Month: June 2026

Film #43: Theodore Rex (1991–1992)
Directed by Jonathan Betuel
Production Designed by William Stout

Theodore Rex is easily the worst film I have ever worked on. In fact, it is one of the worst films ever made by anybody, anywhere in the history of cinema. How bad is it? To give you just a small idea, it stars Whoopi Goldberg in a part written for Val Kilmer (!). It is the most expensive direct-to-video film ever made. It is the only film I have ever walked away from, putting me in direct violation of a huge Unwritten Rule in Hollywood.

It didn’t start out bad. The basic premise: Theodore (Teddy) Rex lives in an alternate reality in which dinosaurs and humans co-exist. Dinosaurs are treated as second-class citizens. More than anything, Teddy wants to be a New York Police Department detective. A dinosaur is murdered. The NYPD response is “So what? It’s just a dinosaur.” Teddy is determined to bring the dinosaur’s killer to justice. His NYPD human partner is played by Whoopi Goldberg.

Jonathan Betuel is a wonderful director and one of the nicest guys I have met in The Biz. He directed My Science Project, which also had a dinosaur or two. He also wrote The Last Starfighter.

I strive for originality in the films on which I work. Theodore Rex was no exception. The producers had something else in mind. Things went well at first; then we began to butt heads.

I think it first went south as the result of a practical joke.

One morning, the main producer asked me if I would like to participate in playing a practical joke on Jonathan, the film’s director. We staged a huge mock argument between the two of us that culminated in my exploding with rage, quitting the film, and leaving the building (I actually just went downstairs).

Jonathan and the line producers were totally shocked. I waited a while, then came up the stairs. The producer greeted me, pulled out his wallet, fished out a buck, handed it to me and said, “Okay — here’s your dollar raise.”

The problem? I out-acted the producer. I showed him up, plus my improv hit too close to home. A wall came down between us, not intentionally on my part.

It all started out nice, though, and I carried on as the production designer, nevertheless. Here are some early designs I did for the film featuring Theodore (a.k.a. Theo or Teddy):

More to come…

Here are the rest of the dinosaurs from the Factasaurus segments from Dink the Little Dinosaur TV series:

Coelophysis:

Hadrosaurs:

Corythosaurus:

Pachycephalosaurs:

Tyrannosaurus rex:

Archaeopteryx:

Film #42: Dink the Little Dinosaur (1990)
Dinosaur Consultant: William Stout

Dink the Little Dinosaur was an animated kiddy TV series.

I didn’t touch the main stories at all. I was hired to create the show’s “bumpers”. At the end of each episode, there was a segment called Factasaurus, a short little bit of fairly realistic animation that conveyed actual facts about dinosaurs.

The dinosaurs in the Factasaurus segments were based on drawings I drew for the show. Here are some of my drawings of the dinosaurs that were chosen for examination in the various Factasaurus segments:

Apatosaurus:

Brachiosaurus:

Prosauropod:

Iguanodon:

Prehistoric Turtle:

More dinos next posting…

Copies of the Dink the Little Dinosaur show are available to purchase via the internet if you look hard enough. Unfortunately, none of the DVDs of the show I have found contain any of my Factasaurus bumpers. One or two Factasaurus bumpers are available to watch on YouTube.

Film #41: Tremors (Original Title: The Descendant; released 1990)
Directed by Ron Underwood
Creature designed by Ron Cobb (1978)
Concept Design art by William Stout (1978)

Producer Arnold Leibovit got the necessary contact info and desperately approached Ron Cobb with a pitch. Arnold needed a creature design for his film The Descendant. Arnold was pretty relentless; he pressured Ron enormously, day after day, and just wouldn’t quit.

Finally, to get rid of him, Ron quickly drew the following on a restaurant placemat during lunch:

Not long after that, I was also approached by Leibovit. He needed presentation art to attract funding to his The Descendant project. As with Cobb (Ron and I compared notes), Arnold was relentless. I finally gave in, drew these two scenes to get rid of him, then told him, “No more”.

It took a long time (about twelve more years) — but The Descendant finally got made (as Tremors), a fun and decent little horror film starring Kevin Bacon and Fred Ward.

Adding More to The Descendant/Tremors story:

I was just informed by Jonathan Melville, the author of the book on the making of Tremors, that The Descendant, while similar in some ways, had nothing to do with Tremors. The Descendant began prior to Tremors. For a while both films were being developed at the same time (something in that time period’s zeitgeist, perhaps?). Then, The Descendant stopped being made once Tremors was in production. Arnold Leibovit, the producer on The Descendant, had nothing to do with Tremors.

Film #40: The First Power (Original title: Transit) (1990)
Directed by Robert Resnikoff
Concept design by William Stout

I got a call from my friend Buzz Feitshans (my line producer on Conan the Barbarian and First Blood). He had recommended I get hired to come up with some unique visuals for the killer in the film Transit — later renamed The First Power, a film being produced by a friend of his.

I was suffering from a very bad flu at the time. I couldn’t work at all. Two days later, I began feeling better, so I slowly but surely began on this design job. I did this as a favor to Buzz; I would have much rather stayed in bed until my flu was over.

I came up with something I thought was really creepy, something that had never been seen on film. I had the killer pull a light brown plastic bag over his head. Then, with his fingers, he gouged out two eye holes and a mouth hole (see the lower left drawing). I liked having him create a monster face live, right before your very eyes.

I got the designs over to the production — but I was too late.

“Sorry — the bloom is off the rose” is what the film’s producer told me. My flu had taken too long.

I was working out of Sylvester Stallone‘s studio (he sculpted as well as acted). He had an incredible collection of Antoine Louis Barye bronze sculptures there. It was Frank Frazetta who turned me on to the extraordinary animal artists Barye and Bob Kuhn. I later took a workshop with Bob and helped him out with the structuring of his classes.

Bob and I became friends. I’d see him when he was in the L. A. area; and when I was in Tucson, We’d get together. We did some plein air painting together in Sedona.

We remained good friends right up until his passing.

Here are some more drawings I did for the John McTiernan version of A Princess of Mars:

John Carter gets surprised by a mound of fur.

John Carter on a flyer.

(Above) Woola and a Sleegat

I did loads of other pictures but, unfortunately, I never got copies of them (highly unusual for me).

All of the effects for our version of A Princess of Mars had to be done practical, as CGI (computer generated imagery) was still in its infancy.

Then, Jurassic Park came out.

Director John McTiernan came to work elated.

“I just saw Jurassic Park! We can do all of the Martian creatures using CGI!”

“John,” I said, “How much CGI do you think there is in Jurassic Park?”

“It’s all over the place! There are loads of CG dinosaurs all throughout the entire movie!”

“John…I did some investigation. There are no more than ten or twelve minutes of CGI dinosaurs in the film — the rest of the dinosaurs were detailed puppets and robotics built by Stan Winston‘s guys. They gave me a secret tour of their shop. Those ten minutes of CGI took two years to produce.”

John was immediately crestfallen and depressed. He had a “Play or Pay” deal on Princess. As soon as his time was up, he collected his check and left the picture. I went back to painting my beloved Antarctica. The 45 paintings in my Antarctic series became my first museum one-man show.

See you this weekend at Heroes Convention in Charlotte, North Carolina!

Continuing A Princess of Mars:
From Day One on A Princess of Mars, we were having real trouble with the Martian creatures. I was instructed to design suits for elephants and camels. They would become the movie’s zitadars and thoats.

We had to eliminate the two extra arms of the tharks.

Major changes were being made to the script almost every day, it seemed — and mostly not for the better. In one version, John Carter was a wise-cracking smart-ass, definitely NOT the character in ERB’s books.

It was depressing. I wanted to quit after just two days. My friend and Edgar Rice Burroughs uber-fan Robert Barrett convinced me to stay on.

“If you leave the film, there will be no one left in ERB’s corner.”

Film #39: A Princess of Mars (1990)
Directed by John McTiernan
Production Designed by William Stout

This was the first of a few proposed movies I worked on based on A Princess of Mars, the first John Carter of Mars book written by Tarzan author and creator Edgar Rice Burroughs. A version finally got made — but not any of the ones I worked on.

I was not the first designer on A Princess of Mars. Upon my hiring, I was given a huge stack of art to go through. There was art by Ralph McQuarrie, the Jim Henson Studio and Ron Cobb. I kept what I thought was appropriate to my own vision of the film (which was not much) and set the rest aside.

I was working with line producer Buzz Feitshans (Buzz was my line producer on Conan the Barbarian and First Blood) and director John McTiernan, who had directed, among other good films, Die Hard and The Hunt for Red October.

My office was right next to John’s. One day, I overheard him say:

“Virginia…Does he have to be from Virginia? Alaska is a much more butch state.”

I put down my pencil and walked into John’s office.

“John,” I said, “John Carter was a captain in the Civil War — and he was on the side of the war that lost. Devastated, Carter packed up and headed west, in an attempt at isolation. Instead, he gets caught up in the Southwest wars with the Indians (Apaches, as I recall). Mysteriously transported to Barsoom (Mars), he ends up in the middle of a worldwide civil war. He ultimately realizes that his destiny, the one thing he is better at than anyone else on two planets, is being a warrior. If you have him come from Alaska, you lose all of that rich and marvelous backstory.”

I tackled the design of Helium, the capital city of the red Martians. My thought process went something like this:

I saw Helium as being analogous to Beirut. Helium’s core was a gorgeous city. But the farther one got from the city’s core, the more evidence of war was encountered, until one reached the very war-torn outskirts of the city.

As a starting point and inspiration for the architecture of Helium, I began with the great designs of the Austrian architects, Otto Wagner and Josef Hoffman. Here are some of their designs that influenced my own film visions of and designs for the city of Helium.

One of the things I love about being a production designer is the education I get regarding architecture.

Unfortunately, I don’t have any copies of my Helium designs. Except for a few crude xeroxes, I was unable to get copies of most of what I did for A Princess of Mars.

Next entry: John Carter and the Creatures from Mars.

Film #38: Lost World (1989)
Directed by Chuck Russell
Production Designed by William Stout

Lost World was a 1989 film project proposed by director Chuck Russell. He hired me to do a presentation painting to use to get financing for the project. It had nothing to do with either Sir Arthur Conan Doyle‘s The Lost World or the first sequel to Jurassic Park.

I drew a couple of thumbnail roughs:

The second one was approved.

I did a quick acrylic painting in a kind of semi-Frazetta style.

This 24″ x 48″ painting took just one day to paint, as I recall; no more than two days max. Sometimes, my paintings just seem to fly out of my brush; sometimes they don’t. This one did.

I loved working with Chuck; he’s a high-energy, very positive guy who always let me do my best. He and I both like to work fast.