Alex Kropinak heads to bed each night knowing full well he might face another restless sleeping session haunted by the visage of a mental organism designed only for killing, but despite nearly assured nightmares, he counts animating Marvel Superheroes: What The--?! as his dream job.

Revered by What The--?! co-conspirators Ben Morse and Jesse Falcon as a kind of stop-motion sorcerer, Kropinak himself maintains a humble demeanor regarding his part in bringing the team's scores of humorous shorts to life in his various roles as director, co-producer, co-writer and voice actor.

Read part one of our interview series with the What The--?! team as Kropinak gives us a behind-the-scenes look at the labor of love that is making M.O.D.O.K., Deadpool and countless others delight fans on

ComicsAlliance: Can you tell me a little bit about how you got started working in animation? Which education/work experiences do you think have most contributed to your current set of skills?

Alex Kropinak: I started experimenting with animation in grade school using my parents' video camera, my Star Wars toys and some clay. It wasn't until college when, coincidentally, I started to collect the Marvel Legends action figure line and really started to improve my animation technique, taking advantage of the toys' super-poseability. I had an amazing group of professors at Meadville, PA's Allegheny College who didn't mind me playing around with toys for my art and video production projects and helped me immensely to turn my hobby into a skill. My first professional animation work was for ToyFare magazine, bringing their Twisted ToyFare Theatre strips to life. I gained a ton of experience animating an action figure's facial expressions and mouth movements with those few short animations.

CA: I know a little bit about your time animating Twisted ToyFare Theatre and your eventual transition to Marvel, but can you give me your take on how you got started working on What The--?! How did the series come about?

AK: I was hired in August, 2008 as an assistant video editor in Marvel's Digital Media Group and immediately hoped that some day I could create animations for Marvel similar to the ones I created for ToyFare. The DMG team was aware of the work I did for ToyFare and after brainstorming ideas for new video content we decided to give animated shorts a try in February '09. The hot topic at the time was Christian Bale's blowup on the set of the new Terminator movie, so our idea for the first official What The--?! video was to have the villain M.O.D.O.K. flip out on an AIM Agent who interrupts his big movie scene. Everyone involved had a lot of fun making it and the video got a positive response online, so we gathered a fellowship of writers and have enjoyed putting these iconic Marvel characters in absurd situations ever since.

CA: What's your general workflow like when starting new What The--?! segment? What kind of a process do you have from script to finished product?

AK: After a script is completed, we then cast voice actors and record their lines. Jesse Falcon (the "father" of the Marvel Legends toy line) voices 90% of the characters and brings a ton to the production. He's ad-libbed a lot of my favorite lines. It's also a treat to work with other super-talented Marvel dudes like Joe Quesada, X-Men editor Nick Lowe, Spider-Man editor Steve Wacker, writer Brian Bendis and everyone else we stole away from their real work to help us with our goofy videos.

When voice recording's completed, I edit the audio along with music and sound effects to create a sort of framework for the video portion.

Constructing the sets comes next which. The majority of the sets were built on my work desk or in the corner of our video studio space, so it was a very small production, really. I use a lot of reference from the comics for places like Dr. Strange's Sanctum Sanctorum, Avengers Tower or Iron Patriot's Cabal meeting room but it's fun to create new environments in which Marvel characters haven't been seen before such as M.O.D.O.K.'s bathroom, Old Man Logan's retirement home, and Iceman's talk show stage.

Using a rough storyboard, I then start shooting and animating the action figures and placing those photographs on top of my audio track in my video editing program, Final Cut Pro. Each What The--?! episode usually contains more than 2,000 photographs. When I have all the photos I need, I can start the final post-production stage that includes animating all the characters' facial expressions, mouth movements, and any special effects (M.O.D.O.K.'s laser blasts, Iron Man's repulsor ray, etc.) The mouth movement/facial expressions stage is the most time-consuming because I need to determine which individual photo should be making which mouth-shape and expression. I make notes for each photo, open them all up in Photoshop and begin altering the images one by one. It takes a lot of patience and I'm sure there's a simpler way to do this, but it's always been my method and the one I'm most used to. After everything's complete, it's good to go online and be enjoyed by fans!

CA: Have you ever experienced any terrible crises while putting an episode together (dying hard drives, ghosts making your equipment malfunction, toys spontaneously combusting)? How did you prevail?

AK: Luckily, I've never had a technical malfunction where I've lost a huge amount of files. With the amount of work that goes into an episode, my brain would boil in my skull if I lost anything in the middle of a production. So, I try to back up everything constantly. Though, there have been times when a toy's leg would break off and need to be cobbled together with sticky-tack and glue and it's common for a weak-jointed toy to fall down in the middle of a shoot and the whole scene have to be reshot. A deep breath, a scream at the heavens and a can of Coke help me recover from these situations.

CA: What are your favorite pieces of hardware/software used to create each segment? What gear can you not live without?

AK: I use my Canon Rebel XT digital camera to shoot everything and Final Cut Pro and Adobe After Effects for editing. Adobe Photoshop is very important for doing the mouth movements and facial expressions and I wouldn't be able to complete an episode without either of these. Not to mention my iTunes which helps me retain my sanity while animating a giant M.O.D.O.K. face for hours at a time. That guy shows up in my nightmares frequently, seriously.

CA: In addition to animating each segment, you're also responsible for procuring each of the toys. Where exactly do all of the What The--?! stars come from?

AK: Like I mentioned before, I started collecting Marvel Legends years before I even graduated from college so most of the toys you see in the episodes are from my own personal collection. If we need a character that I don't have, I borrow it from Jesse Falcon's collection which is on display at Marvel HQ. Sometimes a script calls for a character who has never been made into an action figure so I've made a few custom figures like Blade, AIM Agents and Starjammer member Ch'od and we recently used a great custom figure of Xarus, son of Dracula, made by Jin Saotome.

CA: Working in comics/toys can sometimes have the side effect of using up all of the free time you'd otherwise commit to reading comics or collecting toys. What do you do with your time off?

AK: It's true that my work on What The--?! is very time-consuming, but being a lifelong comics/toy fan, it's a labor of love that I still can't believe I'm able to do. It's indescribable how satisfying and exciting it is to contribute to the entertainment Marvel is producing and give fellow fans something to enjoy. So I guess it's not surprising that when I'm not working on What The--?! I'm still watching super hero cartoons and scouring toy stores for new shipments. Apart from that, I enjoy painting, playing video games and re-watching cartoons like The Real Ghostbusters and The Tick with my younger brothers. I'm also currently collaborating with friends on some upcoming video projects.

CA: Which What The--?! episode are you most proud of and why?

AK: I think I'm most proud of the episode where Deadpool falls asleep watching the Movie Film Awards and has a sequence of movie-inspired nightmares. I wrote the majority of the episode myself and I think the animation and just overall look of that episode came out great. Plus, Deadpool was the main character and he's the most fun to work with. There also was a cool bit we did where we incorporated some live-action of a taco being smashed to pieces in front of Deadpool to torture him. I felt bad for destroying something so delicious so I salvaged what I could of the remains and had a snack after the shoot was done. So, yep, proudest moment.

CA: What's fan response been like since What The--?! started in 2009? How have things evolved over the past nearly two years?

AK: I read pretty much every comment posted by viewers for each What The--?! episode and it's so satisfying to see the positive responses and I also listen to and consider every point of criticism. Fan sentiments haven't really changed much since we started, as far as I can tell. People do and always will love that Deadpool guy!

Through a lot of trial-and-error on the production side, I think the animation has gotten a lot more fluid and the pacing of the episodes is quicker. We have also gotten to know our "main characters'" personalities better over time and have had fun developing our own interpretation of some of these previously-existing characters. Our M.O.D.O.K. is definitely different from the M.O.D.O.K you would see in a recent Hulk comic.

CA: What's your outlook like for What The--?! in 2011? Bigger? Badder? Animationyer? Are you planning to implement any new toys/techniques/equipment?

AK: We recently had a writers meeting to discuss ideas for this year's episodes and I'm very excited to begin work on new episodes for 2011. We have some episodes inspired by the releases of Marvel's Thor and Captain America: The First Avenger films and I'm particularly eager to work on the possible reappearance of a Marvel character that hasn't been seen anywhere for over two decades.

CA: Anything else I should know or that you'd like to mention

AK: I just want to acknowledge the hard work of everyone that makes Marvel Super Heroes: What The--?! possible: My former supervisor and VP of Content & Programming for Digital Media John Cerilli and Executive Vice President of Global Digital Media Group Ira Rubenstein. Associate Editor and What The--?! producer Ben Morse who, in addition to being on the writing team, helps coordinate everything I need from the Marvel offices. Social media/community manager Margarita Vaisman for helping get the word out about new episodes through Twitter, Facebook, YouTube and other outlets. Editor and the undisputed biggest M.O.D.O.K. fan in the world Ryan Penagos. Fellow video editors Jason Harvey and Ramon Olivo who have both taught me an incalculable amount about video production. Our gang of writers: Jesse Falcon, Peter Olson, Jon Gutierrez, Sean T. Collins, Alejandro Arbona and newcomers Mark Basso and Josh Sky. Marvel Art Director Jeff Suter for composing some awesome music for a number of episodes. Marvel Editor-in-Chief Joe Quesada, Publisher Dan Buckley, Alan Fine and all the Marvel fans for checking out the episodes on and our YouTube channel, I thank you all a million times over!

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