Sky Captain and the World of Tomorrow (often shortened to Sky Captain) is a 2004 science fiction action-adventure film written and directed by Kerry Conran in his directorial debut, and produced by Jon Avnet, Sadie Frost, Jude Law and Marsha Oglesby. It stars Law, Gwyneth Paltrow, and Angelina Jolie.

Conran spent four years making a black and white teaser using a bluescreen set up in his living room and a Macintosh IIci. He was able to show it to Avnet, who was so impressed that Avnet spent two years working with him on his screenplay. No major studio was interested, but Avnet convinced Aurelio De Laurentiis to finance Sky Captain without a distribution deal (a worldwide distribution deal would later happen with Paramount Pictures).

Almost 100 digital artists, modelers, animators, and compositors created the multi-layered 2D and 3D backgrounds for the live-action footage, while the entire film was sketched out via hand-drawn storyboards and then recreated as CGI animatics. Ten months prior to shooting the live-action scenes, Conran first shot them with stand-ins in Los Angeles, then converted that footage to animatics so the actors could accurately envision the film.

Sky Captain received positive reviews, particularly for the style of filming that was used, though there was some criticism being directed at the plot and characterization. Despite being a box-office flop, generating only $57.9 million on a $70 million budget, the film has since gained a following and is regarded as a cult classic. It was one of the first major films, along with Casshern, Immortal (both 2004) and Sin City (2005), to be shot entirely on a "digital backlot", blending actors with CG surroundings.

Plot In a technologically advanced New York City in 1939, the zeppelin Hindenburg III moors itself atop the Empire State Building. Aboard the airship is Dr. Jorge Vargas, a scientist who arranges for a package containing two vials to be delivered to Dr. Walter Jennings. Afterwards, Dr. Vargas vanishes.

Polly Perkins, a reporter for The Chronicle, is looking into the disappearances of Vargas and five other renowned scientists. A cryptic message leads her to Radio City Music Hall, against the warnings of her editor, Mr. Paley, where she meets Dr. Jennings during a showing of The Wizard of Oz. He tells her that a Dr. Totenkopf is coming for him next. Suddenly, mysterious giant robots attack the city. The authorities call for "Sky Captain" Joe Sullivan, the city's hero, Perkins' former lover, and the commander of the mercenary air force the Flying Legion. While Joe engages the robots with his modified Curtiss P-40 pursuit fighter, Perkins photographs from the street with little regard for her safety. He disables one robot; the rest leave. News reports show similar attacks around the globe. The disabled robot is taken back to the Legion's air base so that technology expert Dex can examine it. Polly follows and persuades Joe to reluctantly let her in on the investigation.

She discovers Dr. Totenkopf was a former child prodigy and Germany's most brilliant scientist who ran a mysterious lab outside of Berlin where he and the missing scientists were working on a project dubbed the "World of Tomorrow". Her information takes them to the ransacked laboratory of a dying Dr. Jennings, while an assassin escapes. Just before he dies, Jennings gives Polly the two vials and states that they are crucial to Totenkopf's plans. Polly hides the vials and withholds the information from Joe. They return to the Legion's base just before it comes under attack from squadrons of ornithopter drones. Dex tracks the origin of the signal controlling the drones and notes it on a map before his capture.

Joe and Polly find Dex's map and fly to Nepal and then Tibet, where they meet Joe's old friend Kaji. He helps them locate an abandoned mining outpost in the Himalayas. Two guides working for Totenkopf force Polly to turn over the vials, locking the duo in a room full of dynamite. Joe and Polly escape just before the room explodes, knocking them unconscious and destroying most of Polly's film. They wake up together in the mythical Shangri-La. The Tibetan-speaking monks there tell of Totenkopf's enslavement of their people, forcing them to work in the uranium mines. Most were killed by the radiation, but the final survivor provides a clue to where Dr. Totenkopf is hiding.

With insufficient fuel to make it there, they run into a Royal Navy flying aircraft carrier commanded by another of Joe's former flames, Commander Franky Cook. Franky leads the attack on Totenkopf's island lair while Joe and Polly enter through an underwater inlet. Joe and Polly find themselves on an island with dinosaur-like creatures, which Polly hesitates to photograph as she has only two shots left. They find a secret subterranean facility in a mountain, where robots are loading animals, as well as the mysterious vials, onto a large "Noah's Ark" rocket. Joe and Polly are detected but Dex, piloting a flying barge, arrives with three of the missing scientists. They explain that Totenkopf has given up on humanity and seeks to start the world over again: the "World of Tomorrow". The vials are genetic material from humanity's greatest individuals which will produce the perfect Adam and Eve. If the rocket reaches space, the afterburners will ignite the atmosphere and kill everything on Earth, before the rocket repopulates the planet in Totenkopf's image.

As the group attempts to enter Dr. Totenkopf's lair, one scientist is electrocuted by the defense system. A hologram of Totenkopf appears, speaking of his hate for humanity and his plans to rebuild it as a new master race. Dex disables the lair's defenses and the group discovers Totenkopf's mummified corpse inside with a scrap of paper clutched in his hand: "forgive me". He died 20 years previously, but his machines have continued his plan. Joe decides to sabotage the rocket from the inside while the others escape. Polly tries to tag along but Joe kisses her and then knocks her out. Polly recovers, following Joe and saving him from Dr. Jennings' assassin, a female android. Joe and Polly then board the rocket. Before the rocket reaches 100 km, when its second stage is scheduled to fire and thereby incinerate the Earth, Polly pushes an emergency button that ejects all the animals in escape pods. Joe tries to disable the rocket only to be interrupted by the same assassin robot. He jolts the robot with its electric weapon and then uses it on the controls, disabling the rocket. Joe and Polly use the last pod to save themselves as the rocket explodes. Joe and Polly watch the animal pods splash down around their escape pod, while Commander Cook leads a group of flying aircraft carriers towards them. Polly then uses the last shot on her camera to take a picture of Joe rather than the animal pods. Joe notes that she had forgotten to take the lens cap off.

Cast Jude Law as Joseph Sullivan/Sky Captain: He commands a private air force known as the Flying Legion. His personal aircraft is a modified Curtiss P-40D. In 2002, producer Jon Avnet showed Law the teaser trailer and the actor was very impressed by what he saw. He remembers, "All I got at that early stage was that he'd used pretty advanced and unused technology to create a very retrospective look". Avnet gave him the script to read and some preliminary artwork at which to look. Law said "What was clear was also that at the center was a really great cinematic relationship, which you could put into any genre and it would work. You know, the kind of bickering [relationship]. I always like to call it The African Queen meets Buck Rogers." Avnet wanted to work with Law because he knew that the actor had "worked both period, who worked both having theatrical experience, who worked on blue screen, who hadn't hit yet as a major action star." Law had just finished filming Cold Mountain (2003) and was intrigued by switching from on-location filming to filming completely on a soundstage. Sky Captain would be one of three Jude Law films released by Paramount Pictures in 2004, along with the remake of Alfie (2004) and Lemony Snicket's A Series of Unfortunate Events (2004). It also was one of six overall Jude Law films released that year. Gwyneth Paltrow as Polly Perkins, reporter for the New York Chronicle. Law believed so much in Conran's movie that he became one of the producers and used his clout to get Paltrow involved. Once she was suggested for the role, Law did not remember "any other name coming up. It just seems that she was perfect. She was as enthusiastic about the script and about the visual references that were sort of put to her, and jumped on board." Paltrow said in an interview, "I thought that this is the time to do a movie like this where it's kind of breaking into new territory and it's not your basic formulaic action-adventure movie." Angelina Jolie as Commander Francesca "Franky" Cook, commander of a Royal Navy flying aircraft carrier. Jolie had just arrived from the set of Lara Croft: Tomb Raider – The Cradle of Life (2003) and agreed to work on the movie for three days. Despite her small role, she reportedly had conducted hours of interviews with fighter pilots to absorb their jargon and get a feel for the role. Giovanni Ribisi as Dexter "Dex" Dearborn, ace mechanic of the Flying Legion. Ribisi met with Avnet and was not sure he wanted to do the movie; however, after seeing the teaser trailer, he signed on without hesitation. Michael Gambon as Mr. Paley, editor of the New York Chronicle newspaper Omid Djalili as Kaji, former comrade-in-arms from the Flying Legion Bai Ling as The Mysterious Woman, Totenkopf's henchwoman, who is also a gynoid Julian Curry as Dr. Jorge Vargas, a missing scientist Trevor Baxter as Dr. Walter Jennings, a scientist Peter Law as Dr. Kessler, a missing scientist. Peter Law is the father of Jude Law. Khan Bonfils as one of the double-agent guides working for Totenkopf (identified in the credits as "Creepy"; the other guide is "Scary")

Laurence Olivier had been deceased for nearly 13 years at the time of filming and was depicted in the film for the role of Dr. Totenkopf, the mysterious mad scientist and supervillain via computer manipulation of video and audio from when he was a young actor. The novelization written by Kevin J. Anderson gives the full names for Dex and Editor Paley as Dexter Dearborn and Morris Paley.

Production Background Kerry Conran grew up on films and comic books of the 1930s and 1940s. His parents encouraged him and his brother Kevin to develop their creative sides. He studied at a feeder program for Disney animators at CalArts and became interested in 2-D computer animation. While there, he realized it was possible to apply some of the techniques associated with animation to live-action. Two years later, it seemed apparent to him that Hollywood would never take a chance on an inexperienced, first-time filmmaker, so he decided to make the movie himself.

Influences Conran was influenced by the designs of Norman Bel Geddes, an industrial designer who did work for the 1933 Chicago World's Fair and designed exhibits for the 1939 New York World's Fair. Geddes also designed an Airliner Number 4 that was to fly from Chicago to London.

Another key influence was Hugh Ferriss, one of the designers for the 1939 New York World's Fair who designed bridges and huge housing complexes. He was an American delineator (one who creates perspective drawings of buildings) and architect. In 1922, skyscraper architect Harvey Wiley Corbett commissionedFerriss to draw a series of four step-by-step perspectives demonstrating the architectural consequences of the 1916 Zoning Resolution. These four drawings would later be used in his 1929 book The Metropolis of Tomorrow (Dover Publications, 2005, ).