How Hayley Atwell Became 'Old Peggy Carter' For CAPTAIN AMERICA: THE WINTER SOLDIER

How Hayley Atwell Became 'Old Peggy Carter' For CAPTAIN AMERICA: THE WINTER SOLDIER

With pre- and final visual effects stills of Hayley Atwell's emotional scene as Peggy Carter in Captain America: The Winter Soldier, a VFX supervisor explains how the aging effect was achieved. Check it out

Lola VFX is notably responsible for the impressive pre-super soldier Steve Rogers, or "Skinny Steve," effects in 2011's Captain America: The First Avenger movie, but for this year's sequel and Marvel's latest box office success, Captain America: The Winter Soldier, the company was tasked with not only recreating "Skinny Steve" for a quick flashback scene, but also transforming actress Hayley Atwell into an older Peggy Carter for her one heartbreaking scene opposite Chris Evans. According to the FX Guide, Lola VFX initially planned to achieve "Old Peggy" by filming Atwell with no make-up, "do a further shoot with old age prosthetic make-up applied," and then "carry out a digital facial re-projection of the ‘old age make-up Atwell’ onto her original body." However, due to the prostetics "restricting" the British actress' performance, the Captain America: Winter Soldier crew resumed the make-up process with a young actress that ressembled Hayley Atwell. “We did three tests with the lookalike,” explained Edson Williams, the Lola visual effects supervisor. “Each test got increasingly better than the prior test. With each iteration of the test, the make-up artist would make the appliances thinner and thinner and by the end was some of the best prosthetics I’d seen. But it still wasn’t quite what we were looking for.” 

Then an elderly actress was cast and brought in “with the intention of seeing what real skin looked like; t
ranslucency, how does the skin sag, how does it move as she talks? said Williams. “I said, ‘Let’s try something that we’ve never done before.’ I wanted to take the performance of the elderly woman that we had shot in a rig with eight cameras and project the skin onto the original Hayley footage that had been shot on set. We took a still frame of the skin and tracked it onto the original photography, and it looked so good. The way we did it – it was amazing – you could still see Hayley, her eyes, her mouth, her underlying structure, but we just lifted the creases and cracks and age from the elderly woman and transposed it onto Hayley’s young face.” It was then that the Lola team brought back the elderly actress to film the scene with more accuracy and at a higher frame rate. “We brought her back to Lola and re-shot her with this new technique in mind,” continued Williams. “She performed all the lines and all the emotion of the original Peggy footage. The first time she was just delivering her lines, but the second time she met the cadence and the performance of Hayley.” For an even more in-depth explaination as to how the Lola visual effects team created "Old Peggy," make the jump over to the FX Guide. However, you can see a shot of Hayley Atwell's Winter Soldier scene  (above) compared to the finished product (below), and other official stills via Luma Pictures.

After the cataclysmic events in New York with The Avengers, “Captain America: The Winter Soldier” finds Steve Rogers, aka Captain America, living quietly in Washington, D.C. and trying to adjust to the modern world. But when a S.H.I.E.L.D. colleague comes under attack, Steve becomes embroiled in a web of intrigue that threatens to put the world at risk. Joining forces with the Black Widow, Captain America struggles to expose the ever-widening conspiracy while fighting off professional assassins sent to silence him at every turn. When the full scope of the villainous plot is revealed, Captain America and the Black Widow enlist the help of a new ally, the Falcon. However, they soon find themselves up against an unexpected and formidable enemy — the Winter Soldier. Starring Chris Evans, Scarlett Johansson, Sebastian Stan, Anthony Mackie, Cobie Smulders, Frank Grillo, Georges St-Pierre, Hayley Atwell, Toby Jones, Emily VanCamp and Maximiliano Hernández with Samuel L. Jackson and Robert Redford, “Captain America: The Winter Soldier” is directed by the team of Anthony & Joe Russo from a screenplay written by Christopher Markus & Stephen McFeely and is based on the ever-popular Marvel comic book series, first published in 1941. Marvel Studios’ President Kevin Feige is producing the film. Executive producers on the project include Alan Fine, Louis D’Esposito, Victoria Alonso, Michael Grillo and Stan Lee. The creative production team on the film includes director of photography Trent Opaloch, production designer Peter Wenham, editors Jeffrey Ford, A.C.E. and Mary Jo Markey, A.C.E. and three time Oscar®-nominated costume designer Judianna Makovsky. “Captain America: The Winter Soldier” is set for release on April 4, 2014.
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Filed Under "Captain America" 5/3/2014 Source: FX Guide, Luma Pictures
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MrBatmor - 5/3/2014, 9:11 AM
That scene was incredible...
Pedrito - 5/3/2014, 9:11 AM
Freaking awesome movie.
SuperCat - 5/3/2014, 9:11 AM
GILF. Yeah, I said it.
MrDonut - 5/3/2014, 9:12 AM
Old Peggy Carter was brilliant, the whole film was but I couldn't but feel impressed by how they made her look, half thought they got a different actress for it.
Scarilian - 5/3/2014, 9:12 AM
Care more about the Winter Soldier arm and how that was done rather than Peggy - as Peggy felt a little forced into the film considering she appears for one scene only that is never brought up again... Ah well, still an amazing movie.
patrat18 - 5/3/2014, 9:13 AM
Amazing512 - 5/3/2014, 9:14 AM
I almost shed a tear during that scene. Brilliant film
batz11 - 5/3/2014, 9:15 AM
Look-alike is roaming this planet?

batz11 - 5/3/2014, 9:17 AM
LMAO 'Cat!
ComicsBornAndBred - 5/3/2014, 9:18 AM
Cap2: Greatness personified
Hayley was great in that scene. I almost had tears. Her and Chris have great chemistry.
TheRationalNerd - 5/3/2014, 9:19 AM
I felt so sad for Bucky when he was forced to go back into losing his memories and being reprogrammed.
Tuuralihn - 5/3/2014, 9:19 AM
Damn when she glitched and went back I almost cried.
ComicsBornAndBred - 5/3/2014, 9:19 AM
Wait there's a Hayley Atwell look alike??? Out ther in the world? There's two gorgeous British hour glass figure immensely talented acting women roaming this planet wow!

Everyone has a doppelgänger somewhere haha
TheRationalNerd - 5/3/2014, 9:20 AM
I dunno about crying from those scenes but I do agree they were very emotional.
Nivekian - 5/3/2014, 9:21 AM
Well, most people I know didn't think it was the same actress and an actual old woman, so as a make-up artist that doesn't mean it was good work.Well as far as translating old, yeah it worked, but it didn't transfer as Old Peggy Carter. Now that I know they threw out practical effects and went digital, chances are that is why so many people disconnected. Digital effects are not always the best option, Hollywood got to understand that in some cases.
Starfox - 5/3/2014, 9:21 AM
great scene. Very deep and well done.
FastFlames - 5/3/2014, 9:22 AM
So freaking powerful.
JamesMan - 5/3/2014, 9:24 AM
Scene was great but old Peggy Carter was the most horrifying thing I've seen when using the "aging CGI".
TheRationalNerd - 5/3/2014, 9:25 AM

Very true, we discussed the topics of late adulthood in my psych class and it really brought up a lot of thoughts of how helpless most elders are, especially when it comes to Alzheimer's disease. There's many ways to enhance the ability of your frontal lobe functioning but eventually you'll have to give in to what life has planned for you. The best we can do is enjoy every moment now while we have it. :)
ShelfPorn - 5/3/2014, 9:27 AM
I loved the scene, but it still left me curious as to whether or not her huge rack maintained well with age. I could have used a couple shots that delved more deeply into that. But other than that it was a great scene.
MexicanSexyman - 5/3/2014, 9:28 AM
I thought the filmmakers used a real old lady for that scene. Movie magic is a wonderful thing.
Null - 5/3/2014, 9:29 AM
Emotional scene indeed..

I didn't know that they did that to her. I just thought they got an older character. Makes that movie even more impressive. Too cool!
InfiniteMonkey - 5/3/2014, 9:29 AM
Its a pity Cap never banged her that night he got drunk in the first movie,...or did he not?...LOL
McNyagano - 5/3/2014, 9:29 AM
Man I was holding back tears when watching this scene, my mates were there xD But great job in the VFX department. I thought it was all make-up:o
MrCBM56 - 5/3/2014, 9:29 AM
This scene made me sad for Cap, not so much for Peggy as she's doing and experiencing what any other human will.
GA15 - 5/3/2014, 9:31 AM
felt bad for cap seeing the woman he care for like that.Captain America was such good movie.the only movie i want see is Guardian.
GiantNerd - 5/3/2014, 9:31 AM

patrat18 - 5/3/2014, 9:33 AM
Tears? It was a good scene, but tears?
peppy - 5/3/2014, 9:37 AM
great movie truly something special
AlexanderLykins - 5/3/2014, 9:39 AM
Deep stuff indeed.
AlexanderLykins - 5/3/2014, 9:43 AM
Hayley Atwell has big breasts.
Greengo - 5/3/2014, 9:47 AM
Kayo - 5/3/2014, 9:49 AM
good was awesome
SageMode - 5/3/2014, 9:50 AM
Pretty emotional tear jerker scene with Peggy, especially when she started crying showing signs of Alzheimer's. Smh.

MrZurEnArrh - 5/3/2014, 9:55 AM
Yeah, they really did a good job on the emotional level of all the carachters involved! This movie was rock solid on all levels!
marvel72 - 5/3/2014, 9:56 AM
such a powerful scene,just like the ending of the amazing spider-man 2 you know the iconic scene involving spidey,gwen & green goblin scene.
GinjaNinja - 5/3/2014, 10:03 AM
3 powerful scenes. This one, when winter soldier had to lose his memories again, and when bucky was beating cap up/pulled him from the water. dem feels bro...
MrZurEnArrh - 5/3/2014, 10:04 AM
Thaks for the mega-spoiler!!! You know some people would prefer not to know that kind of things before actually watching the movie right?
AlexanderLykins - 5/3/2014, 10:06 AM
You could see on Steve's face after that. It got to me a little.
MarvelmaniaVII - 5/3/2014, 10:08 AM
I loved this movie, but that scene was the worst in the movie. The acting was great but VFX just took me out of it. The way her mouth moved was just off to me, not to rain on anyone's parade. Just my opinion.
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