John Lamb (Part 3)

The Shoot

Tom Waits for No One was released in 1979, but it wasn’t until recently that I began to realize this film had a habit of being a first. For Lyon Lamb, my company at the time, it was our first animated film. It was the first production use of the Lyon Lamb Video Rotoscope, which was the latest in rotoscope technology. It would also be a first job in animation for most of the crew and arguably the first animated American rotoscoped music video.

In other words, we were blazing a mostly uncharted territory. The video rotoscope required extensive testing by the crew to figure out its technical parameters, while also experimenting at how to effectively rotoscope Waits. Lyon Lambs’ intent for Tom Waits for No One was simple: we wanted to make a unique video using this new technology, gambling with a build it, they will come approach.


Several months of preproduction culminated in a solid first draft storyboard. Everybody took a go at designing their interpretation of the Waits character. Then we had the task of figuring out which caricature would best animate and perform the poetic justice that Waits’ persona deserved. The one closest to that vision was created by Keith Newton. Keith was an amazing artist and only 19 years old – and this was his first job in animation. His portfolio came to me via friend of a friend. When I saw his work, he was hired on the spot, even though that spot was in the suburbs of Detroit and we were in Los Angeles. So we had to get him here. Arriving carless and homeless, we set him up near the studio in an unflattering post-war apartment on Olympic Boulevard with a company van, and put him to work. Keith was a drawing machine – reserved, talented, and relentless, coupled with a great sense of humor. Maybe it had something to do with his fresh arrival in a land full of strangers, but somehow the animated Waits became his best friend, at first. Keith would ultimately take on the task of the tortuous rotoscope, which required him to hand-trace 12 drawings for every 1 second of film.

All of that in place, we were now prepared to tackle the live action and we needed a stage. We found a vintage art deco facility, the old La Brea Stage in Hollywood – a fading relic from a by-gone era that was perfect for our scenario and comfortably fit our budget.


The grips plugged in the lights and experimented with the sound levels on the boom mics. Our set was a raised, faux back porch with hand railing and steps leading down to the “street”, an early 1940’s street lamp, reference points to indicate a curb and sidewalk, two agency dancers, and someone’s pet dog. To shoot the live action, two rolling storyboards gave us the general direction. We utilized 5 video cameras: 2 high, 2 low, and 1 handheld. The sound system was double checked as the lighting was readjusted. The camera operators were testing their video signals and correction levels, while make up was being applied to the dancers. The crew was ready. Where’s Tom?

Tom finally arrived in the conspicuous T-Bird, newspapers and all. He steps out of the Bird wearing a slept-in looking wrinkled old suit and carrying a duffel bag. He cautiously walked toward us, yanking on his tie and adjusting his Stetson, then gruffly asked for directions to the dressing room. “Whew, he’s going to change that suit”, I thought. He sure enough changed, right into another wrinkled old suit. Then he said, “Excuse me, but can somebody get me a pack of no filter Viceroys?” A crew member obliged. Tom paced back and forth as tensions grew until the hard to find Viceroys finally arrived an hour later. Once the Viceroys arrived, Waits became a professional.


It was time for the cameras to roll and for me, it seemed miraculous that it was all coming together. Waits sang while the background music set the mood. He just owned the place, all of it, and moved like silk gravel. We did six individual takes with two separate dancers. Between takes, Tom joked to the cast and crew in a sardonic repartee wrapped with a sense of humor that put everyone at ease.

Although our rolling storyboards made for good reference, in reality it felt like we were shooting on the fly and everything was organically falling into place at its own pace. As changes were made to the story during the shoot, we would take an occasional break and Tom would slip away to slowly work a Viceroy while sitting on his haunches, like he was alone in front of a campfire.


The whole animation and production crew was there: Keith Newton, David Silverman, Garret Smith, Mike Cressy, Ray Roberts, Gary Beydler, Steve Rogers. Every one of these talented people were hired because they shared the vision and the excitement I had for this project. We felt like it was the beginning of something great, and wanted to be part of every step. Somehow, though, we were all looking at the live action shoot through an animation lense – and we couldn’t wait to get started on the art.

With five cameras rolling and six takes, we ended up with thirteen hours of Waits footage that would soon become Tom Waits for No One.


Part 1: The Story

Part 2: The Scrapbook

(Credit: ©John Lamb)

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3 responses to “John Lamb (Part 3)”

  1. Dick Saar says :

    Good stuff Johnny…..

  2. Mike Durham says :

    Finally had a chance to catch up on my reading. Great article, very cool to see the effort that went into making a video like “Tom Waits For No one” and is a great insight to the inner workings of such a feat.

  3. Dre Hund says :

    Bought some cells from John many years ago when he tossed up a few on eBay. The backgrounds were repro….which makes sense.
    I’d love to see some cells mounted in boxes for that 3-D effect one sees now with space between the background art and the cell. A gallery of these in the presentation would be wonderful.

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