IBM’ers that Jim and now Stan, would be unable to join us.

I met the jet at Santa Monica Airport, shook a few hands, and explained that items on today’s agenda might have to change. After informing the group that there would be no Board meeting, I toured them around the new facilities, explaining our choice of SGI computers over IBM mainframes, and then we sat down to a wonderful lunch, gathered around a $5000 Frank Gehry “inspired” conference table.

It had been nine months since I left LucasFilm. I had just turned 41. I had a 12 year old, a 6 year old and a 2 year old, as well as a wife that hadn’t worked in years, and I was close to running out of money. IBM had agreed to fund the new company and we were almost at closing. I could see the finish line. I didn’t realize we had only just begun.

We signed all documents in the opening weeks of the new year, 1993. The decision had been made several months ago (especially after the ILM braintrust had decided not to be involved), that DD would be located in LA, “where movies were made”, as my partners said…. not in the Bay Area where there was only George and Francis Coppola. My then wife decided that our family would not move to LA until the end of the school year. But I needed to be in LA asap, so I found a small place in Santa Monica and commuted for almost six months, flying backwards on Southwest Airlines every Monday morning and returning to Marin every Friday evening.

Cameron was nice enough to let me use a small office in Lightstorm’s three story office building. Every morning I would rise at about 6 AM, drink my coffee and head over to the office. I needed to find a location, start to hire staff, make decisions about and negotiate capital equipment purchases, figure out power needs, technical infrastructure, set up business affairs and thousands of other details needed to start a major digital VFX studio. Of course I had help…. Diane (my assistant from ILM) was invaluable and literally drove me like a dog. Her 14 year old daughter moved into my house in Marin and she moved in with me in Santa Monica. You can imagine the rumors. Diane was a great friend, a task master, an organizing machine, but that’s where the relationship ended. Interestingly enough that is not what several staff members thought.

I had hired an overweight African American woman to be DD’s Director of Human Resources. She came highly qualified, I think she worked for LA Metro beforehand. I guess the rumor mill had started that Diane and I were more than just living together.

In the beginning months of DD’s start up, Diane was focused and on point and didn’t suffer fools gladly. Some people started to complain about her “bedside manner” (not that I knew anything about that). Of course they went directly to the HR person. After a few complaints, this HR women allegedly said to one of our VP’s ” That must be some fine (expletive deleted) for Scott Ross to put up with that kinda shit!” This certain VP came and told me what she said and I headed to her office to check it out. Once our HR Director saw me, she squeezed herself out of her chair and started packing her office and was gone in 15 minutes. I never really had to say a word. She knew what she did, and she was gone, gone gone.

Every morning showing up at Lightstorm was a bit strange. There were rarely any people there. Albeit, I did arrive early. Generally it was me and the office manager and sometimes a tech or two. My office was down the hall from Cameron’s. Mine was a loaner office, about 6 feet x 8 feet. Jim’s office on the other hand took up about half the entire floor, it was awesome. Complete with a living room with couches, a big screen TV, a fully equipped kitchen, an office area with a huge desk and a conference table. The furnishings were expensive and ecclectic, replete with a samurai sword and the articulated arm and hand of a Terminator T 800 that Stan Winston had given Jim as a present. The T 800 armature stood on the corner of Camerons’ 10 foot or so desk.

Cameron’s office door was never locked, yet this was the dude that a few years before, sent an assistant with the T2 script locked in a briefcase to allow me and a few other ILM’ers the chance to read it.

At Lightstorm however, I could walk into Cameron’s office and hang out there by myself without anyone knowing. Every once in awhile the early warning system would go off and the Lightstorm team would scramble…. “JIM IS 15 MINUTES OUT!!!!”, the office manager would shout. Battle Stations, Battle Stations, defcon 5… vacuum the carpets, sweep the floors, stock the kitchen with tuna fish and peas, make sure the bathrooms are spotless.

During these drills, I would, at times, sneak into JC’s office and, well, organize the fingers on the T800 armature in such a way, that the middle intiger stood proudly at attention while the other digits were clenched in a fist. Childish, I know, but somehow oddly comforting. I am after all a prankster.

At this point, we needed our own space as DD started to collect personnel. Along with the IBM investment came three IBM board members and three IBM team members. It seemed that IBM techies, Brian and Joe wrote the plan that IBM was considering when they first thought about a digital studio. They joined up. And I felt that IBM would feel much more comfortable if I was to hire a CFO that wore IBM blue. A young twenty-something Chris McKibbin fit the bill nicely. I also needed an Exec Producer for Features and one for Commercials as I was going to organize DD in the same way I had organized ILM. At first two separate product offerings, feature film effects and expensive hi end commercials. Once we got these two running, we would add other products like video games, new media and ultimately feature production. That being the ultimate goal… producing our own content and moving away from the services for hire business.

But while the fledgling DD was still housed in Cameron’s office building and after the early warning system was sounded, I would as I said, “arrange” the T800 . Jim would walk in and see the T800’s clenched fist with outstanding middle finger and demand to know who did this. I never “fessed up”…Call it childish and petty, which it mos def was…. but for some strange reason, it made not being with my family a little bit more palatable.

Clockwise: Stan Winston, Scott Ross, James Cameron, Kathleen Earley (IBM)

With Jim and Stan in place as partners, it seemed that it might be easier to secure financing for our new company. I was tasked with finding the investor or investors. Jim Cameron wasn’t the household name he is today, but even in 1992 he was, as far as directors go, pretty much a star. He wasn’t yet the self proclaimed “king of the world” of TITANIC proportions but he was at least a duke, or maybe even a prince. With films like TERMINATOR, ALIENS, THE ABYSS and TERMINATOR 2, he was an ascendant to the throne. Additionally, two of his films won Oscars for Best Visual Effects. He did have a bit of a reputation, but his films won Oscars, and a few made some big money. All in all, while the vision for DD was mine, Jim was the bait.

Armed with bait, I started to chum. There was the ill fated Electronic Arts effort but there were also others… Intel, Sun Microsystems, Microsoft, Carlton Communications, Phillips, Virgin, Nintendo, SEGA, SGI, Viacom, Turner, TCI, Comcast, the Baby Bells, Autodesk, NTT, AT&T, Apple, Next and so on. You get the picture. There were hundreds of phone calls, letters and airplane trips. The meetings and discussions of 20 years ago seem like a blur today, but one stands out for several reasons.

The first reason was that Jim and Stan were actually in attendance that evening, a rare occurrence. It was a dinner meeting at the Ivy at the Shore. Our dinner was with the then President and COO of Motorola, Chris Galvin ( whose papa was Chairman of Motorola and whose grandpa was Motorola’s founder). I was prepared for a rather stodgy old dude…but it turned out that Chris was just a year older than me, and was very loose and personable. Interestingly enough, at the time of this meeting, there was a lot of hoopla about the possibility of cell phone radiation causing brain cancer. Being the 60’s counter culture person that I am, I decided to, unbeknownst to Jim and Stan, pull a little prank. At this point, I had been turned down by dozens of folks and I started to get a little cynical about this whole entrepreneurial crap. As dinner progressed, I was getting the vibe that Mr. Galvin was much more interested in talking about his new global satellite cell phone coverage scheme (Iridium) and much less interested in being a part of DD. When dessert finally came, I pulled a wad of aluminum foil from my briefcase, fashioned it into a helmet, pulled out my Motorola Star Tac cell phone and started dialing. I turned to Chris and said ” One can never be too safe”. Stan waved at our waiter and yelled ” Check!”

Some have said that Digital Domain was the brainchild of Jim Cameron and that he and his partner, Stan Winston birthed DD ( in fact, Jim Cameron seems to say this often). There is no doubt about the fact that Jim was instrumental in the company, attracting investment and artists. There is no question that Mr. Cameron gave the company instant credibility because of his stature or that Mr. Cameron gave DD its first big project, TRUE LIES ( which was nominated for an Academy Award for Best Visual Effects, AND was severely discounted). Jim Cameron was an important component in the launching of DD. But one of the most important things that Jim did for DD was to allow me the use of the incredible mind of Rae Sanchini.

Rae Sanchini was a force of nature, one of the most gifted and strategic attorneys I’ve ever met. I first met Sanchini at Carolco Pictures. Rae was the head of business affairs. I had spoken to Rae’s assistant, Kim, a number of times and she had arranged for me to meet her boss just after Cameron had shown interest in joining me and my ILM cronies in forming this new VFX company. Cameron and Carolco, headed up by Andy Vajna and Mario Kassar, had in movie speak, “a deep and meaningful relationship” (TERMINATOR 2… i.e. they made lots of money) and I guess Cameron had tried to convince Andy and Mario that Carolco should fund DD.

I flew to Burbank, rented a car and drove to Carolco’s offices on Sunset just across from Tower Records. I took the elevator up to the top floor of this swanky Sunset Strip building. I was very impressed by the digs…. my ILM strip mall office palled in comparison. The elevator doors opened, I walked to the receptionists desk and there to greet me was a 30 something, stunningly beautiful blond women attired in a black skin tight skirt with a white semi see through business blouse… wow!

I was not in NorCal anymore!

She went to shake my hand and I said ” You must be Kim, I’m here to see Rae Sanchini”. And she said, ” I’m Rae Sanchini”. Up until then I thought I was going to meet Ray Sanchini… and in my mind my Ray was about 60, an Italian American from NYC, about 30 pounds overweight, that went to CCNY and talked like Jimmy Hoffa. Was I ever wrong!

Rae was exactly what I needed to further the founding of DD. A UCLA trained attorney that had been the head of business affairs of a mini major and had the ear of Jim Cameron! As an employee of Carolco, I understood her involvement since Mario and Andy were possibly interested in funding DD. But after Carolco had decided that given their financial constraints, they were not interested, I was a bit confused (yet overjoyed) why Rae was still involved. I was finally set straight. Rae had left Carolco and made a deal with Lightstorm. She would help me with DD legal issues and then she would be involved as a Producer on upcoming Cameron projects. So in effect, Cameron was lending out Sanchini to help DD ( as an aside, she was not being compensated beyond the promise of Jim attaching her as a Producer on his films) with our legal issues.

And help she did! She was organized, smart and strategic. At times she would get frustrated as Stan and Jim were rarely available and were slow in making decisions. Legally, Jim, Stan and I were known as the Founders but Rae would always refer to them as the “Flounders”.

A year or so before I decided to start DD, IBM had pulled together a group of about 10 Hollywood Industry “thought leaders” to discuss the application of story telling and creativity to this new fangled thing called the internet. For some reason, not only did they think I was a “thought leader” but they continued to contact me to see if I might be interested in heading up a “laboratory studio” in Armonk NY.

Hah! Armonk! IBM! Big Blue!

Counter culture ex hippy, Woodstock Nation Scott Ross ? …. Never!

Up against the wall! Power to the People!

A year later and after a multitude of turn downs, I agreed to visit Armonk. After all I was already in NYC giving a speech at Lincoln Center. IBM sent a car to pick me up. I almost didn’t get in… I had the Jefferson Airplane’s “Volunteers of America” playing in my head and walked away from that black sedan three or four times. Finally, I was freezing standing there in the cold NY November air…

I got in.

The drive to Armonk took forever. I was born and raised in NYC but I had lived in California for 20 years. Yet somehow the parkways, littered with orange, red and yellow leaves, the gray sky and the black trunks of the maple and oak trees comforted me. Grace Slick and Marty Balin faded away as I was found myself seated opposite the smiling faces of Lucie Fjeldstad and Kathleen Earley, IBM Vice Presidents. We talked for a few hours and it seemed that they were very interested in funding a digital production studio… in Los Angeles.

We had a funder. I informed Jim and Stan. Now we had to negotiate the damn thing. Jim told Rae to do what she does best, Stan wondered if he could finally deliver his SGI’s and move some of his “CGI staff” over to DD payroll and Rae and I started the long and arduous process of negotiating a deal with one of the biggest corporate giants on the planet.

After about two months of “negotiations”, the countless crossing of T’s and dotting of I’s, the unbelievable minutia that concern lawyers, we had a document that everyone seemed to be happy with. A final meeting with IBM’s law firm Cravath, Swaine and Moore was set to take place in NYC at the firms headquarters. Cravath is the second oldest law firm in the country, founded in 1819 and consistently ranks first among the world’s most prestigious law firms. The meeting took place at the Worldwide Plaza, on 50th Street and Eighth Avenue in Cravath’s glass enclosed conference room on the one millionth floor overlooking all of NY…

I could see for miles and miles and miles and miles, oh yeah!

I Can See For Miles

I’d never seen so many white male WASPS wearing blue suits with white shirts in my life (I’m from the South Bronx). Rae and I were ushered into this aquarium situated in the clouds. The two of us sat down at the conference table which could have comfortably seated 50. On one side was about 15 Cravath dudes, all white and pasty…. and on the other side, an ex-hippy in jeans (wearing real shoes) and a 105 pound blonde bombshell. The Cravath guys sorta smirked when they saw the two of us. They must have figured ” we can kick this hippy and dumb blondes butt”.

Well, I was a push over, intimidated by all that Goyishe power. But Rae, on the other hand, sharpened her gaze, sat down, rolled up her sleeves and blew them away. She knew every part of the agreement and had answers for every question they had. The Opposition on the other hand, were ill prepared and because they were so segmented into various disciplines ( IP, corporate, tax, estate, etc.) , the right hand didn’t know what the left hand was doing.

And so, we walked out later that day, victorious. Grace and Marty Balin’s voice slowly came back into my head…

Hey now it’s time for you and me
Got a revolution got to revolution
Come on now we’re marching to the sea
got a revolution got to revolution !

We are Volunteers of America, Volunteers of America!

Gotta Revolution

Rock on! The Digital Revolution was underway…

History.

Truth.

WATCH 06:09 to 07:12

There are so many takes on these words… most of which we have all heard. Like…. “His Story”, or “there are three truths… her truth, my truth and the truth”. Unfortunately, the truth of the matter is that history is written by the victors, those with the power, the money and the media reach to ensure their story is the story that everyone remembers. The story that ultimately becomes fact.

Until the internet.

Which either sheds light or creates more confusion. My hope is that these little stories shed light, amuse, and at best, help our industry understand its history, well at least my take on it!

Once Jim Cameron had heard that I was looking to start a new VFX company and that many of the ILM top people were also interested in jumping on board, he became interested in joining our motley group. As I’ve stated before, I had some serious reservations of allowing a director to be involved in the management of a VFX company. Especially, a VFX company that was being built to become a content company. In my years in the entertainment business, I have rarely met a live action film director that is collaborative by nature, though there are a few. And given my previous experience at LucasFilm, I was pretty sure that a powerful Hollywood director would not be my first choice as a partner. Interestingly enough, I have given this counsel to others ( Robin Shenfield regarding Ridley Scott), but I unfortunately did not heed my own words.

After several conversations with Mr. Cameron, I was smitten. He totally got it. He understood the shortcomings of VFX houses and the way in which they seemed to keep the director at bay and not allow him/her to be part of the process. He was well versed in all VFX techniques, was a maverick, and also had a few scripts that seemed to need a bunch of VFX, that, given his stature in Hollywood, would get greenlit. Ahhhh, a revenue stream!

I had a conversation with my then wife about the “director as owner in a VFX company” dilemma. She flatly said, “Face it Scott, artists are not going to flock to come work for you, but they sure will come for James Cameron”. She was right… at least about that! I told Jim that I would be pleased to be in business with him. Jim said, “…oh yeah, we also need Stan Winston to be a partner”. Again, I was in no position to argue, and furthermore I had only heard great things about Stan. I was excited to meet him. A meeting was set at Lightstorm, Jim Cameron’s production company. At the time, Lightstorm was located in the shadow of Burbank Airport. I flew into Burbank from Oakland on the very luxurious SouthWest Airlines….to this day, I can’t quite feel comfortable flying backwards.

The meeting was great. Jim was fully engaged, Stan was awesome. I thought to myself… “Finally, I’m sitting at the table with players… top level creative people that are interested in collaborating”. These guys were funny, hip and I thought, great partners that could possibly become close friends. We had similar interests… great film, fast cars, good wine and well, you can guess the rest. We batted around ideas for hours that day.

It also seemed that Stan was concerned about his studio, Stan Winston Studio, and the coming age of CGI. Stan had just recently completed work on JURASSIC PARK and was a bit worried that most of the accolades for the great work in the film were going to ILM for their incredible CGI. Stan, was a character creator, a self made multi millionaire that had grown up as a bit of a chubby nerd in Virginia. But that day, the Stan I met, in his early 50’s was anything but a chubby nerd. He was a stud… funny, charming, quick witted and talented. And he was apt to always buy the most expensive toys, even if they were not necessarily the best or even needed. So was the case when Stan decided to get into the CGI business before DD. Just after JURASSIC PARK and only several months before Jim asked Stan to be a founding partner in DD, Stan had purchased a truckload of SGI’s… and he bought ’em fully loaded. Big refrigerator multi processor ones that cost over a hundred thousand dollars a throw. Unfortunately these big old SGI Challenges and Onyx machines never really worked very well. But since Stan had just purchased the beasts, and that DD was this new CGI/Digital company, guess who wound up buying those boat anchors? Hey, that was easy. The price for having Stan as a one third partner was not only giving him 33% of the founders stock but DD also wrote him a hefty check to take those behemoths off his balance sheet.

One of the first tasks at hand was to come up with a name for our new company. I started with Phoenix Effects but that didn’t seem to suit Jim or Stan for that matter. We struggled for a bit. I thought of Prestidigital… you know, magic/digital….Not. Then, in walked one of Jim’s techs, a fellow named Van Ling ( who later joined with some ILM folks, Casey Cannon for one, to form Banned From The Ranch). Van overheard what we were doing and chimed in with “How about Digital Domain”! We all looked at each other and quickly nodded our heads… that was it, we were to be called Digital Domain.

Our get together ended. Jim went back to his Lightstorm duties, Stan headed back to Stan Winston Studio and I got a ride from Van to Burbank Airport where I was to catch my flight back to the Bay Area. Of course my flight was delayed so I headed over to Lou’s Bar, the little joint that used to be located in the airport. I ordered a Heineken and sat down to go over, in my mind, the days events, but I couldn’t concentrate because of the racket eminating from the bar. There were three very loud dudes whooping it up, clinking their beer mugs and slapping each other on their backs. I put my glasses on to see who these rabble rousers were. And to my surprise it was three guys from Pixar. To the best of my recollection it was John Lassiter, Ralph Guggenheim and Ed Catmull, and damn were they excited. They just signed a three picture deal with Katzenberg. They were gonna make animated features for Disney. I knew there and then, that this new Digital Domain was going to make history. The door was opening for effects and animation services companies to become content owners.

About a week or so later, I was with my family up on the North Shore of Lake Tahoe. I was an avid mountain biker and had taken a week to explore the backroads of the Sierra. On Sunday evening I get a call from Cameron saying that he wants to have a meeting with Tom Pollock, then head of Universal Pictures, to pitch him on the idea of Universal becoming a founding partner in our new VFX company. I tried once again to explain to Jim that Universal should not be a partner in DD, and neither should Fox, nor Paramount nor Disney for that matter. Motion picture studios are notorious control freaks, over reaching, difficult, xenophobic and most importantly, our clients not our partners. Jim would have nothing of it. The meeting was already set. Monday morning at 11 AM in the black tower, Pollock’s office. I explained to Jim that I was in Tahoe, that I wasn’t sure if I could get a flight into Burbank, and frankly… I thought it a bad idea. Jim still would have nothing of it. Jim said ” the meeting is at 11, I’ll have a car meet you at Burbank Airport, don’t be late”. The phone went dead.

I arranged a flight that would get me to Burbank by 10:00 AM, by way of Las Vegas. I awoke at some ungodly hour, the coyotes were still asleep. I figured I would fly back that evening so I needn’t pack anything but my laptop and a few business plans. It was summertime and so I put on a pair of jeans, the nicest short sleeve shirt I could find ( I had only one, the rest were tee shirts), a pair of black socks ( at least I thought they were black, it was, after all, 4 AM, and I could barely see). I threw on a pair of sneakers ( I didn’t have any proper shoes with me) jumped in my car and headed off to the Reno Airport. An hour later, I arrived at the airport, parked the Toyota in the parking structure and headed to the Southwest gate. I sat at my gate thinking about how I might “pitch DD” to the Chairman of Universal Pictures in such a way that he thought DD could be an incredible company but in a way that he wouldn’t be interested in being a partner. I started to get nervous. I hadn’t met Tom Pollock before, but I had heard nice things. Nonetheless, he was the chairman of a major motion picture company, and I was meeting him in the BLACK TOWER with James Cameron. I started to sweat. What could I say? DD is going to be the next ILM but it’s a really bad business and you shouldn’t invest in it? Damn…. my feet started to sweat too. I checked my watch, we would be boarding in 15 minutes. My feet started to itch. I bent down to loosen my shoelaces and I was stunned! I hadn’t put my tennis shoes on, I had put my biking shoes on! There they were, my Nike mountain biking shoes in all their technicolor day glo glory! Orange, red, green, yellow suede day glo sneakers! Damn, I can’t be in the executive offices of the Black Tower wearing Day Glo!

Unfortunately, it was so early that there were no stores open in the Reno Airport. I got on the 737 and flew backwards to Las Vegas all the while freaking out that I was wearing clown shoes to a very important meeting. Landing in Las Vegas and having a really tight connection, I didn’t have enough time to leave the airport, so I ran around like a Tazmanian Devil looking for a shoe store. Nada. You can buy tee shirts with stupid sayings, miniature slot machines, sno globes, every imaginable type of junk food, sterling silver Native American jewelry and flip flops, but no shoes. For a brief moment I thought of letting my inner surfer shine and wearing flip flops to hang with Tom. Yo Dude!

My flight was boarding to Burbank and I still looked like Clarabelle. I landed at Burbank and there was my driver, patiently waiting for me, courtesy of Lighstorm and Jim Cameron. The driver introduced himself, his name was Leroy, a 50 something African American gentleman. We hopped into the white stretch limo. A white stretch limo, early Monday morning, Burbank, a 50 year old black dude in a suit, a 40 year old white guy wearing clown shoes…. classy.

I explained my predicament to Leroy. Leroy was a problem solver and he felt that we could easily pick up a pair of shoes and make it to Universal in time for the meeting. After the third Florsheim, and me not being able to find anything that I liked or even in my budget range, Leroy was feeling the pressure. My feet were getting really itchy and sweaty and in the bright morning light of LA, my shoes were starting to glow. I told Leroy to forget it… let’s head to the Black Tower and face the music.

On our way, I spotted a Nordstroms… I yelled to pull into the parking lot. I ran like OJ through the lot and headed up to the second floor mens shoe department. Out of breath, I grabbed a sales associate and asked where the Bass Weejuns were. She told me that I was in luck, it seems that they were on sale. Breathlessly I said, ” Size 9 and a half, in Oxblood?” What seemed like hours later, she came back and said ” Sorry, sir, but we are out of nine and a halves…”. Damn. I thought about suffering in a pair of nines when she continued, ” … and nines and tens, but we do have a display pair of nine and a halves in black”. ” I”ll take ’em”, I said.

I paid my $59.95 plus tax, grabbed my shoebox and hightailed it back to my waiting chariot, stretch white, of course. Leroy, gave me that knowing smile, put the pedal to the metal and I did the quick shoe change, carefully stuffing my flourescent Nike’s in the Bass Weejun’s shoe box. We arrived at the Tower with just minutes to spare. I thanked Leroy and headed towards reception.

Now, when someone is to visit with the Chairman of a major motion picture company, the security guards, the assistants, the gardeners, the cafeteria staff, in fact, everyone on the lot seems to be on standby. When I arrived I was greeted by several people that walked me through what seemed to be Ft Knox ( In fairness, the Black Tower had been fired upon by some crazed rifleman in the recent past) security measures. I arrived on the executive floor to be greeted by Tom’s personal assistant (maybe one of several?) who asked the perfunctory LA question ” Can I get you something to drink? Coffee? Water? Diet Coke?” I was sorta hoping for a martini. This nice woman explained that I was the first to arrive, but that Tom would join me in a bit. I looked at my watch, it was 11:05 AM. I sat in Mr. Pollacks office for what seemed the better part of a half hour… no Tom… no Jim. Finally, Tom entered and introduced himself. I’d never met him before. He was charming. He was self effacing. He was funny. He had Marty Feldman eyes. No matter how I looked at him, I always felt that he was looking at someone else, unfortunately there was no one else in the room.

At about 11:45 AM, Jim was ushered into the room and our meeting started. I relaxed a little now that my partner was with me. I crossed my legs, as I am wont to do. As I looked down, I noticed a large day glo green sticker on the bottom of my new black penny loafers. It said ” SALE 59.95 plus tax”.

Needless to say, Universal didn’t invest in DD.

Having “resigned” from LucasFilm, and having the news plastered all over Marin County, I found it difficult to lead a normal Marin life. The excitement of sitting in a hot tub at sunset or putting on my Birkenstocks in the morning or riding my Gary Fischer up Mt. Tam or going to see the Dead just didn’t bring me joy anymore.

I was in a quandry. I really felt that I was wronged by Norby and that Lucas, being as detached as he was, would not get involved with the very real issues at hand. I tried many times to reach GWL, but for whatever reason ( maybe because he didn’t know who I was or what I did), I could not get through the gatekeepers. I felt strongly that if GWL could hear me out and speak to the artists at LucasArts, then he would understand that Norby should be the one to go, not me.

A few weeks later, I was granted my wish. George fired Norby. “There is a God”, I thought. I immediately rang up one of the board members and explained that with Norby gone, I was the only rational choice to come in and run the show… I mean who else knew the ins and outs of THX, SkyWalker Sound, Editdroid/Soundroid, ILM, Lucas Commercial Productions, LucasArts Attractions, etc.? Well, this certain board member disagreed with me and reminded me that I had quit. Well, yes, I had quit, but only because I had to report to the Norbster, not because I didn’t love the Company!!

That seemed to make no difference. I was told in no uncertain terms, that I was not welcomed back. In fact, not only was I not welcomed back, but that I was banned from the ranch. Me, banned from the ranch….. What had this come to?

Now, the cat was out of the bag. I was unemployed, my fellow ILMers that were so keen on a management buyout… all disappeared, the phone was not ( to my surprise) ringing off the hook with folks looking to hire someone with my skills, George wouldn’t return my calls, headhunters like Korn/Ferry couldn’t quite figure out what I did, the mortgage on the Marin house and the Tahoe house were due, my kids went to private schools and my stay at home wife was trying to remain calm. I was anything but.

A year before this all unwound, Norby had come up with an idea to break LucasFilm Ltd. into two companies. LucasFilm which would be the company that produced films and TV as well as the licensing associated with LucasFilm properties and LucasArts, the new company that would be comprised of ILM, SkyWalker Sound, THX, LucasFilm Commercial Production, LucasFilm Games, Droidworks and LucasArts Attractions. This, at the time, had several purposes.  LucasFilm was a company that made money and LucasArts was a company that didn’t.  Also, according to Norby, LucasArts would be a company that could IPO.. go public… and finally offer executives and key creative people some equity. Now a lot of us naively wondered how we could take a company that was in the services business and that was not profitable, public.

DD S1 Digital Domain S1 registration to IPO May 2011

But, nonetheless, Norby pursued this vehemently. I wonder if it had anything to do with his large chunk of equity in LucasArts? In the process of setting up this new entity, LucasArts, we needed a board of directors, a new logo and various and expensive outside legal and consulting services.  I always wondered who approved these expenditures?

The effort to design a new logo was indicative of Norby’s fiscal restraint and his understanding of the capabilities of the Company. Instead of allowing any number of incredibly talented designers and artists that were presently employed at the Company to design this new logo, he hired an outside firm. An expensive one.  After several weeks of “creative exploration”, a design was agreed upon.  Norby liked the logo that had a little man standing with up-stretched arms holding his head.

Within the Executive Group, the logo became known as Headache Man….

With the logo underway, the task of finding a board for the new LucasArts was at hand.  Norby, decided on the process by which we would chose candidates, interview them and then finally approve a director.  At the time, Norby had several direct reports, his assistant Maureen, Gordon Radley ( the other Sr. VP responsible for Business Affairs, Finance, Licensing and Ranch Operations), Steve Arnold ( the VP in Charge of LucasFilm Games)  the GM of THX and me. The process Norby had decided upon was that he, Doug, would chose the candidates, that the Sr VP’s ( Gordon and myself would interview them ) and then the other VP’s would interview them and finally Doug would unilaterally make the choice as to who would sit on the board of LucasArts. Seemingly with no input from any of us!

One of the candidates I was keenly interested in was Robert (Bob) Cohn, known for the founding of Octel Communications, the company that commercialized voice mail and was largely responsible for making it ubiquitous on cell phones, in companies and on residential phones. Bob met with Gordon and I and then went on to the next round with all the VP’s.  Bob is a unique person, bright beyond belief and he has the uncanny ability to get to the heart of the matter in three quick questions.  Which he did with all the LucasArts VP’s. After his third question, he came to a conclusion… the problem with LucasArts was its CEO, R. Douglas Norby. Needless to say, Bob was not asked to join the LucasArts Board, but several of Norby’s cronies were.

With the board and the logo in motion, an incredible amount of costly legal work was needed to be done to set up this new entity.  I can’t quite recall the name of the legal firm used ( Could it have been Dewey Phuckem and Howe?), but once all was in place it was time to buy our LucasArts options and dream about the potential IPO when we could all get rich!  We never got a look at the full option plan but rumour was that Norby got most of the options whilst people like Dennis Muren and Ken Ralston barely got any, if at all.

After an outrageous amount of money spent ( and remember, bonuses were unable to be paid because there wasn’t any money available), LucasArts was ready…. except for one small item.  It seems that Norby forgot to get GWL’s approval to take the company public.  According to Norby, it seemed that Mr. Lucas was unwilling to have the SEC nosing around in his affairs. So, though I paid for my options by going to the local ATM and withdrawing enough to do so, they would never see the light of NASDAQ.

But, I digress…. back to first quarter 1992.  So, there I was unemployed and desperately needing some income.  I sat, in my office on Greensburgh Lane and wrote the first draft of the Digital Domain Business Plan. I had a great deal of help from Bob Cohn, whom I befriended. I mean anyone that Norby thought to be useless HAD to be brilliant… and Bob sure was.  Not only did Bob help me craft a really well executed business plan but more importantly he gave me the courage to “stay the course”.  Bob’s mentoring and insight were invaluable to me and for that I am forever grateful.

Armed with a well crafted Business Plan, a rolodex and a phone… I started dialing for dollars. Bob Cohn introduced me to the folks at Electronic Arts ( though Bob was turned down by Norby, he was embraced by Larry Probst, EA’s CEO and was given a board seat).  I felt strongly that videogames at some point would need the capabilities of hi-end CGI animation and that given the trajectory of the videogame market, at some point videogame companies would be in the media business, which would also include film and TV.  Personally, I saw a great fit with EA.

I met with many of the EA board members, spent time with EA management and after a few weeks, EA was ready to make an offer.  While this was all happening, I had also received a phone call from Scott Billups, a director/DP with a great deal of experience in digital film ( unheard of back then).  Scott told me that he was having a conversation with James Cameron, the director, and had mentioned that I was starting a new VFX company and that Cameron was interested.  Jim Cameron and I had worked together back at ILM ( THE ABYSS, TERMINATOR 2 and the Miller Lite spot).  At first, I got the director as partner willies… but after thinking it over, thought that Jim would make a great partner in this new venture.  I called Jim and we spoke at length, we both seemed to be interested in building a similar company. We got together and Jim introduced me to Stan Winston, who of course, I had heard of, but never met.  Jim decided that he, Stan and I would be equal partners and that together we would look for investors.  Given the fact that I was unemployed, and that Jim was, well, is, the “King of the World”, I kept my mouth shut and agreed.

I informed my EA pals that Jim and Stan were now involved as partners, and I informed Jim and Stan that the EA folks wanted to meet with us in LA ASAP. The meeting was set. The dinner was ordered. Everyone listened to Jim. The dinner ended.

As we were walking out, EA’s CEO put his arm over my shoulders ( Larry is quite tall, I am… well, Jewish tall) and said ” Scott, EA could use an organization like the one you and your partners are building”. He continued, “And I would be thrilled to have you as its CEO”. I thought, fantastic. And then Larry said ” But as your boss, I could control you, but no one could control Jim Cameron…. so we pass”.

How prescient.

For me, life was very different back in the 1990’s.  I was married, had three children that were still, well, children. My hair was brown and my waist was 30″. I was a workaholic, spending at minimum 12 to 14 hours a day at work.

I had left ILM in the Spring of 1992 and had decided to start a competing VFX company because I believed then, as I do now, that VFX and animation are key ingredients to marketing and ultimately selling tickets to films.

My original vision in starting this new company was to create something similar to LucasFilm, a content production company that produced films, TV, new media ( as it was called back then) and videogames.  But I wanted a new kind of LucasFilm, a company fueled by creativity and technology, but with partner/owners that trusted creative collaboration with their employees. I saw the new venture as a new kind of studio. A gathering of exceptionally talented men and women that could create new stories with cutting edge technology. Sort of the same concept that Mssrs. Lassiter and Catmull had at Pixar, but in the live action vain.

Back then, a group of the most senior execs and creatives at ILM were frankly fed up with the way things were going at LucasFilm. Given the zeitgest of the Bay Area and the heady times of Silicon Valley’s IPO mania, it seemed to several of us at ILM, that we should take the burden of LucasArts… Skywalker Sound, ILM, etc. (at the time it was indeed a financial burden) from George and manage this company ourselves…. sort of a management/creative buy out. The only problem was, George didn’t quite see it that way! And try as I may to get to Mr. Lucas and explain what I and his most trusted cadre of creative, technical and business employees wanted to do, I could never get through the impenetrable wall of Lucasfilm’s president Doug Norby.

In fact, Norby and I saw things so differently at times that I found it, towards the end, difficult working for him.

Case in point… As an executive, I wanted the managers that reported to me to be appropriately incentivized in reaching or exceeding the goals of the organization. No brain science needed… a bonus compensation plan needed to be structured. As a CEO of other creative organizations prior to my stint at LucasFilm, it was obvious to me what we needed to do.  Doug Norby on the other hand was a Harvard educated, ex McKinsey employee.  He felt that we needed to hire some consultants to help us structure this simple plan, even though IMHO, LucasFilm had an experienced HR staff that could easily put a plan in place.  After countless meetings and lord knows how much “consulting” money spent, we had our plan.

I explained the plan to my execs… Jim Morris (now of Pixar fame), Ed Jones, Marty Schindler and a few others. We were very focused at exceeding our plan and getting paid our bonuses. At the time we were not compensated like our counterparts at other Bay Area companies and retention of senior execs was critical to the success of ILM. Upon completing our fiscal year, the ILM team,  as the euphemism goes, “hit the ball out of the park”. Unfortunately, Norby’s divisions struck out. And given the over all financial picture, Norby and the Board decided not to pay any bonuses that year. Now, I’m a realist and when there isn’t enough money in the corporate coffers to pay out bonuses, well, then the bonuses should be paid when the company DOES have the money to do so. Sounded fair and reasonable to me.  It didn’t to Norby.

I explained the situation to my execs. They were flabbergasted, to say the least.  They were asked to do the impossible and they did…. and now the bonus that they had been promised was not forthcoming… ever.

I met with Norby and explained the situation.  He told me that it was the Board’s decision ( The Board by the way, was a group comprised mostly of Norby’s friends and associates). I asked to speak to the Board.  I wrote a memo to the Board.

The Board meeting was relatively calm and proper ( which brings up the old joke… ” Why don’t WASP’s have orgies…. too many thank you cards” ). The decision was made… no bonuses this year and the Company did not have any obligation to pay them, ever.

I found this outrageous. Norby said his hands were tied. I decided that I could no longer work for Doug and walked into his office to tender my resignation. Interestingly enough, Norby opened his top desk drawer and handed me my resignation letter! I guess he was a lot smarter than I had given him credit for.

I returned to my office and had told my Assistant, Suzy McLaughlin, what had happened.  She too was shocked.  I packed up my office and stealthily left the Kerner campus late that Friday evening, never to return to LucasFilm again. When the following Monday morning came, it was as if I never existed at ILM ( and interestingly if you see any LFL sponsored documentaries about ILM or read any LucasFilm approved books about ILM, my name never shows up…as if my years at the Company never existed). There are remnants of my tenure however… the transition to digital, some Halloween Parties that are still talked about in hushed tones and… during my six (6) year term there, five (5) Oscars for Best Visual Effects. In fact, after leaving ILM in 1992, they have only won three (3) Oscars in the next eighteen (18) years and one of them was for JURASSIC PARK, a film that was well into production when I left ILM !!! Not a bad record for a guy that never shows up in the history books!

On that very Monday after my hasty exit, there was a commercial ready to shoot… a Miller Lite spot that was to be directed by a friend of mine. In fact, it might have been the only commercial he has, or has ever since, directed. Miller Beer wanted a special director for this spot where people morphed and aged. I called my then buddy, and asked him if he would consider directing a TV spot for us. After several rather heated discussions with his agent, Jeff Berg of ICM  (why do agents have to be so…. difficult ?), we came to an agreement and closed the deal.  Miller was thrilled. The agency was thrilled. And the ILM crew was excited to be working with this genius filmmaker once again. But when Jim Cameron showed up on Monday morning looking for me…. well there was “some ‘splainin’ to do”.

Miller Lite Commercial Director James Cameron

Word travelled quickly. Scott had indeed left the building. And no one (except Diane Holland) knew where he went or why he left. At the time there were about 350 ILM’ers, and as its General Manager, I had the good fortune to know and have a relationship with most of them.  My disappearance, aided by Jim Cameron’s appearance was being discussed everywhere within the ILM Kerner facility. Norby must have heard the rumblings all the way over at SkyWalker Ranch (some 10 miles away) because he called for a Company meeting to be held on the ILM stage.

According to many ( I was not there, so I can’t validate this as fact), the stage was packed by ILM staff.  Norby, cardigan sweater, hushpuppies and all took to the podium. He had explained that Scott had decided to leave LucasFilm to “pursue other ventures”. The crowd was agitated.  Someone screamed for Norby’s resignation, others called him a liar and still others demanded the truth about where I had gone and why I had left. The Company Meeting had not gone well. The SF Examiner had gotten leaks that things were coming apart at LucasFilm and that key people were leaving the Company . The next day the headlines screamed in the business section of the SF Examiner ” EarthWars in LucasFilm”.

That night the Academy Awards were being telecast and George, who had not personally ever won an Academy Award, was being feted as the recipient of the Irving Thalberg Award.  Now, I’m not sure what GWL knew about the goings on at ILM that day, but I can only hope that the news of the turmoil at his company did not ruin his special and well deserved Oscar.

A few weeks later, my family and I were trying to sort out what we would next do… I had no job, and had just started looking for possible investors and partners for the new incarnation of this new VFX company ( the ILM folks were not interested in leaving the Marin area and possibly moving to SoCal). The future seemed scary. I had 3 kids, a stay at home wife and no visible means of supporting them. I decided that I would splurge and take them out to a local San Rafael Mexican eatery. We walked into the establishment and there sitting at a table with his young daughter, was none other than George himself.

In the years I worked at LucasFilm, I only spoke to George a handful of times. But seeing him there eating his enchilada with Amanda, I just had to come over and say something.  After all, my over all experiences at ILM and LFL were great and if it wasn’t for George, my world, and indeed the world, would not have been the same.  So…I cautiously approached.  He looked up at me, and I said ” Thanks George for all that you and ILM have done for me and my family”, and George looked at me, with a blank stare and said ” Sure….    by the way, what’s your name?”