Later Alligator

Later Alligator: A Q&A with the Small-Buteras

By Pamela Park |
October 9, 2019

Someone in the alligator mob is out to whack the panicky squealer Pat. Can you figure out who it is? You have until eight tonight. That’s when The Event happens, and he has an invite he can’t refuse…

From that simple premise comes the wild ride that makes up the indie point-and-click adventure Later Alligator.


Freshly released on September 18th, it’s already among the highest-rated Steam titles at an almost unheard of 98%, with reviewers praising its innovative take on the genre and its “cute and quirky” humor. Pardon the cliche, but that phrase was made for this game: It’s adorable, it doesn’t have a single serious moment, and if it doesn’t at least amuse you, please check your hair color because you might not have a soul.

Later Alligator GIF

Oh yeah, and it’s hand drawn.

The development was handled by Pillow Fight games, who I did not interview. Music and sound effects were by 2 Mello, who I also did not interview. Everything else—story, characters, scripting, and every frame of animation—was done by Smallbu, the Boston studio behind Baman Piderman. If you haven’t watched it, Baman Piderman is about… Just watch it.

They’ve also worked on Adventure Time—netting them an Emmy—and Clarence, while keeping up Piderman and multiple personal projects like fan animations and the miniseries Daffodil. As you’ve guessed, Smallbu is a massive animation house with tens of- No wait it’s two people.

Lindsay and Alex Small-Butera are a husband and wife duo who’ve collaborated on every project for more than a decade, working side-by-side and sharing joint control of every aspect. Them, I did interview.

So let’s dive into the question on all our minds: How do 80,000 drawings become a game?

Later Alligator was animated entirely by hand in Toon Boom Harmony?

Lindsay: Yeah.


…And you both use Cintiq Pro 21’s*, right?

*This is when I learned not to make bold statements based on dodgy online sources.

Lindsay: Nope! I use a 24, and Alex, yours is what?

Alex: I think it’s the Intuos 5. I can’t stand drawing on the screen. I actually like having my hand be down by my waist so I’m looking straight ahead.

I don’t think I’ve heard anyone say that before.

Lindsay: I disagree with him, yeah.

Alex: [Laughs] I like having it out of the way so I can just see the art happening. No hand. No arm.

Remember you couldn’t wait to get the Cintiq? You were like “Aah, I need it, I need it, so excited!” We finally got one and you were so happy, then I tried it and I was like, “I can’t handle this!”

Do you do post-production work in After Effects?

Lindsay: Yep!

Alex: We’ve moved most of it into Harmony, though.

Lindsay: Yeah, Harmony covers a lot of the bases that Flash couldn’t.

Alex: The more we learn about Harmony, the more we realize we don’t need other programs, which is great.

From what I’ve seen of Harmony, it seems the interface is simpler than you would expect, but then it’s capable of a lot more.

Alex: It’s very easy to learn, but it’s teaching you things you’re not used to. It feels like a program that is made by artists. All of the Adobe products are made by programmers and web designers because that’s how they came about, but once you understand that Toon Boom thinks about things differently, and that different way is better [for animation], it’s amazing.

So, the game is composed of 40,000 cels? That’s the number I always see quoted.

Lindsay: No. Probably double that. I think somebody said that number earlier on in the project.

Alex: We hadn’t nearly finished all the assets. So now? Easily eighty, if not more.

That’s amazing. How long did it take?

Lindsay: Just under two years.

That’s it?!

Alex: And it was sprinkled in with all the other work we had to do. Like, there were times when we weren’t working on it solid at all.

Snacky Snacktime for kids’ musician Parry Gripp; released in 2018 while Alligator was underway.


…Yeah, I need to dive into your process. You’ve said you’re capable of doing all this just because you’re very fast. Did you practice speed itself, or was it a byproduct of animating as much as you do? 

Alex: If you draw slowly and deliberately, that creates a certain effect. But if you draw without caring how it comes out, just trying to get the feeling across, without stopping yourself by checking everything and second-guessing? You can draw so much faster than you think you can. Then you just make more passes until it’s clean.

Getting to that point is tricky and it feels weird. In high school, we did these ten-second figure studies: The teacher would hold a pose to draw for ten seconds, and you had to get as much as you could down. At first it’s uncomfortable because it’s like, “No, I wanted to draw the whole pose!”


Later Alligator animation cel

10-second studies drawn in Harmony by animator Dave DK


Lindsay: We did that in college too. It’s part of an animation curriculum, to be able to get down gesture really fast. When you’re animating, you don’t want to overlabor a drawing. This is why they say a lot of great illustrators make bad animators [and vice versa]. It’s just a different way to approach it. Drawing fast is a hallmark of animation.

For accuracy, we go back over things many times. There’s a rough pass, then a second rough pass, then a tie-down pass, then a second tie-down pass, and then a cleanup pass. Our accuracy has improved so much just from a decade of doing it that we can often skip steps without meaning to, though.

Alex: The first rough of the drawing is almost incomprehensible. If I were to show you the thumbnails, you wouldn’t know what’s going on.

Lindsay: A lot of them are even on Post-it notes.

Alex: Sometimes a section will need two more passes of rough to get it right, or sometimes a section will be like “Oh, this is basically done! This can be cleaned up now.”

Do you go linearly from storyboards > sketches > keyframes > inbetweens > cleanup > coloring?

Alex: We don’t really define it. It’s more like “What needs to get done now?” It starts with basic, sketchy drawings of how the story beats are going to play out, then we’ll do another pass where there are more drawings in between, then we’ll do another pass where it’s timed-out if there’s audio.

Lindsay: We’re very fortunate because we’re not in a studio environment where things have to go a certain way because you’re working with lots and lots of people. Since we’re a very small team—a very, very, very small team [laughs]—Alex and I can be extremely malleable. Whatever we need in the moment, we can change. That helps us make decisions quickly and put stuff out really fast.

Would you consider speed the most important part of your approach as a whole? And if so, why do you value having so many projects?

Lindsay: I don’t think it’s the most important thing, but working in animation as two people, our time is all we have. If we didn’t put out anything for years, which sometimes animation can take, it would end up falling by the wayside. We just don’t have the luxury of that. Until we worked on the game, we were working for hire: We would get stuff like, “Seven minutes of Adventure Time has to be completed in four months,” so we just learned around that.

Scene from Adventure Time they animated as special guests.

We’re having to do tons and tons of projects to pay the bills and stay alive and keep our families safe. I would love to have more time for things, but it’s not the case when you’re out there working for a client.

Alex: There’s a feeling when you’re really enjoying the process of drawing and you lose track of time… That sensation is really nice, but you could be basking in that enjoyment of art, or you could actually be finishing a project.

Lindsay: If you’re making beautiful paintings at home that you don’t have a deadline on, take all the time in the world. But working on a video game for two years, we almost went broke. If we’d taken any more time, we would’ve gotten into trouble.

So, for Baman—Lindsay, I believe you did the writing and storyboards, Alex, you did the keyframing and voice acting, and you both split the inbetweening and post-production? But for this one where there’s much more animation and no vocal work, how did you split up the tasks?

Lindsay: I’m the director, so I did all the writing, all the concepting, and a lot of the boarding and stuff. Alex is still our keyframer. But it was a very together process: We’re both animating, we’re both designing, we’re both making the jokes, and we split up the concept artwork. It’s very much split down the middle.

We’re often both at the same computer, both drawing on the same tablet, working really close to get things the way we want them.

Just passing the pen back and forth?

Lindsay: Yep! When we’re beginning things and hashing things out: the way things move, the shots, the design, we find it’s best if we’re standing there and talking the whole time we’re doing it. It ends up being seamless and we get things done a lot faster.

Does that ever force you both to draw on the Cintiq?

Lindsay: We actually do it mostly at Alex’s computer. It’s got a bigger setup and it’s a standing desk, so we can both stand next to each other. I hate drawing on his stupid, flatted… flat thing, though! [Laughs] But I do it.

Wacom’s official position is that the Intuos is not stupid, although it is both flatted and flat.

Lindsay, did you write the script entirely by yourself? And how is scripting for an interactive medium different than for a passive one? You’re writing dialogue trees, if-thens…

Lindsay: Yeah. Part of what helped me is early in the process, I decided there wouldn’t be a lot of if-then’s: The way Later Alligator is set up is, you ask them questions but they always respond in the same way.

Initially [Pillow Fight] wanted me to work in Ink markup, but I just didn’t have time to learn a coding language because most of our life has to focus on animation. So what I ended up doing is putting everything together in Google Docs, and it ended up being more like a regular animation script.

Everything was about speed in this project because we didn’t have more time than we had for the project because we and Pillow Fight all had to get back to other things. There were a lot of things that we did to ensure expedience, and that was one of them.

You’re in [Human] Boston and Pillow Fight’s in [Human] Virginia. How do you work remotely on such a large project? Constant communication, sending massive files, etc.

Lindsay: It’s really easy to do that nowadays. We just had Slack, and we all know each other in real life, so we would just have weekly calls; talk about what we’re doing. Sending files is easy because we all have… the internet. [Laughs]

Alex: We use Google Drive and Slack, that’s it.

What parts did Pillow Fight handle? Did they have much creative input?

Lindsay: They had input into the gaming aspect. When we started, I had ideas like, “This guy has a game like this!” A clone of Flappy Bird or a sliding block puzzle… But we gave them creative control of game development and they came up with some really fun mechanics. That was instrumental to the success of the game.




What can you tell me about the process of getting it from an animation to a game, though? What programs did they use?

Alex: Each game and each background that had characters in it, we set it up like a normal animation file. So we have all the frames layered and set up in Toon Boom, and we would make all the assets—[they’d be] just sitting there for when there was going to be something interactive or something on screen—then we would just send them over as PNG sequences, labeled and sorted as best we could, and they would put it together in Unity.

Lindsay: Alex knows a bit of Unity and I used to do a bit of coding in C++, so we had an understanding of how these things work, so we were able to work really closely with them. Initially, we had to figure out our process for the exporting of these things, and how Harmony would play with Unity. It turns out they hook up really well!

The game has “over 100 alligators and 3 ghosts.” With that many characters to design, did you eventually come up with a formula or pipeline?

Lindsay: That’s the joke number, [but it’s] pretty accurate. There might be more.

Pat the Alligator is a character I’ve been drawing since high school. But I had very little experience drawing animals and I never practiced it, so I had a very particular way of doing it which was just really silly. That’s where the style came from.


Early Vine (remember those?) of Pat

There are a few [variables] within the style. There are the side-facing alligators that are like a V; there are the top-facing alligators where it’s like a triangle pointing up; and ones that are in between. Those are kind of the three shapes of alligators.

Alex: We would both be doing lots of different drawings and then decide which ones fit the tone of the game. We’d combine aspects of the drawings we were making and once we both understood the style, we could just draw gators as we wished.

Lindsay: The visual language came really naturally.

Each character has a very distinct set of reactions and idle animations. Did you plan those out in advance, or did you have to improvise some of them?

Lindsay: A lot of them were improvised just because each gator’s conversation nodes were very different from each other, but there were general ones: Wins, losses, happy, sad, disappointed, angry… But it was on a case-by-case basis.

Your work—going back to early Baman—has a lot more unusual angles and ‘camera movements’ than you see in other indie animations. What’s the secret to pulling it off well? Do you use any 3d elements or video reference, or is it done off the top of your head?

Pat's Vine

Baman Piderman: Ghost Night 2

Lindsay: Nope, it’s just done off the top of our head. That’s one of our specialties, why we get hired a lot to do dream sequences and stuff for TV. It’s in most of our work. We just have really good spatial awareness from doing it for so long. And because Alex and I so often work in silly or simplistic forms, it’s easier to move that stuff around. We do plan out floorplans, basically—where things are, in order to keep them consistent.

Alex: It’s funny: When we were getting toward the end of the game, we were looking at the angles we chose like, “Aw, this wasn’t pushed far enough! This could’ve been so much more extreme!”

The last thing I wanted to cover was the game’s inspiration. Old-school cartoons were clearly one, but I also got some Triplets of Belleville vibes?

Lindsay: We both love that movie, so… Sort of, but impalpably.

Alex: The game came about when we did a really terrible test animation and we said, “It’s not going to get any more complicated than this.” That’s all it is, but as we were drawing it, we wanted to make it look better.

Lindsay: For the backgrounds, we found all these gorgeous photos of extremely tacky, richie-rich interiors from the 50’s to the 70’s and I was like, “Oh, man, the game should be like this!” And part of the game is inspired by Long Island. Alex’s family lives there, and it’s just the most alien, tacky place I’ve ever been in my life.


Tacky Long Island house

Twinight House; Oyster Bay, NY. Image from MLSLI.

But in terms of the gameplay, there’s a huge inspiration from Professor Layton, the original trilogy, just because that’s my favorite game. I think that’s pretty obvious.

Professor Layton

L to R: Professor Layton 1-3 for the Nintendo DS.


Who are some of your other favorite indie game artists, or just artists working on other awesome things that you wish had more exposure?

Lindsay: I think Wandersong is really interesting. What else…

Alex: I don’t know. I’d have to think. Yeah, we don’t really consume that much media.

Lindsay: We don’t have a lot of time because we have to work so hard to keep the studio afloat. But we’re big fans of stuff on Cartoon Network. We’re loving watching OK KO, Mao Mao, those kinds of things. But in general, we can’t play a lot of indie games, which sucks, ‘cause we should, ‘cause they’re very good. And I never feel like I know what anybody’s talking about! [Laughs] We’re boring, I’m sorry!

Speaking of your schedule, you once talked [in an interview] about having to go almost 50 hours without sleep while working on a project. Is that the kind of thing that happens often?

Alex: There was a time where we weren’t using our time wisely.

Lindsay: A couple years ago when we were first starting our business, we were doing lots of projects all the time, we were up all night crunching, getting sick, feeling terrible, and we had a particularly bad one several years ago that kept us up into the forty-something hour range where we were both seeing spots and hearing things. And we decided after that, we will never do that again. Our health is too important. No more all-nighters. And we stuck to it by being smart about the way we use our time.

I wish a lot of young creators would also take that vow. Your health is much more valuable than anything.

Alex: There’s this idea that staying up late somehow means you get more work done. That’s a huge fallacy that hurts a lot of people. The best way is to work steadily while you’re awake, then sleep as much as you need to. That gets way more work done over time than crunching.

That’s advice the culture as a whole needs. Especially in web media where people brag about getting like three hours sleep a night.

Alex: Yeah, it’s a bragging point: “Oh, I stayed up till 5!” Okay great, the whole week is gonna be shot for you.

Lindsay: You also can’t sustain that after age 25.

Do you have any secrets for living and working together without conflict arising?

Lindsay: We were actually just talking about this earlier and not to shame you, but it’s such a rude question! [Laughs]

We get asked this all the time: “Oh God, how do you guys not kill each other?” And it’s just, “Well, we just like each other!”

Alex: We got this question at a café we always go to just yesterday. It occurs to everyone to ask us that. We were talking about it right before your call: “What’s the reason people do that?”

Lindsay: It’s essentially, “Do you find your partner annoying?” [Both laugh]

Oh! That’s why I tried to frame it as… not “Do you find them annoying” but, “Do you have any advice for…” You know what I’m trying to say?


Lindsay: I do. My advice for anyone in a partnership of any kind, whether it’s a romance or a friendship or anything beyond that binary, is just “Compromise, and be really communicative.” Alex and I talk everything out. We say what’s on our minds. We’re extremely honest to each other about our feelings, whether they’re negative or very positive.

When you’re really honest with people and you speak simply and respectfully about how you feel, even if it’s not a good thing, I find you can always find common ground with whoever you’re working with, whether you’re working on work-work, your life, or anything like that.

Honesty, being upfront, and compromise are the keys to a happy partnership.

Alex: I would add to that: It helps to be honest internally, with yourself, and if you’re in tune with how you really feel, that helps you communicate. And it’s almost easier if you have an external project you’re working on together: To be creating something that you both put your hands in and work on.

Lindsay: I don’t want people to get the wrong idea and say “There’s no conflict, they’re so peaceful!” We’re human and we have conflicts with each other, but honesty and compromise are what help them get solved really fast so everyone’s happy and you move on quickly.

Alex: I think working together at home all day leads to fewer conflicts. When our relationship was just starting, we had less conflict the more time we spent together. It just got easier and better.

Finally, about your upcoming feature film. It’s called Something Special…

Lindsay: Nope, that’s just the trailer!

What is it going to be called?

Lindsay: I can’t tell you.

What can you tell me?

Lindsay: Almost nothing! [Laughs]

We’re completely funded to make it, all the writing is done, we’re more than halfway through the storyboards, we’re in the midst of casting right now, all the design work is done… We’re pretty much getting ready to go into rough animation. It’ll be done probably within the next three years’ time.

We’re having more people in—not for the art process, but we’re going to have actual voice acting and we’re hiring people to help us with post work this time. We have Neil Cicierega working on the score, which is awesome, and Matt Cummings, who we worked with on Adventure Time, is doing all of the backgrounds.

But basically, it’s still gonna be mostly just us

Lindsey and Alex

Image from Massart


Lindsay and Alex’s website is here. Their Youtube channel is here. They’re best reached via Twitter here. Their Patreon is here.


  • Assets: Anything that goes into a game.
  • Clean-up: Tracing over the rough drawings to create the final lineart. For Alligator this was done by Ian “Worthikids” Worthington, I just had to cut the section in which they credited him themselves.
  • Conversation nodes: The choices of what you can say or do to a game character as you speak to them, and their potential responses.
  • Flash: Adobe’s flagship animation program, now known as Adobe Animate. Intended—and much more often used—for short web animations and browser games than for longer projects.
  • If-thens: Conditional responses and dialogue. “If player does this, then character says that.”
  • Inbetweens: The frames between the key frames that make up the bulk of all movement.
  • Keyframing: Drawing the key frames or the animatic: the defining image of each character pose, object movement, and camera angle.
  • Pass: A draft.
  • Tie-down: Going back through your rough sketches to ensure that proportions and placements stay correct and there are no visible errors.

About the Author: CS JonesCS Jones

CS Jones is a Philadelphia-based freelance writer, illustrator, and occasional photographer. He spends his spare time listening to Spotify and waiting for trains. Someday, he’ll finish that graphic novel. In the meantime, his work is best seen at or @thecsjones on Instagram.



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