The Making of ‘X-Men: The Animated Series’

This interview has been edited and condensed for clarity.

Almost thirty years after its debut, fans of X-Men: The Animated Series will get an inside look at what it took to develop, write, and draw one of the most beloved series of its decade. On sale now from Abrams Books, X-Men: The Art and Making of The Animated Series is packed with nearly 1,500 never-before-seen concept sketches, storyboards, models, layouts, and celluloids, an art-based history on the show that made the X-Men a household name.

In October 1992, a worldwide audience was introduced to X-Men: The Animated Series and its core cast—a team and found family bonded for life by the X-gene that gives them super-powers but leaves them on the outs of society in a world that fears their existence.

A mix of comic adaptations and original stories, X-Men: The Animated Series stands as one of the most successful Super Hero cartoons of all time. And, for many fans, it was their first and most definitive take on the Children of the Atom.

“The ratings we got told us that there were some Saturdays that over half of the televisions in the U.S. were watching our show,” says series showrunner Eric Lewald. “And that's just such a weird, huge thing. It’s like, Monday morning, of course that's what the kids are talking about.”

Over the course of its 76-episode run, X-Men: The Animated Series had tight demands on deadline, direction, and maintaining a constant output of animations traveling domestically and overseas. Series director and producer Larry Houston remembered how demanding the job could be. “No computers. There were no computers then. I brought in my collection of X-Men comic books to work. And when I went to hand out stories to the artists, I'd put them on the Xerox machine, copy the pages I thought were pertinent.”

“Just realizing how many tens of thousands of art elements that were involved in getting a show done,” recalls Lewald. “There’d be half a second of screen time. And that might be eight or nine layers of paint, backgrounds, part of this character, part of this other character.”

We spoke with series creators Larry Houston, Eric Lewald, and Julia Lewald, about the show’s origin, favorite episodes, and where they stand on Cyclops and Wolverine.

We’ll start at the beginning. Larry, you came into the X-Men fold first, working on cartoons as a director and storyboard artist.

LARRY: Yeah, that's correct. I started working at Marvel Productions with Stan Lee back in '81. And I'd been a fan of the X-Men for a long time. And it was myself, [X-Men: The Animated Series co-director] Will Meugniot, and [pilot producer] Rick Hoberg. We were all three fanboys. And it got to a point where we had [executive producer] Margaret Loesch behind the project. And she— I'll say, she found some money in the budget to do a pilot called Pryde of the X-Men.

And so we got a chance to at least try and show the network. We did our best to throw out the kitchen sink. But we had to make compromises, unfortunately.

The people who were banking [Pryde of the X-Men]— Crocodile Dundee was popular at the time. And so one of the executives asked us, “Hey, what about making Wolverine Australian?” And we were going, “Oh, God. No.” But we figured, “OK.” Lesson learned.

JULIA: But because of Larry…!

ERIC: It was valuable what Larry and Will had done. Other people had ideas about changing [The Animated Series] before it came out, making it younger, or sillier, or whatever. And there were times when we just had to put our foot down and say, “No, we're not going to put merchandise in the middle of our X-Men show.”

And then in February of 1992—you got your shot. X-Men: The Animated Series was greenlit.

ERIC: Margaret [Loesch] had wanted to do the show for ten years. Nobody in Hollywood believed the X-Men could be popular. She’d pitch it and pitch it. They said, “No, this is too weird. This is too inside-comic-bookie.” So Margaret could never get it sold. When she got ready to do it, she picked the people that she thought would be the strongest, and she immediately went to Larry and Will. And then, I got called after.

I went into that first meeting in February with, you know, thirty people. And I didn't know a damn thing about the X-Men. I just had to smile and nod my head and say—

LARRY: “Sure, yes!”

ERIC: Yeah. “What that guy Will said! That sounds good to me. Yeah.”

JULIA: There were only three networks. You may have had a few syndicated channels, depending on how big the city was that you lived in. But you couldn't watch TV on your cell phone, you couldn't Google anything. And the X-Men— I'm not being sacrilegious when I say this, the X-Men were a big deal for Marvel. But to the average person on the street… “Oh, the X-Men? Maybe I've heard of them.”

ERIC: Yeah, Margaret Loesch warned us when we were writing stories. She said that you can have 85% to 90% of your audience on Saturday morning not knowing who these people are. Make sure that you're really clear about who everybody is, what their powers are, what the relationships are.

LARRY: Without [Margaret], we wouldn’t have gotten anything. I mean, Margaret was the force behind Spider-Man, Power Rangers, The Tick. She put all those shows out there—

ERIC: Even then, believe it or not, she had to put her job on the line. Her boss said, “Look, I don't get this X-Men thing. It's so dark. It's adults. It's grim. I don't think kids are going to watch this. But you seem to really believe in this.” And she said, “I absolutely believe in this.”

He said, “To the point where if this doesn't work the first season, you're done? I fire you?” She said, “Absolutely.”

LARRY: She never told us that. She never told us that until way later.

JULIA: Yeah, she protected everybody. She took all the battles on herself.

So, Eric, Julia, you’re now at the helm as showrunner and series writers. What’s that first initial step?

ERIC: Well, for me, having to be in charge of the scripts and the stories, I immediately called Larry. Then, [series writer] Mark Edens and I laid out the first 26 episodes…

JULIA: Knowing that there would only be 13 for sure.

ERIC: But Mark was as ignorant to the X-Men as I was. We were just really big into heroic storytelling.

JULIA: Larry, the copy of the compendium you sent Eric… What was that based off of?

LARRY: The [Official Handbook of the Marvel Universe,] yes.

JULIA: And when I say “copy,” I mean you sent Eric the photocopies of this Marvel Universe book. We didn't know who these [characters] were.

ERIC: Looking back on it… I was just very excited. But not being a fan, I didn't have an agenda like, “Oh, my God. I've got 38 different characters, and I've got to get them all into each episode!”

[Marvel Comics Editor] Bob Harras— thank goodness he was our advisor. He said, “Look, there's been 25 years of X-Men comics. There have been all these mixes and matches… He said to Margaret, “You guys take it in the direction you want to, as long as you stay with the spirit of the characters and don't go outside the world we're dealing with.”

How did you go about developing your core cast then? One of the things that was aspirational was seeing a team that was nearly half women.

ERIC: All Julia's doing.

JULIA: No. No, it was not. I wish it was.

ERIC: No, it was dumb luck that it was gender-balanced. Jubilee and Gambit were newer, Marvel wanted to make sure to have them. And obviously, Professor X. And Jean [Grey] and [Cyclops] were the core people from the beginning. And Wolverine's the biggest name in the history of the X-Men. So you're already up to about six. And it happened that a couple of those [picks] were already women.

It's interesting. If you look back at the old memos between Larry and me and Marvel, we started with a core cast that didn't include Beast. And Jean was secondary. And those characters grew as we tried to write the stories. I mean, we put Beast in jail at the beginning because he was [like] a tertiary character. But he asserted himself because he was so different.

JULIA: I think too though, it speaks to— and I'll give credit to Margaret Loesch, that in the project she was passionate about, I don't recall hearing any pushback, “Oh, you got too many girls on the team.”

ERIC: We got that in most of the other shows we worked on. “Oh, you can have one girl.”

JULIA: Right.

ERIC: You could have a “Smurfette” is what we called it. You get as many Smurfs as you want, but you only get one Smurfette.

LARRY: And one of the things [to consider] in animated films is the audio. You didn't want several guys that growl with heavy, deep voices. Jubilee doesn't sound like Rogue, which doesn't sound like Storm, which doesn't sound like Jean Grey.

Larry, can you talk a bit about a director’s role in animated storytelling? I imagine there’s a lot to direct before things are animated.

LARRY: A director is in charge of the show from beginning to delivery to the networks. So I start with the script. When a script comes in, I go through it and read it and see what it's all about. How many props? How many people are going to be in the show?

And I assign that to— it was usually three act shows. So I signed up three different artists. They take the script. I give them notes. They go away. Come back about four weeks later. And they give me a finished storyboard. And then, I have to go through that page by page. It's maybe about 400 pages.

I had to go through the entire show and make sure they did it right. And if they didn't do something that was part of the show or it was very boring, I would go through with yellow Post-its and I would redraw the sequences to something I thought would be more dynamic or interesting. Or sometimes, they drew stuff wrong. Then, once that's done, I would hand it off to a timing director who would actually go through and time the show out. Because it's a 22-minute show. So you don't want to send a 25-minute show overseas because that's not what [the animators] are getting paid for.

And then once the episode is animated…

LARRY: Then, we would get the show back from overseas. There would be good stuff, bad stuff. You'd have to do a retake list. “OK, this is done right. This is done wrong.” You know, sometimes a mouth would be over here somewhere talking… effect shots and action errors.

It's a dual job. I'd be sending shows overseas and getting shows back. And so, you had to keep all this stuff in your head at the same time, shipping shows out, shows coming in, calling retakes, fixing the boards…

ERIC: People don't realize how much overlap there is in an animated show. In a live action show— much easier to write.

When you spoke about keeping each script close to time… I loved that fact from Previously on X-Men: The Making of an Animated Series [Eric Lewald’s interviews with cast and crew] about how “X-Communicators” were used in later seasons to tighten action even more.

ERIC: When Mark [Edens] and I laid out the first stories, we just assumed that the sci-fi Star Trek convention of communicators existed. When there are eight or ten lead characters, it would be chaos for them to try to deal with big action sequences if they had to be within shouting distance.

LARRY: Because I approached the show with about twelve years of being a director beforehand, I knew all the shortcuts of how to make the show fit. And except for some exceptions in Season One, you would rarely see the X-Men walk across the screen. It's like you'll see the group say, “OK, let's go.” And then you'll see the exhaust of the jet.

You know, it's going back to the shows I grew up with, which was Jonny Quest. Jonny Quest didn't have a lot of animation. But when you saw the shot, you could look at it for two days because it was so well drawn and composed. That’s one of the things I was trying to bring to X-Men.

Will [Meugniot] and I were both being introduced to anime too—it was just coming over in the '80s. And we would get these large LaserDiscs and we would— the director was Miyazaki. And we were at Filmation [Studios]. We would just put the disc on. Watch his shows and just analyze it.

One of the things that kept coming to the surface while reading “Previously On” was how X-Men was allowed to cover “serious” adult themes, like the “Nightcrawler” episode, or even Morph’s death. Both of those received pushback from network censors, right?

JULIA: First off, let's give a shout out to the woman who deserves credit. A woman named Avery Coburn who was the Broadcast Standards and Practices person at Fox Kids at that time. And, good Lord, we worked on shows where that kind of gatekeeping can just suck the energy out of a project.

Avery was someone who was onboard with X-Men from the beginning. And if she hadn't been, it wouldn't be the show it was.

ERIC: Because [censors] have absolute authority. I mean, they just say, “No, we can't even talk about someone dying,” much less show someone dying.

JULIA: Religion, are you crazy?

ERIC: Yeah, we can't refer to religion. We can't have sexual banter among the X-Men because, well, they're all living together in the house, and none of them are married!

We had things on other shows where you couldn't be angry at each other.

JULIA: Because they're on the same team—

ERIC: Yeah, yeah. You know, executives asked this: “Why do you keep writing characters who are arguing so much?”

LARRY: They’re a family!

ERIC: Do I have some conflict and drama, or do I not? Or do you want them all to be the six same people smiling at each other?

That gut punch between Wolverine and Cyclops was a particularly big deal too, right? After Morph’s death in “Night of the Sentinels, Part Two”?

ERIC: That was about a two week discussion. That was almost as long as the death discussion. “Can we let [Wolverine] punch [Cyclops]?” Both of them came down to Avery understanding that it was all about grief and it wasn't gratuitous.

LARRY: Right. And we only did it once. But it made the point of setting us apart from Super Friends and other shows out there.

JULIA: And, I'd also like to say, regarding [the “Nightcrawler”] episode—you know, so many folks come up and when we get a chance to actually talk, specific episodes mean so much to them. I'm so impressed with “Nightcrawler” because it doesn't proselytize. It doesn't say you have to be Christian, you need to convert.

It's a respectful exploration about religion and what it means to one person and what it can or cannot mean to someone else. I don't know if you could get away with telling that story today.

ERIC: There's a line that Gambit has at the very end, just before Rogue sees Wolverine in the church. He's basically saying, “Oh, there is no God. Life's just a crapshoot. Just a game of cards.”

And on our first line of notes— it was, “No, you’ve got to cut this out. We can't say something this extreme.” And that's part of the balance with censors. If [Avery] gave me thirty notes on that, I could question a dozen of them and say, “Well, can we do this? Or, “We really need this one thing here.”

JULIA: I have one Avery Coburn story that I’ve shared before. But we found an old memo. It was [an episode] in the Savage Land. And there's volcanoes and stuff— bad things are happening.

But we see a dinosaur fall in a volcano. And a memo from Avery to [executive] Sidney Iwanter is, “OK, you can have this action, you can have that action. But I'm going to need to see that dinosaur climb out of the volcano so we know he's OK.”

LARRY: Julia, this reminded me—when you went to [Fox Studios]. In the first season, we didn't know how kids reacted to the show.

JULIA: We would get the ratings, which came out once a week. And we all read that X-Men was really doing well. And a [Fox executive] said, “Well, come with me. I'll show you.” [We go] out in the hallway, and there were those big milky cartons that hold mail that the USPS uses, there is a stack of those…

And it's stacked up to the ceiling. And they're stacked all around the hall and all the way back. And she said, “Everything in here, these are all for X-Men. These are all kids who love the X-Men.”

LARRY: That's how we found out.

Why do you think it resonated so well with kids?

ERIC: Larry has a theory on it.

LARRY: Part of it is that the show was written so that a younger audience would be very entertained by the laser beams and the explosions. And it was a lot of eye candy.

But these guys wrote a lot of subtext into this so that when people got older and they saw the reruns, they started picking up on what everybody had set up: the adult relationships, how people were being persecuted in society…

JULIA: I think too—the X-Men themselves—the turning into a mutant when you hit puberty, and you maybe become a mutant, maybe you don't. I don't think there's a kid in America that can't relate to feeling so different, so other, so “Oh, my God, what's happened to my world?” that you can't identify. You'll pick out your X-Men.

Who were those X-Men for all of you? Any favorites or someone you loved to write?

JULIA: I always jump in with dear Beast, Hank McCoy. The damaged poet who was just the smartest guy in the room. It was fun writing for him because every writer likes to think that he or she is the smartest person in the room. Here, Beast actually was the smartest person in the room. So writing for him was kind of like, yeah, I can do this. I can keep up with Beast.

And again, back in 1992, no internet. Those quotes that you came up with for him to say, we had a Bartlett's book of quotations. “So he's talking about a battle attack. What quote would you use for a battle?” Writing for Beast was a joy, very much so.

ERIC: I empathized the most with Xavier. I had twenty different people who wrote X-Men for me. And keeping all of them writing—keeping it smooth and consistent… I felt very much like Xavier dealing with eight different X-Men who were all such different people. I very much empathized with the father figure in charge of holding the enterprise together.

Larry, who did you like to draw best?

LARRY: It would be a tie between Wolverine and Rogue. Because Rogue could pretty much punch her way out of anything. And the Wolverine would just slice and dice. Although with Wolverine, I had to be careful because if we didn't have the Sentinels, he would have nothing to do because his power is to eviscerate and disembowel.

Larry, I know you and Will Meugniot had fun planting Easter eggs too. As the comic book fans behind X-Men, you were both responsible for many series cameos.

LARRY: I used to read the comic books in the '60s. I'd be reading a Spider-Man book, and in one panel you'd see Thor go through a panel. And then at the bottom, Stan would say, “If you want to see where Thor's going, buy issue, you know, something.” And he created a connected universe. I wanted to bring that childhood excitement to the show.

But what I discovered early on is that I couldn't call the characters their names when I submitted the work into the system. Because I tried that with Spider-Man—they kicked it out. There's an episode called “Slave Island,” where the writers wrote, “Mutants One, Two, Three, Four, Five.” So, I got my books. I told the artists, “OK, make this the Blob. Make this Mystique. Make this, you know, Sunfire.” I started populating with Marvel characters. But I kept the same names.

JULIA: “Mutant One—"

ERIC: We had to ask to have Captain America in. It took a couple three weeks to get it approved.

JULIA: For the “Old Soldiers” episode.

One of my favorite arcs was your “Phoenix” and "Dark Phoenix Saga." I think it was the best screen adaptation to date. How different was it to adapt so closely from the source material versus working off an original story?

ERIC: The few times we made direct adaptations like with “Days of Future Past” or “Phoenix,” we felt fans of the original [comics] would care about these stories, so we only chose to make changes when we had to. 

Much of both “Phoenix” adaptations had to do with trimming down secondary characters and focusing on a core story. In “Phoenix” that meant focusing on Xavier and Lilandra, since as this huge crisis was playing out, they were the best points of view for the audience. In “Dark Phoenix” we shifted the point of view more to Cyclops because the great crises were happening to the woman he loved, and it made for the most dramatic and heartfelt story.

LARRY: I made sure all the off-world locales matched the comic book stories they were based upon. My fanboy memories of Marvel's alien races went back, so I knew all of them at that time.

As far as staging the battles, I encouraged the storyboard artists to use as much of the staging from the books whenever possible. There are a few scenes in “Phoenix” that I made sure mimicked images from issue [UNCANNY X-MEN #137] "Phoenix Must Die,” like when the X-Men first appear on the deck of the Shi'ar ship.

Anyone else have a favorite multi-parter?

LARRY: “Time Fugitives” would be the one for me. The script came in. And Part Two didn’t match up to Part One in terms of the action sequences.

And so for Part Two, I had to re-storyboard about 40 or 50 pages to match up so that it looked like the same timeline but with new stuff happening. I added the scene of Apocalypse growing out of the building. And he shoots his rays, and he kills the X-Men. So it upped the stakes, like, “Oh, crap. How are they going to get out of this one?”

I was having fun with it. Trying to be a fan and be a professional at the same time.

ERIC: [TO JULIA] I know what your favorite two-parter is.

JULIA: I got to write “Days of Future Past, Part One.” And being challenged to write what we were going to write for a “Saturday morning kid's show.” It was like, how—but everyone—and it started with Margaret Loesch from the top down was like, “You do not write down to kids. You write up. Pretend this is a half-hour live action drama at night and just go for it.”

And I'd never been given that kind of latitude before.

ERIC: “One Man's Worth” was the one that felt rightest to me.

LARRY: Right. Yeah.

ERIC: It's like, here's a story. This is the reason the X-Men exist. Because the question was, “What would happen if Xavier were killed when he was younger?” And there would never be the X-Men. That was such a simple story. I mean, we were ripping off people like It's a Wonderful Life and The City on the Edge of Forever…

JULIA: From Star Trek.

ERIC: You know, you take your inspirations where you can. But it just— when that idea came to me it was like, OK, in four years, this is the best idea I've had for the show. And thank God it happened that I didn't think of it a year after we were done.

JULIA: And it killed me get that Storm and Wolverine are in that awful future parallel universe…

LARRY: Wolverine and Storm in that story— Eric wrote [one of] the first interracial kisses, interracial marriages, in animation. But something else that Eric did—when he created the story One Man's Worth, Marvel liked it so much that they went ahead and it inspired the AGE OF APOCALYPSE.

I was able to take the AGE OF APOCALYPSE designs and incorporate it into Eric’s stories. So you got a chance to see those characters that they designed [for the comics.]

JULIA: This is the first time I'm hearing that. That's wonderful. I did not realize that.

ERIC: We just thought it was your original brilliance.

The series’ theme song and opening sequence though… that was Larry’s brilliance?

ERIC: All Larry and Will Meugniot's doing.

LARRY: I drew the intro. Initially, I drew way, way more images than we needed. Will, who was the Supervising Producer, created the first two dynamic scenes and I followed his lead and culled it all down into the intro that we used. [The Art and Making of the Animated Series] has the full, unedited version I drew.

Oh, and the final music for the intro was probably version number twelve or thirteen. All the prior versions weren’t good enough. We held out until we got it just perfect.

Can we talk about your voice actors for a moment? X-Men delivered some iconic performances.

JULIA: I love me some Hugh Jackman, but I hear Cal Dodd when I think of Wolverine.

Your actors were all Canadian, right? And after an entire first round of auditions, you weren’t finding anyone who was close to a good fit?

ERIC: It was wrong. It was so wrong.

LARRY: They recorded the first show, and it came back to Los Angeles. And Margaret and everybody was like, “Oh, my God, this is awful.” And they had to send Sidney and myself up to Toronto to see what the hell was wrong with the shot and correct it.

Luckily, instead of having traditional cartoon voices, they found actors who worked in the theater. So they had a better range of inflections in the stories. They didn't do traditional Scooby-Doo, or something. They actually put feelings and voices on small words.

And one of the two that I can remember immediately was Cal Dodd. He was not a voice actor. He was a singer. And he came in to do the voice on a whim. And as soon as we heard it, you know: “Don't let him go anywhere! We got Wolverine!”

And exactly the same thing happened with Rogue. [Lenore Zann] came in casually—she had actually turned down coming in to read. I even had to bug her to come in there. And when she did, she nailed it in one take.

Lenore Zann is perfect.

ERIC: I think there was a certain amount of luck in this. I really think that the first recording so freaked everybody out that we all bent over backwards. They spent two weeks in Canada overcompensating and getting the most intense voices they could find in the country to be our people because the first ones were so wrong.

OK, a hard-hitting one now. Are you all aware of the “Wolverine Crush” meme?

ERIC: Yes.

JULIA: [LAUGHS]

LARRY: I've seen that.

I want to turn that meme on its head a bit. So, Jean Crush Edition: Cyclops or Wolverine?

JULIA: Well, you know— I kind of like Cyclops. I swear, Wolverine and Storm need to be together in our universe. So I would hope that Jean and Scott would be a happy couple.

ERIC: I think I respect her adult decision-making and honesty enough that she stayed with Scott through all 76 episodes.

She had the opportunity. And also, Wolverine's had like fifteen, torrid, doomed love affairs.

JULIA: Well, he's older. You know?

ERIC: Yeah, no.

LARRY: Let Scott have one relationship. So yeah, I'd have to go with Scott too.

Cyclops with the unanimous vote!

Wrapping up with a “Where Are They Now” special: Anyone staying up to speed with current X-Men comics? A lot has changed.

JULIA: I'm aware that it has. I've not been keeping up beyond just sort of the casual fan going, “Oh, Jubilee became a vampire? Oh, and she had a baby?”

Yep, she’s a mom now!

JULIA: And didn't Rogue and Gambit get one moment's peace and get a chance to marry for a brief while?

They are still married, yeah! Making it happen. Do you guys think Rogue and Gambit are in it for the long haul?

LARRY: Oh, yeah.

ERIC: Yes. And believe me, an awful lot of people ask us about Rogue and Gambit. That's like the number one— you know, I think that made Gambit even more popular.

LARRY: Right.

ERIC: That unrequited love or the love that couldn't be. Putting that obstacle between two people that are in love and can't be together.

LARRY: Yeah. I think that's what made it classic.

ERIC: And those two were thrown together. Yeah, I think there's something there forever. I think he's just enough of a scoundrel that she likes it, and she's—

JULIA: And he likes her.

ERIC: We imply that he's off with a different woman every night in the show. But he'd give them all up for Rogue.

JULIA: I love it when they get their one moment together…

LARRY: In the Savage Land—

ERIC: —where their powers are repressed, and they're able to kiss [in “Reunion, Part 2”].

JULIA: And they kiss. And I just love it. Gambit is so true to form when he says, “Gambit love you.” It was not, “I love you.”

“Gambit love you.” Oh, my God. [LAUGHS] He can't even say it. But it's close enough for me.

Thank you all. This show has been influential for a number of reasons. I hope you get to hear that!

JULIA: Now that we've had the opportunity to go out and hear from people, it's been thrilling. It's been thrilling to hear from folks that the show was talking to.

LARRY: Eric and Julia and I, we got onto the convention circuit. And it really felt good to actually know that our efforts were appreciated.

We've gotten so many testimonials of people who were at a certain age, very vulnerable, that when they saw the show, it gave them the cognitive words or thoughts to help them through a certain part of their lives when they were either trans or gay or whatever. And it helped them over that part of their lives so that when they got old enough, they had the words to take care of themselves and believe in themselves as being individuals.

The X-Men are bonded by community too, there’s comfort in that, of finding who you belong with…

JULIA: Creating a family.

Creating a family.

LARRY: And that being different is OK.

Order your copy of X-Men: The Art and Making of the Animated Series through Abrams Books today, or purchase at a book store near you.

 

Follow Larry Houston on Twitter at @xmendirector, and Eric and Julia Lewald at @xmentas for more insider info about X-Men: The Animated Series.

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