One of the most popular characters in recent animation history is the swashbuckler Puss in Boots from DreamWorks Animation’s Shrek films. Equal parts rogue and hero, and played with feline gravitas by Antonio Banderas, Puss finally has an adventure of his own in the new film aptly titled Puss in Boots. Not just a spin-off from previous films, this movie is a prequel, and tells the story of how Puss came to don those oversized boots and claw out his own legend.

Chris Miller, the director of Puss in Boots, has a long association with the fairy tale franchise, beginning with his role as story artist (and actor) on the first Shrek film, then as head of story on the second, and finally as co-director of the Shrek the Third with Raman Hui. A graduate of the prestigious California Institute of the Arts, Miller also worked as a story artist on the first DreamWorks CG film Antz and is the voice of the penguin Kowalski in the popular Madagascar films. On the eve of the film’s release, Fantasy Magazine had a chance to talk with Miller about Puss’ new adventures and what it was like to revisit his fantastical world.

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Thanks for sitting down with us, Chris. So you’ve had quite a bit of experience playing around with fairy tales. Puss in Boots obviously grew out of the very successful Shrek films. Did you feel like you had to be faithful to those films in any way? Did you feel constrained by them?

That was really our biggest challenge, making sure we were doing something different this time. When I was working on the first three Shrek films, we were all very much in the mode of parodying every fairy tale we could possibly think of. It was great fun, and such a great playground. But I think even by the end of the third one, I’d had it with that! [Laughs] Not only had Shrek done it to death, but I saw it creeping up in other pictures being made. It just seemed like an idea that had run its course as a comedy engine.

Now we knew that we were going to have the fairy tale world as a backdrop in Puss in Boots, we wanted to make sure we didn’t end up just parodying them. We wanted to take the original stories and put a new spin on them. We wanted to take these nursery rhyme characters and turn them into legendary figures. The stories that you may have heard in the past or thought you knew, well, we think they turned out differently than you expected. And since we weren’t satirizing anything, we wanted to make sure the film was all about character and interesting relationships, and let those drive the comedy.

The fairy tale world is definitely in the fabric of the movie and part of the landscape of the film. And I think our approach worked out well. It made for more interesting storytelling.

Puss in Boots was certainly one of the most popular characters in the Shrek films. What drew you back to tell his story?

I always loved that cat. I gravitated towards him. I was always fascinated by where Puss had been before. In the Shrek films, he was always referring to some great adventure he’d been on or some huge conquest or other weird thing from his past. But they were always just little snippets of experience and nothing more. I wanted to know: Where’d he get those boots, where’d he get that accent? What’s the deal with that guy? He was really appealing—a normally proportioned cat dressed up, but bold, animated, and romantic. Of all the Shrek universe characters that came along, he was my favorite. He always stood out.

What’s different about this Puss in Boots from the one we know from the other films? 

I think the character was pretty wide open in terms of where we could go with him. Puss in Boots is at his funniest when he takes himself too seriously, which he always does. Puss sees himself as a very important figure and takes life very seriously. Everything’s very dramatic around him. It made it easier to attach a very tragic story to his life. It’s a story of redemption, and he sort of walks a dark path with a hole punched in his heart. He has to go on this incredible journey to clear away the sins of his past. Reclaim what was his. The heavy dramatic themes lend themselves to the character. He’s got this really big heart, but is also quite devilish.

What were some of the inspirations for Puss in Boots?

We were really attracted to the Spaghetti Western style and structure early on because it seemed to describe Puss and his world really well. It was great on a visual level, too, with bold, dramatic compositions. A wonderful sense of scale, just like the old Sergio Leone films. I could see this little cat walking around in the vast desert, epic and stark. We drew a lot of inspiration early on from that, but then realized after a short time that we didn’t just want to do a Spaghetti Western. We’d end up painting ourselves into a corner and limiting the story we could tell. But it’s a thread that runs through the whole movie.

We started drawing inspiration from other characters too—Zorro, of course, and even Indiana Jones for the adventurous side. We even have a little James Bond as well as Clint Eastwood of the Leone films. We tried to draw on all the big screen legends because we wanted to tell that sort of epic, legendary story. Even the fairy tale bits were pumped up to legendary levels.

How did you select the particular fairy tales that you adapted for Puss’ story?

The one that seemed to present itself most to me was the Beanstalk and the Land of the Giants. We really wanted to go on the quest for the Golden Goose too. The Land of the Giants was also an opportunity to leave the planet for a while, to go to another world where we can make things fantastic and surreal and stranger than we could otherwise.

We looked for places where we could exaggerate, though. Jack and Jill, for example, have this weird mythology surrounding them. They’re thuggish, brutal outlaws, yes, but then they have this strange carriage driven by black hogs. It’s supernatural and really makes the characters stand out in new ways.

So what happened to the giants? In the old Warner Brothers or Tom and Jerry cartoons, there was always a giant at home in the castle.

Right, you always encounter the giant. I remember the one in Mickey and the Beanstalk. He sits down on top of a cottage and rolls his own giant cigarette and starts smoking it!

You don’t see that anymore!

Yeah! But all those giants were great. For a long time, we planned on a giant, too. For a good year and some change, we thought “Okay, we’ve got to make the giant special, how’re we going to do that?” We tried a dozen different things to make him interesting and unusual. It always seemed to stall out. No matter how big or angry we made him, it was underwhelming story-wise.

At one point, we had this storyline with him where the giant had a castle in the sky that floated around the world. It was made up of all this fantastic machinery and this sort of map room of the universe with rotating planets that he had built. He had the Golden Goose, and he’d melt down the eggs and shoot the gold out into the sky. He was making shooting stars! If you looked out into the sky at night and saw a shooting star, it was actually a golden egg. It was all cool and surreal, and we had some great concept art. But after awhile we remembered that the movie was called Puss in Boots! [laughs]

We had a lot of detours and some of them were fun, but we finally just came to the conclusion that the unexpected thing for the giant was to not have a giant. But we kept the giant Mother Goose, and tried to keep her a secret and make it a spooky castle. Of course, she ultimately ties into the story and to Humpty’s plan really well. Humpty knew she’d come back to the town looking for her baby. Once we settled on that, it all seemed to click.

Right, and so the villain isn’t a giant at all, not really even the giant goose. In addition to all the great bad egg puns and jokes, what was the inspiration for making Humpty Alexander Dumpty the villain? In the original fairy tales, he’s always the guy you sort of feel sorry for because he fell down.

Right, he gets the short end!

So what made him the perfect antagonist for Puss?

We loved the idea of having Puss and Humpty first bonding together as orphans. They didn’t know who their parents were, or where they came from, but they had each other. Humpty is this smart, dreamy kid who has big plans for his life, but he’s living in an eggshell. He’s an outsider and the other kids pick on him. He can’t execute any of his grand schemes. But then Puss comes along and completes that side of him. Puss likes this guy who has huge plans and thinks in fantastic ways. Puss wants to be his right arm. They become a strong team.

And since Humpty’s a thinker, we wanted to have him be an inventor, too. He’s got some Da Vinci in him. He builds things. He schemes.

Do you think his scheming is part of his undoing, then? Maybe he schemes too much in his plot for revenge?

Certainly! He takes it way too far. He gets to a place where he can’t undo what he’s started. There was even an older version of the movie where he hadn’t planned on the destruction of the town at the end. He’d considered himself such a master thinker, but he missed one little detail—that Mother Goose was going to come back. But that version didn’t work for the end of the movie. I loved that it brought Puss and Humpty together but it took away all the villainy in the film. The third act just kind of played out without any jeopardy or chance for Puss to be a real hero. There were a lot of different versions of the story along the way.

Antonio Banderas and Salma Hayek (who plays notorious thief Kitty Softpaws) have a lot of great chemistry together in this film. Do you think that grew out of their prior experience working together?

Definitely. They were really good friends going into this film. I think that was especially helpful for Salma, who through osmosis knew how Antonio would read a line, so in her mind she had someone to play off of. It made it a lot easier for her. We were fortunate enough to get them together for one recording session, though, which was great because they could play off of each other and really go off script and make some stuff up and enjoy playing the scenes. Those were pivotal scenes in the movie, too. They have a real natural way with each other.

I know it will be hard to choose, but what were your favorite scenes in Puss in Boots? There’s some intense action and some great character moments, too. Anything stand out to you?

That’s hard. There were quite a few. I’d say the one that stands out most for me is the cat cantina scene. From front to end, it contains everything I like in movies, and this film in particular. The tone is spot on, I think, and the playfulness and fun of the scene is great. It looks stunning, and has a musical number in it! Crazy dancing—all this stuff I just love.

I also really loved the first part of the flashback where Humpty and Puss are kids. Everything came together visually and story-wise for me. It has a nice, easy charm, and I’m happy it came across the way it was supposed to.

Were there any really technically challenging scenes?

The cloud world, the land of the giants. I don’t even know where to begin with that! It was a several-year journey to develop that from concept to finished look. I think it turned out amazing. The beanstalk looked incredible, too.

So Puss rides off into the sunset at the end, presumably to more adventures. He’s redeemed himself in a big way, but you get the idea he’s still got a ways to go yet. Any idea what a Puss in Boots sequel might look like? Any hopes for continuing his story?

I would love to make another one. If this one is received well enough and DreamWorks wants to make another one, I’d love to do it. As long as it’s a story worth telling, well, I just go back to Puss. We need a story that includes a significant life-changing experience for him. That’s the stuff that makes all films memorable, really. There has to be an honest event being described in a story that really alters your characters. All the fancy pictures and funnies won’t cover things up at the end of the day unless the story’s something special and stands the test of time.

Thanks again, Chris. Good luck with the film!

You’re welcome. I had a blast working on it!