Back in the long-ago forgotten days of 2017, Collider and a few other journalists visited the United Kingdom set of Tim Burton's live-action Dumbo. Unfortunately, not even Disney money could procure an actual flying elephant (yet), but what we did see in the flesh was pretty awe-inspiring. Fully functioning trapeze contraptions. Hundreds, if not thousands of extras in period-piece carnival attire. Colin Farrell fell out of a chair. It was wild, man.

But what do you expect when your set is, quite literally, a circus? Dumbo's production took place completely indoors, mostly in Buckinghamshire's Pinewood Studios and partially in the studios at Cardington Airfield. The film is not only the long-beloved story of a soaring pachyderm, but also a tale of two circuses: the down-on-its-luck traveling Medici Circus run by Danny DeVito's Max Medici, and the magical, state-of-the-art event space known as Dreamland run by Michael Keaton's V. A. Vandevere. Opting to go without exterior shots, production constructed several three-ring circuses' worth of pageantry inside.

"Making movies are kind of a circus anyway. That's what's so funny to see," producer Justin Springer. "That idea that you have when you see a movie about making movies, it's like, there's clowns walking around on the backlot, and there's roustabouts, and it's this exaggerated version of what a movie set is like. But that's actually what our movie set is like. There's poodles running by."

There were poodles. And clowns, and jugglers, and fire breathers. More clowns (lotta' clowns). But the most surprising sight by far was, at the center, Tim Burton, who is roughly 100-times more joyous on set than you're probably imagining. We only watched one scene being filmed, but it was a huge, crowded one, delayed by an issue with one lightbulb. (Burton joked, "You just saw the most expensive lightbulb change in history.")

Once everything was in place, the scene ran into another problem; DeVito, decked out in a red suit and top hat regalia extremely reminiscent of his role in Burton's Big Fish, just could not say his single tongue-twister of a line correctly. (The sight of Danny DeVito yelling "Oh, shit!" on the set of a Disney movie was worth the trip alone.) But each time, the scarecrow-like director would huddle together with his actor, the duo essentially making a human number "10", laughing like only two long-time collaborators can as dozens upon dozens of background actors reset their complex placements. I can't speak for the magic of the finished product that debuts this month—this was 2017, remember—but I can report the people behind the scenes were having a dang magical time making it.

And, eventually, DeVito got the line right. Mostly. Kind of.

"I'm gonna' vote for that one," Devito said, already taking off the top hat. "That was the best one."

Here are 30 more things we saw, learned, and experienced on the set of Tim Burton's Dumbo:

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  Tim Burton, when asked what tone he was aiming for, noted "I don't know if it's a comedy or a drama yet. I'll let you know when I'm done with it."
• Producers Justin Springer and Derek Frey told us that, while this movie still sees Dumbo learning to fly, the story essentially starts with the elephant discovering his abilities relatively early on, and then the plot becomes about saving his mother, Mrs. Jumbo.
• Despite the addition of live-action main characters played by DeVito, Keaton, Farrell, and Eva Green, the creative team was adamant that this was still Dumbo's movie. "In the screenplay that Ehrin Kreuger wrote, a lot of it is still from Dumbo's perspective," Frey said. "Tim's really made it a point to bring the camera into Dumbo's perspective or see things from his view. That's built into the story."
• Just color-wise, the film is much brighter and more colorful than Burton's usual go-to palette. Despite the presence of Keaton and DeVito, there were far more comparisons to Big Fish being thrown around than Batman Returns.
• The circus scenes contained between 500 and 600 extras at a time at the Pinewood Studios location. At Cardington, the number got as high as 700.

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  There were absolutely no exterior shots in the film, but Burton and the producers worked overtime to make sure the actors were interacting with physical sets, even for outdoor scenes. "For the most part on our sets, we're just filling in skies and the background, the horizon [with CGI]", Spring said, "but our characters completely interact in a real set."
• That goes for Dumbo himself, too. Edd Osmond, who has also did creature and droid work on Solo and The Last Jedi, would be “put into a green costume that vaguely mimics the size and shape of what Dumbo would be," according to actor Joseph Gatt.
• Gatt, who played the warg-ed out Thenn in Game of Thrones and a Frost Giant in the original Thor, portrays Neils Skellig, who he describes as the Darth Vader to V.A. Vandevere's Emperor.

• Keaton's character, which requires a truly spectacular white toupee to portray, is based on the "larger-than-life moguls" of the early 1900's, a Howard Hughes mixed with P.T. Barnum.

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  And yes, the creative team realizes that a villain who also creates a massive, futuristic non-traveling theme park could draw comparisons to one Walt Disney. "Part of it is just the creation of the modern-day amusement park concept in the early 1900s," Frey said. "Which was a little before Walt Disney was doing it, but you can't help be influenced by someone whose ideas [are interested in] looking into the future. It's something like [Magic Kingdom's] Carousel of Progress as a concept."
• Although the live-action adaptation makes significant changes to the animated original's story, there are certain sequences that have been updated and Burton-ified to fit in the film. One of them is the trippy, drunken "Pink Elephants" scene; Burton apparently added his "take" on the sequence "rather last minute."
• Frey on Burton's "Pink Elephants" sequence: "As long as 3D isn't dead in 2019, it's something that I look forward to in 3D. I'm not big on the 3D, but that is definitely something I'm looking forward to seeing in 3D."
• According to production designer Rick Heinrichs, there is also a version of the "Baby Mine" scene between Dumbo and a jailed Mrs. Jumbo.
• Dumbo marks the first collaboration between Burton and cinematographer Ben Davis, whose camera work is a constant presence in the MCU; the DP also worked on Captain Marvel, Guardians of the Galaxy, Doctor Strange, and Avengers: Age of Ultron. For Dumbo, Davis shot on 65mm digital.

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  Oscar-winner and longtime Burton collaborator Colleen Atwood, who served as costume designer for Dumbo, revealed that there is not one black-and-white striped outfit in the film. As she said, "because [that's] so predictably Tim."
• Atwood designed physical clothing for Dumbo and Mrs. Jumbo using life-sized styrofoam models, despite the fact both elephants are CGI creations. Not only did it help Burton visualize the characters, but the VFX team scanned the clothing to have "a better visual reference for the scale of it on the elephant."
• While walking through sets we crossed train-tracks and came face-to-face with the life-sized version of the film's Casey Junior, the anthropomorphic steam train from the animated film. (It was massive but, sadly, does not have a face or voice in this more grounded story.)
• Apologies to all the Timothy Q. Mouse stans out there: besides Dumbo's flying abilities, all the animals in the film "are meant to be a real-world recreation." That means no talking or singing.
• Also, sorry to anyone who really likes...the super racist crows from the cartoon."Obviously, there’s a lot of stuff in the original movie, because it was very much of its time, and there’s a lot of stuff that isn’t very socially and politically correct, that’s now completely gone," Gatt said.
• We also passed an imposing sign for "Nightmare Island", which we were told is part of Vandevere's circus and would play a significant part in Mrs. Jumbo's rescue.
• Danny DeVito plays the circus ringleader Max Medici, but he also plays the character's taller, more Italian brother...who doesn't actually exist. To complete the ruse, Medici throws on a pair of genuinely insane-looking boots with lifts on the bottom.
• According to DeVito, the first time Burton saw him in the boots, he asked “When did you become a member of KISS?”

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  Colin Farrell's character—Holt Farrier, circus performer turned military man turned circus performer again—returns from the war with only one arm to find his wife and trick horse-riding partner has died. Which is...very depressing for a modern-day Disney film, but the actor noted, "it’s all treated gently. It’s not like he has PTSD, it’s not that kind of gig."
• When asked what it was like to work for the first time with Tim Burton, Farrell had an unexpected character to make: Killing of a Sacred Deer and The Favourite filmmaker Yorgos Lanthimos. "I don’t know if [Lanthimos] sleeps while he shoots. At times he’s miserable and you just don’t know what’s going on," Farrell said. "But Tim, in a similar vein, you can just tell by how connected he is to the process of making it, he’s not isolated from the cast or the crew at all. He’s very engaged in every single element of the whole process."
• Eva Green plays Colette Marchant, a trapeze artist and movie star femme fatale who has to integrate Dumbo into her act once Vandevere's circus procures the elephant.

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  The set production built as Marchant's trapeze practice space was a fully functioning circus performer area. Green worked extensively with trapeze performers despite—as you probably can imagine—not having any experience.
• Some examples of posters from movies Marchant appeared in, actually rendered beautifully by the art department: Canary in a Goldmine. Naughty But Nice. The Curtain Falls.
• A good number of the supporting cast is made up of actual circus performers. Prior to filming, performers from around the world put on a mini-show for Burton, and production made casting decisions based on that.
• Although I could not tell your her name, I must mention that there was a woman in the background of the circus scene I described above that was balancing balls on her head the entire time; the set-ups, DeVito's line flubs, the whole time. Truly, the hero of the production.
• Finally, here's a glimpse at some of the concept art we saw, which gives an idea of the film's massive scale: