Editor Mark Livolsi, ACE, started out as an apprentice editor on “Wall Street” (1987), moving up through the ranks for more than a decade, getting his first job as editor on 2001’s “Vanilla Sky” directed by Cameron Crowe, then cutting a series of well known comedies, like “Wedding Crashers,” and movies like “The Devil Wears Prada” and “Blindside.” Most recently he edited “Saving Mr. Banks,” “The Judge,” and the currently released Disney live-action/CGI film “The Jungle Book.” Mark and I primarily discussed his work on “The Jungle Book,” but because of that film’s unique production style, we also discussed his more traditionally edited movies, like “Devil Wears Prada” for which he was nominated for an ACE Eddie Award.

HULLFISH: I’ve done some animation editing, myself. So I know that a large portion, if not all, of the real work is done before the animation happens. Tell me a little about what the schedule was like and what you did, and the pre-editing kind of stuff that probably had to take place with storyboards and voice performances.

LIVOLSI: I think the overall for the crew aside from editorial was somewhat over 2 years factoring in preproduction, but for editorial it was about a year and 9 months. When I came on to the show, they had just started doing cast voice recordings. They hadn’t cast Baloo yet (Bill Murray), at that point. Initially I took these recordings and built what Jon liked to call “Radio Plays.” These were edits that utilized this ADR, as well as temp voices for characters we hadn’t recorded or cast yet—Dave Lowery, the head of our story department was the voice of Baloo for the longest time— and I essentially cut together a version of the script that was audio only. My assistants took the dialogue I had cut and start to add in sound effects, and music, in large part drawing from the animatics that the story department had done previously. These radio plays were created so (director) Jon (Favreau) would be able to listen to sequences and start to get a sense of how they were playing.

HULLFISH: And when did you start? Do you remember the exact date that you signed on?

LIVOLSI: It was right after the 4th of July

HULLFISH: 2014?, 2013?

LIVOLSI: (laughs) 2014. So that was what we did at first. Live action filmmaking was pretty much all I ever knew as an editor and as an assistant, so the first week, I was literally absorbing, learning all these processes, and it was really kind of mind boggling for the first 3 or 4 days. Then suddenly it all snapped in to place, so the first week was kind of interesting in that way, it was a bit like going to school.

HULLFISH: Do they do the greenscreen stuff with the kid next?

LIVOLSI: No. They did motion capture and they had been doing motion capture prior to my being on the show over at Digital Domain which was down the street from where we were working at Playa Vista. It was a great opportunity for Neel Sethi, who played Mowgli, to acclimate himself to the script and to the character and for Jon to begin the process of shaping the scenes because he was able to watch them acted out by stuntmen and puppeteers. They were wearing motion capture suits, including Neel. So, they would motion capture the basic data of the blocking for the scenes.

The motion capture would be handed over to a team of animators and they would create rudimentary animation, supervised by Andy Jones who was the head of animation, the end result being a master scene. This was like a virtual version of the scene, and when you put it up on a monitor you could take a joystick and run around the set with a virtual camera. Jon and Bill Pope, the cinematographer, would lay out the shots and shoot dailies. Which is where I came in. They would shoot dailies like on any live action film. But they were shots of characters interacting with rudimentary movements, no mouth animation, a bit like a video game visually. There was an animated version of the boy based on Neel’s motion capture. Because of this process I could ask for shots at any time. In live action, you rarely have that luxury because by the time you get the footage they’ve already struck the set and moved on to the next scene. And in this particular case at any point in the process you had the opportunity to tweak the edit with new shots, although that window did close eventually.

HULLFISH: Right, when you start getting the fur and all that kind of stuff in then it’s too costly to redo the shots. Can you remember any specific scenes where you asked for a new angle or you said, “It would be great if we had to reverse or a two-shot or a 3 shot or something?”

LIVOLSI: I needed a shot of of Mowgli as he’s walking down the crest of a hill. I wanted him to hear Akela and look in his direction before cutting to Akela. The goal was to draw you to Akela and not just cut to him out of the blue…have Mowgli draw you to him with his eyes. I often like to have a character lead you to the next shot, the next piece of information. I think that helps the flow and it’s more elegant. So, I asked for a medium shot in which Mowgli looks over Akela. They made the shot and later when we went into the actual blue screen photography we got the real version with Neel as well.

HULLFISH: That’s one of the things I wanted to ask about: which is just imagination. It seems like you must have had to imagine a lot of stuff because when you’re editing, a lot of it has to do with “I’m going to cut at this exact moment because someone does a look or does a move” but you don’t have those moments unless they’re in your imagination.

LIVOLSI: That’s right. It’s true. I think if you ask me what the biggest challenges of this movie were, it was just that sort of thing. In live action you have the material in front of you and the manipulation of the material is binary in a way. It is what it is and you just manipulate it to its best advantage. If an actor throws in an amazing look you use it. On Jungle Book we had to slot in blank chess-piece close-ups that had no facial expressions on them and where I assumed, imagined or hoped there would be a great reaction. Everything was a leap of faith.

HULLFISH: Tell me a little bit about being in the edit Suite. Are you talking about the reactions and emotions on these “chess pieces” and what you HOPE you’ll get delivered?

LIVOLSI: A lot of that kind of detail didn’t really occur in the edit. Nuance sort of occurred later because what we did later on— and this is sort of leapfrogging over the whole shooting process — Jon and I would have animation reviews with Andy Jones via remote while Andy was in London with MPC and go over animation performance. There were some scenes where we needed to give the animators a performance guide, so Jon would have us shoot a physical performance of himself with a little video camera on our little insert stage. A good example of this is the scene where Mowgli reveals a Honey stash to Bagheera, with Baloo in the background. (There’s a link to this scene later in the article.) Jon envisioned a very specific acting beat that he wanted to convey to the animators. The comedy comes from when Baloo finally turns away from eating honey and throws out the line about napping over his shoulder. Jon performed the body language and sent the video to MPC as a guide.

HULLFISH: Talk to me a little about the sound design. You said that you hand a lot of that stuff off to assistants. How important is that stuff to sell edits or the scenes or fill in the gaps?

LIVOLSI: Well, I think that the sound design plays a larger than normal role early on, when you’re trying to make up for imagery that is so rough and rudimentary that you really have a hard time understanding it without augmentation.

HULLFISH: What did you temp with? You talked a little bit about score. Did you have the composer actually doing stuff at some point or were you temping?

LIVOLSI: There was a lot of temp in the animatics when I first came onto the show. A lot of temp was done by Liquid Music, which is a company that often works with John Debney in Burbank. They are a team of music editors. We were fortunate to have John come into the process early and he began replacing temp with his original compositions, which helped shape the scenes immensely. Slowly all the temp was replaced and it was great to spend so much time with the final music. Usually you don’t experience the way the final score plays as a whole until you’re on the dub stage, and John’s was allowed to develop over a year and is really special.

HULLFISH: One of the things that I just have to compliment you on: you did a great job of creating and releasing tension in a very kind of musical way.

LIVOLSI: I’m sure there are editors who have very specific rules about these sorts of things. I can only go by my gut when cutting.

HULLFISH: I know pacing is a difficult thing to describe but I want to talk about the example of the pacing in that comic discussion between Baloo and the other animals as Baloo is waiting for Mowgli to knock down the honeycomb. They’re firing away very quickly.

LIVOLSI: That all came about a little later on. Jon had this specific idea that he wanted it to be a little like screwball comedy. It was all Jon and the performers. I just made it as funny as I possibly could, editorially. The animators did the rest. The first versions of it were a lot looser. That scene was one of the last things I did editorially – suck that down and turn it into something rapid fire and I think a lot funnier.

HULLFISH: Talk to me a little bit about finding and sculpting a performance. What leads to finding that perfect performance?

LIVOLSI: I think it’s a question of doing your homework by just going through everything and keeping an eye on all of it. A large part of why Jon wanted me involved in the project was because I had a live-action background. So he brought me in for that specifically, even though I had no animation background whatsoever. Jon wanted to find truthful moments. There are a couple of moments in the movie that are real moments that aren’t scripted. The moment where Neel gets squirted with water in the river by Baloo is a beat that I built the scene around because I knew that it was going to be in the movie no matter what. Another one is at the very end of the movie when Baloo sits down hard on the tree branch and shakes it and Neel looks over Bagheera with that smile on his face like “what just happened?” That reaction actually had nothing to do with what was going on in the scene as scripted. That was a moment stolen from between takes that Jon and I found in the edit. It’s just Neel looking at Jon and reacting to something…so little moments like that go a long way in the charm department

HULLFISH: I remember both of those moments vividly so I’ve got to agree with you that they were fantastic choices. I’m assuming timings kind of changed as you started to see VFX and you thought, “I need another moment here. This needs to breathe.”

LIVOLSI: It depends where we were in the overall process. Near the end, if it’s not in your 8 frame handle you’re not going to get it. Earlier, though, we did have the luxury of being able to extend moments and open them up. Going back to the whole idea of imagination: I told Andy Jones. “Don’t be slave to the edit. If I have a shot that’s 30 frames long that’s slotted to be a reaction from Bagheera, don’t feel compelled to squeeze that into 30 frames if you need more for it to work. Shot lengths are not true parameters until I have more refined content.”

HULLFISH: Right, because you’re trying to imagine: the guy’s head has to turn, the guys body has to twist like this and you think you’ve had enough time to complete the action but you haven’t, or you’ve left too much time and then the person sits there when you really want to cut earlier, right?

LIVOLSI: On many occasions, the review room would become a forum for making your thoughts known in any department. It was a very communal atmosphere. Sometimes Rob Legato or Andy or Adam Valdez at MPC would offer edit alts of little moments and you take them in the spirit in which they were given. You look at them and if they were better than what you already had, then of course they’re going to go in the movie because that’s the important thing…

HULLFISH: It’s all about making the movie better.

LIVOLSI: Thats right.

HULLFISH: From the first assembly or your first radio cut, I’m assuming the timing didn’t change as dramatically as it does on most live action films where you’re 20 or 30 percent over the final theatrical release time?

LIVOLSI: It was pretty much in the ballpark. There was always trimming to be done. That was always a consistent note throughout the entire process from everyone. We needed to trim it here and there but you start with things a little loose because you’re allowing for material that doesn’t exist yet, performances that visually don’t exist, knowing full well that as a last minute thing you can trim back but you can’t add at a certain point. I was always confident that the pacing issue was to some degree due to the early roughness of the material, and as it refined, it became more interesting and pacing issues disappeared.

HULLFISH: What NLE did you use? Avid, I’m assuming?

LIVOLSI: Yes.

HULLFISH: Have you always cut on AVID or have you tried other NLE’s?

LIVOLSI: I have always cut on Avid. At this point in my career I can run my fingers over a keyboard and cut without thinking about the buttons and anything that stops the process of creating or slowing my edit is just frustrating.

HULLFISH: How long have you been on AVID? Do you remember your first AVID gig?

LIVOLSI: When I was an assistant my first AVID gig was a film called “Touch”, edited by Cara Silverman. My first Avid gig as an editor was an independent film called “Spin the Bottle”, never released.

HULLFISH: When you’re cutting something like “Devil Wears Prada” – or any other recent movie – what is your approach to a scene? How does your assistant set up your bins and then what do you do?

LIVOLSI: I use text view on live action films because I like to organize the scenes and takes by their number and letter designations, but on Jungle Book, the shot names were technical numbers and they were incomprehensible so I went to thumbnail view to find shots visually, primarily inspired by the guy that I should now mention— Adam Gerstel —who was the other editor on the show. He was the on-set editor. When they would shoot the live action he would immediately take a feed of it and cut the stuff together so that Jon would be able to see if was working right away. He had first crack at the material, and much of it is in the finished film.

HULLFISH: Can you talk to me a little bit about perspective? Some editors are into the idea of perspective and how that informs story. Can you think of any examples of that?

MARK LIVOLSI: The whole movie was meant to be from Mowgli’s point of view because he’s our main character as well as a real person and therefore someone you can empathize with. I was always aware of that when I was cutting. A scene that specifically highlights this approach is Shere Khan’s first appearance at Peace Rock. At a certain point early on Jon indicated that he wanted this to be more from Mowgli’s perspective. We started to pepper in shots from over Mowgli’s shoulder and Shere Khan from the distance to create that sort of relationship and really make it about the kid seeing him, getting in his head.

HULLFISH: Let’s talk about some specific scenes that we can watch. Do you remember the hibernation scene?

LIVOLSI: The honey stash.

HULLFISH: You kind of talked about that already. Do you remember the specific cutting?

LIVOLSI: There was a concern that Bagheera’s character was too angry when he yelled at Mowgli. We modulated the vocal performance but we needed him to lose his cool for the scene to work. So in the prior scene we feathered in the reaction as it builds…there’s a beat where he is looking at the tricks that the kid has built and he stops and pauses and he has a look in his face and he has a low growl. Suddenly his anger doesn’t come out of the blue quite so much or feel like it’s a surprising reaction.

HULLFISH: That’s something that might be revealed in a screening, right, that the audience is shocked or they don’t like somebody’s reaction so you figure out a way to keep the reaction but you have to do something before it that prepares the audience.

LIVOLSI: That’s right. I think that feathering is a tool that you can use to get people’s expectations to line up with what you deliver.

HULLFISH: Talk to me about Mowgli leaves the pack.

LIVOLSI: That was a scene that had a lot of iterations. We landed on a sort of “Lord of the Rings” beat where everybody is talking about Mowgli, and not noticing that he’s standing there, until he says his line. It’s simple and effective.

HULLFISH: What about where we first meet King Louie? King Louie is played in the dark for almost the entire beginning of the scene.

LIVOLSI: Jon is a big film buff. He loves westerns and Kurasawa films, and those influences can be felt in the film. When Shere Khan comes down on the rock, he wanted to impart the feeling of a character who doesn’t say a whole lot and is very cool and menacing without being bellicose and basically like a gun fighter. Jack Palance was mentioned, from “Shane”. You see nods to Sergio Leone Westerns in certain spots. The King Louie scene was definitely nodding toward both “The Godfather” and “Apocalypse Now.” Rubbing his head, the flick of the hand when he’s talking, those little embellishments are intentional.

HULLFISH: Talk to me about the Kaa scene. Sound design seemed to play a huge role in that scene.

LIVOLSI: There was always a desire to supplement the immersive qualities of the imagery with the sound. This was my     first Atmos film, so it was a learning experience for me and it was incredibly fun to do. With the Kaa scene, her voice was all over the place, in different speakers creating a sense of disorientation that made it subjective to Mowgli’s experience. The sound mixer and sound supervisor threw in subtle sound effects and a little bit of slithering and these great little distant cracks that reminded me of “Blair Witch Project.” One thing we specifically didn’t do was add sound effects to the moments where you glimpse Kaa in the frame before her actual reveal. You might quickly catch a piece of Kaa in the foreground and say “Did I just see something?” and we avoided underlining those moments with sound to make them more ambiguous.

HULLFISH: What about the introduction to Shere Khan at Peace Rock. Mowgli is hiding and you see a long shot of Shere Khan through the wolf’s legs over Mowgli’s shoulder across the water.

LIVOLSI: I think that speaks to what I said before about getting in to Mowgli’s head space – making it from his POV. That’s why we constructed those particular shots through the wolf’s legs making him small which made it more about Mowgli’s perception of this intrusion and less about sort of the general appearance of this character and also kept the tiger reasonably distant so that we could hold back the close up of his burned face for as long as possible. When we finally do reveal it, it’s in a dramatic 3D closeup.

HULLFISH: So that’s kind of the reverse of the feathering, where your like, “I’m gonna hold it back, I’m gonna hold it back and then hit the audience with something hard.”

LIVOLSI: Exactly. I’d throw in the Akela death moment as an example of this as well.

HULLFISH: What about the first introduction of Baloo?

LIVOLSI: We had come from this dark and dramatic moment before this shot and then suddenly it’s Bill Murray. He’s fully revealed in a shot where he pops his head up in the frame. Which always felt to me like a very Chuck Jones kind of thing. I’ve seen that in so many Chuck Jones cartoons, and it’s great, very funny. When Bill Murray did his initial recordings and I cut that material in, that sort of came together quickly.

HULLFISH: This is a great scene to talk about kind of storytelling in shot selection. You don’t do a wide angle into a medium shot and then finally a close up shot on the big moment. We are starting with the close ups.

LIVOLSI: You’re starting from the kid because in the prior scene we ended with the kid seeing the battle and losing consciousness, done in a very subjective way, and when he wakes up we still are in this subjective state but now we are doing it for comedy instead of drama. His POV is a big nose sniffing him. Gradually we pop wider to reveal the bear, then the environment. Each cut reveals new information, which keeps it interesting.

HULLFISH: Can you give me a general approach you take to starting to cut a scene?

LIVOLSI: Every scene will be different in that regard but once you’ve gone through the footage, you often find that there is a lynch pin. There is a moment or a shot or a take that you absolutely know needs to be in the movie and you sort of build outwards in either direction from there. Or you just make sure that you’re inching toward the place where you can use that moment. For example, Emily Blunt in the “Devil Wears Prada” is in the hospital bed with a broken leg. She is eating a bagel and it’s just this wide/full shot of her and she says “so unfair” and she just looks so pathetic. I realized that shot and moment was the apex of the scene and I really had to find my way to that spot.

HULLFISH: That’s fantastic! Thank you so much for all of your time. I really appreciate it.

LIVOLSI: It was great talking to you.

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