Justin Hilden

is an animator and illustrator.
He loves possums.

See more of his work:

What really happens when possums play dead?

Oh, Possum! is an animated short about two bickering brothers and the secret world of "playing possum."

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Creating Oh, Possum!

We had an opossum living in a coffin next to our garage.

Our landlord stored old halloween props back there, and it became a fitting home to that awkward creature who liked to “play dead.”

I began sketching possums and possum-related gags in a sketchbook, attempting to boil down what I enjoyed about them. I liked that they were misunderstood creatures. Mostly I was intrigued by their strange avoidance of trouble, a trick not unlike my own reaction to stress.

I began to fill my sketchbooks with possums.

Through sketching I began to question what might be happening to the opossum from its point of view. What is she seeing? Is she dreaming? Where does she “go”? To me, it seemed, the possum was escaping her problems and going somewhere intentionally calm - mentally going to her "happy place." Perhaps all possums go to the same mental space: a possums-only panic room to wait out the danger. That was it. 

The entrance into this secret world of the possums would be through two brothers, Switch and Ellsworth. At certain points in development they had other companions, but every story kept pointing to just these two.

An early sketch of Ellsworth and Switch.

I wanted to portray two very different experiences of "playing possum." Switch would respond by eagerly accepting the new situation, not missing a beat as he switches between worlds and forgets the last. Ellsworth, by contrast, would hate the Panic Room and find it stuffy, crowded and unnecessary. Exploring the concept of the Panic Room in the context of their relationship was the key to the story.

I had initially thought to develop Oh,Possum! into a longer-form storyline for a graphic novel or episodic work. But at one point I was invited to participate in a Los Angeles-based animation showcase as part of Animation Breakdown and decided to distill the ideas down into a short. It wasn’t completed in time for the show, but I submitted this gif of Switch and Ellsworth.

Watching my characters on the big screen in company with independent, locally-produced animated shorts inspired me to keep going.


When I focused on making this a short film, I worked with Dave Hilden to help me with the story beats. I talk over most of my creative projects with Dave, and he helped take Oh, Possum! from a mildly amusing concept to a funnier, stranger story. I remember one story session on the shore of Lake Superior, where ideas like a Hibernating Bear Receptionist where laughed at and then ultimately discarded. Dave is an accomplished storyteller, and I invite you to listen to his interview podcast Hildo Spills the Beans.

Many versions of the script were written, with the primary differences being what exactly it takes to make the characters play possum: an owl attack, falling into a stream, or simply a shoving match. The editing skills of Autumn Hilden added mightily to this effort. She is a true creative partner, and there were many discussions and viewings to see if and how the story was working.

Unused story ideas.

Storyboards and animatics were made in tandem with the script as I attempted to sharpen the story. I made very simple thumbnails on paper first to make sure the basic blocking and layouts were successful. All of my sketchbooks have little thumbnails peppered throughout.

Thumbnails from Scene 1.

When I was satisfied that the story beats were working, I made storyboards, which I cut together roughly in After Effects. This animatic was edited many, many times. The first animatics included additional scenes introducing the idea of playing possum with a diorama in a natural history museum. They also included more instances of "phasing" back and forth between the panic room and real life. I was interested in making Oh, Possum! as short as possible, yet still making the shared head space concept easy to grasp.

Early storyboards from Scene 2. Note the different design of the Tree.


I generally enjoy characters that don’t get along very well but ultimately care deeply for each other. I had explored this dynamic in a web series called The Roadents a few years back and wanted to try it with new personalities (apparently all my animated works must involve small vermin).

I knew I wanted them to be brothers and that I wanted one to be confident and gregarious, and the other prickly and private. These brothers would struggle for control; which of their philosophies and temperaments would successfully resolve their problems? The solution to the problem at hand is obvious to both brothers, and neither is really "correct." Ellsworth's goal is to get back home, while Switch just wants to take charge. Not being able to communicate these disparate ideas creates an amusing tension.

Model sheet for Switch.

The character design of the older brother, Switch, is long and lean, bendy and whip-like. He is always switching his focus and desire, always assuming he is right. I was delighted to have him voiced by Jeff Rogers, who lent a gravelly, dashing tone to Switch’s confidence. There are a few places where I went with Jeff’s ad-libbed lines, rather than the script. It should also be noted that Jeff created the flattering Behind the Scenes video above. He is a talented producer, actor and editor.

Model sheet for Ellsworth.

The younger possum, Ellsworth, is an irritable loner, compact and awkward. His short stature suggests that he and his ideas are often literally overlooked. His frustration was brought to life beautifully by the voice talents of Jonesy McElroy. The versatile Jonesy also supplied the voices of most of the other background possums throughout the short.


I have drawn hundreds of opossums in the last few years, trying to find the right look for this short. I was trying to find a simpler, graphic form for these animals and kept on drawing until I naturally fell into a visual shorthand for their shapes and characteristics.


In terms of design, the characters were partly inspired by the graphic clarity of Charles Schultz’s early Peanuts characters of the 1950s. I had been reading a compendium of those early works and was interested in how expressive his characters could be with such little linework. I also credit the dynamically drawn characters of Jeff Smith’s Bone, the loosely drawn expressions of Kate Beaton, the color blocks and forms of Alex Grigg’s animation, and the simplicity of Nick Park and Peter Lord’s delightful chickens in Chicken Run.

Additionally, the light cowl and dark ears of most North American opossums looked to me like the black and white cartoon characters of the 1920s and 30s. I incorporated that simplicity into the heads and faces and adopted the “rubber hose” limbs from that era.

I sought to keep the background designs inviting but clear for action. The line work and coloring was loosely inspired by the layouts for 101 Dalmations, a collaborative achievement from Walt Peregoy, Ken Anderson, and others. I mainly wanted them to be interesting but not distracting, since most of the short is just the two brothers talking.

Early designs for the Panic Room.

The design of the Panic Room went through many permutations as I sought to create a public waiting room that emphasized calm. I looked at a lot of nursing home public spaces and medical waiting rooms but ultimately was won over by the influence of Jed Bartlet's Oval Office in The West Wing episodes I was watching at the time. I chose an oval-shaped space with tree-like columns to emphasize safety and strength. It was meant to feel comfortable, but institutional, as generations of opossums had sought comfort there. The lack of corners and use of dusty hues give the room an ethereal, unending quality, as this space only exists in the shared consciousness of the possums.

The final design for the Panic Room used an oval shape with tree-like columns.

I was lucky enough to work with illustrator and designer Dave Douglass, who created the beautiful “Just Relax” posters that surround the Panic Room. The idea of these "Hang in There" posters started as a joke, but I found they helped reinforce the culture of the opossums. A dry and institutional positivity is at the heart of the Panic Room, and David's stylish poster designs communicate this perfectly. His elegant hand lettering also graces the opening title and elevates the entire piece.

Posters designed by David Douglass.

The backgrounds of the Tree and the Burrow are by contrast much more saturated and vibrant and feel like a natural “real life” home for these characters. Here, again, the design emphasis was on a clear stage for action. One problem I had to solve was the use of human objects in their world. Since the Panic Room utilized human objects, I found it necessary to carry that idea into the "secret" world of Ellsworth's burrow. My solution was to use them more sparingly and as "found" objects, much like my yard possums were using our prop coffin, instead of in a completely decorated room.

Concept designs for the Tree and the Burrow.


I animated Oh, Possum! directly in Photoshop utilizing a system based on one espoused by animator Alex Grigg, who has created an extremely useful set of tutorials on his site. His film Phantom Limb not only inspired me through story and picture, but also in its relentless transparency of process. I highly suggest you watch his works and read his blogs.

I will direct you to read Alex’s writings on animating in Photoshop and merely say that I find it a fluid, quick and satisfying way to animate. I enjoy drawing in Photoshop more than any other animation program I have tried, and animating directly in that space has revolutionized my workflow. Easily bringing that work into After Effects, I was able to composite my shots and also utilize additional "puppet-style" animation for background characters and even the main characters’ ears.

Thumbnails exploring how I wanted the characters to "phase" between worlds.

I animated mostly in a straight-ahead style, working from pre-planned thumbnails. On some scenes I animated a rough blocking of the action first to get the timing, then went back in and fine tuned. Each scene had multiple layers of animation, and I made multiple passes for different things like faces and tails.

Stylistically I sought to make the movements broad and cartoony, simplifying gestures and body language. There is a lot of talking in the film, so most of the shots were timed to a dialogue track that I read ahead of time.

The camera moves very little in this film, and most of the shots are symmetrically framed. This was an intentional choice to emphasize the staid quality of this fictional possum life. I found it funny to imagine that possums are, by nature, very boring creatures that dislike action and excitement. The exception is Switch, who has a talent for stirring the others into activity.


In addition to the talented voice actors mentioned above, sound engineer and musician Aaron Moe helped create the rich sound effects and breezy score to Oh, Possum!   With the help of Dave Hilden, the three of us created the foley effects at Moe's recording studio, MoJo Menace. Some behind-the-scenes magic: the sound of crunching kibble is actually Dave eating Funyuns; the most complicated sound effect in the short is the alligator; and the word "Sussudio" is whispered in the Panic Room.

Moe's original music creates the perfect tone for the short. It is friendly and whimsical, yet still rich and compelling. His idea for the musak section beneath the entrance to the Panic Room really helped to sell that space, and I personally can't get enough of that flugelhorn. Moe's work brings Oh, Possum!  to life. He also introduced me to the best tacos al pastor I have ever eaten.


Oh, Possum!  was an intensely personal project created in my off hours, during a dark time. We suddenly lost my brother, Aaron Hilden, soon after production started. He was a creative force: jazz musician, teacher, podcaster, film-maker and audio engineer. More than that, he was the original inspiration and audience for all my creative works, and one of my dearest friends. Our original plan was for him to create the sound and music for Oh, Possum!  When he passed away, this story about two brothers working out their fears became a whole different beast. As a result, Oh, Possum!  became a therapeutic exercise in emotional expression, methodical resilience, and (fitting thematically to the story) escape. There were many days when I did not want to work on it, or when I was scared to work on it. Eventually I changed the wallpaper of my Mac to scold: “DON’T FEAR 'OH, POSSUM!'” The darkest times in production were when everything seemed pointless. The brightest times were quiet moments when I felt connected to him again.

I dedicated this film to him because it seemed right. But honestly he remains the audience in my head, and in that way all my work will be dedicated to Aaron.


I listened to a lot of things while making this. On such a long project, specific music helps me pick up where I left off. Here is an odd selection of what put me in the right head/heart space to work on it.

Alexander Desplat’s Fantastic Mr. Fox score
Mark Isaac and Andrew Ford’s The Wind in the Willows
Vitamin String Quartet’s Music from the Films of Wes Anderson
Andrew Bird’s I Want To See Pulaski At Night
Sleeping at Last’s Atlas: Oceans
Maurice Ravel’s String Quartet in F Major
Kathleen Edward’s Voyageur
Vince Guaraldi’s The Grace Cathedral Concert
John Mark McMillan's Borderland
Dexter Gordon's Our Man in Paris
and lots of old records that belong to my Grandma Irene.


Directed and Animated by: Justin Hilden
Story by: Justin Hilden, Dave Hilden
Story Edited by: Autumn Hilden
Ellsworth voiced by: Jonesy McElroy
Switch voiced by: Jeff Rogers
Additional voices by: Jonesy McElroy,Autumn Hilden,Dave Hilden, CJ Wilson
Voice Recording Engineer: Shea Formaneck
Foley Recording Engineer: Aaron Moe

"Possum Theme"
Music by: Aaron Moe
Performed by: Aaron Moe

"TV Japan"
Music and Lyrics by: Stone Nowhere (used by permission)
Arrangement by: Aaron Hilden
Performed by: William Muñoz,Aaron Moe,Martin Anderson, John Luedtke

Recorded at: Mojo Menace Studios
Title and poster designs by: Dave Douglass
Special Thanks:
Matt Cuny
Steve Carver
Maryanne Pittman
Kelli Bixler

Made in Burbank, California.