How “Our Flag Means Death ”transformed Rhys Darby into a merman

Warning: This story contains spoilers for Our Flag Means Death season 2, episode 3, "The Innkeeper."

How do you turn a pirate into a mermaid? All you need is a loyal crew, a killer soundtrack, and lots and lots of glitter.

Our Flag Means Death season 2 reunites swashbuckling lovers Stede Bonnet (Rhys Darby) and Blackbeard (Taika Waititi) after their tragic parting in season 1. An injured Blackbeard is hovering near death, stranded in a purgatory-like dream world after his crew attempted mutiny. He plunges off a cliff, sinking deep into the sea, and it seems as if his past regrets will drag him into the darkness. Then, a light appears, and Kate Bush starts to play: It's Stede, carrying a trident and sporting a golden fish tail. Merman Stede coaxes Blackbeard back to life, and together, they swim upwards into the light.

It's a moment that's simultaneously silly and heartfelt, a perfect encapsulation of the show's signature tone. Series creator David Jenkins says he and the writers have wanted a merman Stede scene for years, and it comes at the, ahem, tail end of episode 3, written by Alyssa Lane and Alex Sherman and directed by Andrew DeYoung. The sequence itself isn't long, but it proved to be a monumental undertaking, requiring careful collaboration from the visual effects team, stunts, hair, makeup, costumes, music, and more.

"When you're working on smaller shows like this that need big visual effects, you have to be very resourceful about how you do things," visual effects supervisor David Van Dyke tells EW. "I feel like the underwater sequence was a really great culmination of all the departments really working together and maximizing our resources."

With the episode streaming now on Max, EW caught up with a few key members of the OFMD crew, who break down exactly how they transformed Darby into a merman — fish tail and all.

Gypsy Taylor Gypsy Taylor's sketch of merman Stede for 'Our Flag Means Death'

A sailor's tail

Originally, the plan was to use a green screen to give Darby a CGI tail. But it was costume designer Gypsy Taylor who pushed back, arguing that she and her team could build a practical tail that looked gorgeous and functioned underwater. "I was like, 'Please make my dreams come true!'" she tells EW with a laugh. "'I want to make Rhys Darby a mermaid!'" It helped that Darby himself was game: The actor served in the New Zealand army, so he's a more than capable swimmer. He volunteered to film as much of the scene as he could, even if that meant learning to swim with a monofin.

As she started to sketch, Taylor immersed herself in mermaid imagery, finding inspiration in all sorts of aquatic creatures. Ultimately, she decided on a subtle golden look, one that fit Stede's personality but still brought plenty of drama.

"I delved deep into the mermaid world, and I could have gone all rainbow and big and luscious," she explains. "But instead I thought, look, if Stede turns into a fish, and it's Blackbeard's dream sequence of what he knows of Stede, then he'd probably just turn into a really sweet goldfish. So, that's where I started. He's just this sweet, loving little goldfish."

Gypsy Taylor Merman tail construction for 'Our Flag Means Death'

For the actual construction, Taylor recruited her longtime collaborator and props maker Hayley Egan. Many fake mermaid tails are sculpted out of a single piece of rubbery silicone, but Taylor wanted to keep Stede's tail as lightweight as possible, so Darby could actually move through the water. So, she fitted the actor with a stretchy Lycra base, and Egan hand-sculpted and attached about 3,000 individual silicone scales. The final steps were to add the enormous, flipper-like monofin at the bottom, before sewing on thin, gauzy strips of chiffon to give the tail more movement in the water.

Gypsy Taylor A close-up of Rhys Darby's tail in 'Our Flag Means Death'

Taylor worked closely with stunt coordinator Jacob Tomuri to make sure the tail not only looked beautiful but functioned underwater, too. (She also knew that they'd have to film quickly, since the chlorine in the tank could corrode the tail over time.) She carefully monitored the tail's weight — but it still wound up heavier than she anticipated.

"We added a whole lot of weight accidentally by putting five kilograms of glitter in," Taylor admits. "I had to warn the stunt team. I was like, 'I didn't think glitter would be that heavy! But we needed a lot of it. And it's so pretty!'"

Gypsy Taylor The tail required 5 kilograms of glitter

Egan constructed four tails in all: a stunt tail, a tail for Rhys to practice with, and two hero tails for use on camera. Egan assembled them at her workshop in Australia, but she had to stuff them into a suitcase to bring them to the OFMD set in New Zealand. All was well, until she got to New Zealand customs, and the agent asked her: "Are you bringing fish into the country?"

"She was in fits," Taylor recalls, laughing. "She was like, 'Well, actually… I'm bringing four fish into the country.'"

Once the tail was fitted to Darby's body, the makeup and prosthetics team came in to seamlessly blend it to his bare skin, adding even more scales and glitter. But although Darby moved gracefully underwater, navigating dry land proved to be a bigger challenge. Once the actor was encased in his tail, he couldn't move around set, so the crew borrowed a wheelchair from a local New Zealand hospital to transport him to the tank. (See the video below.)

"We'd all go up this ramp together, with him in his little wheelchair, and we'd just sort of dump him in," Taylor explains. "Everyone was trying very hard not to laugh."

Diving deep

Season 1 shot in Los Angeles, but for season 2, Our Flag Means Death relocated to New Zealand. Many scenes were filmed in a studio or on the life-size recreation of the pirate ship Revenge, but Van Dyke, the visual effects supervisor, wanted to take advantage of New Zealand's natural beaches and ocean views — particularly for the scene where Blackbeard plunges off the cliff.

So, the crew scouted a gorgeous spot near Bethells Beach, capturing drone photography and 3-D photogrammetry. "LA's got a ton of great natural resources," Van Dyke explains, "but you might have a guy sitting there on the beach in your shot, drinking a beer out of a cooler that yours truly has to remove."

The actual ocean scenes were shot in an enormous indoor tank. Underwater filming isn't exactly easy, but fortunately, several members of the crew had experience on a certain blockbuster James Cameron production. "Thank God Avatar shot out there because we had a lot of seasoned underwater veterans," Van Dyke says with a laugh. "So, they knew what they were doing."

The tank itself wasn't deep enough to look like a real ocean, so Waititi had to float horizontally underwater, and the image was later flipped to make it seem like he was sinking downward. Then, Van Dyke and his team came in to clean up the shot, adding depth and adjusting the trajectory of bubbles. He also worked closely with Taylor and hair and makeup designer Nancy Hennah, who had to ensure that Waititi's enormous Blackbeard wig didn't float away.

"Look, CG hair is hard enough, and underwater is even harder," Van Dyke says, explaining that Hennah's meticulous wig work saved his team hours of effort. "There were some things that visual effects had to help out with, but we didn't have to stick a CG wig on him. So, thank you, Nancy, for doing that!"

The perfect soundtrack

Music has always been a major part of OFMD's DNA, and season 1 brought memorably anachronistic needle drops like Fleetwood Mac's "The Chain" and Leonard Cohen's "Avalanche." For the Stede/Blackbeard reunion, Jenkins picked an ethereal '80s classic: "This Woman's Work" by Kate Bush.

The song was always Jenkins' first choice for the scene, and it was written in the script, but music supervisor Maggie Phillips admits that she initially argued against it. Not only was the song originally written for John Hughes' She's Having a Baby, but it's been used in multiple TV shows and films, including Extras, Love and Basketball, and It's Always Sunny in Philadelphia. Even Phillips herself had already placed it in another TV show, using it for a terrifying execution scene in The Handmaid's Tale season 2.

Plus, Stranger Things had just propelled Bush's "Running Up That Hill" to become the song of the summer in 2022. "I mean, I was so excited that the kids discovered Kate Bush," Phillips says with a laugh. "Ultimately, my feeling is that whenever Kate Bush gets exposed to new audiences, that's great. But I was fully like, 'Don't use this song. There's too much baggage.'"

Gypsy Taylor Rhys Darby on the set of 'Our Flag Means Death'

Jenkins pushed back, noting that the song suggestion came from Waititi himself, who's wanted to use it in a project for about a decade. Still, Phillips remained hesitant. "I was like, 'Okay, I still think this is a bad idea,'" she says. "And then I saw a cut of [the scene], and I ate my words."

Bush's dreamy vocals give the whole sequence an ethereal feel, and Phillips says she loves how the lyrics — "I know you have a little life in you yet/I know you have a lot of strength left" — take on new meaning as Stede coaxes Blackbeard back to life. "I saw it in a totally new context, and I love it," she says. "They actually recontextualize the song and make it work in a new way. I got chills watching it."

Plus, Phillips adds, the scene got one particularly important stamp of approval: "We heard through Kate Bush's management that she was very pleased with the use and very excited, which made me really happy as a huge fan."

Our Flag Means Death airs Thursdays on Max.

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