Summary: This paper details the state of the art computer animation system that was in use at Pixar at this point. It also explores how modular tools and a focus on what features allow animators to be most productive can greatly increase the ease of use of an animation system. Problem: The main problem addressed by this paper is, how can one build a computer animation system so as to maximize its usefulness for animators and minimize the difficult task of rewriting and improving it. Method: When constructing the Menv system, the programmers focused on features that would be most essential to animators and give them both control of and feedback about their animations. The system was built in a very modular way to allow addition of tools as well as upkeep to be as painless as possible. A high level custom programming language, ML, was designed to power some of the animations and model generation. Key Ideas: Focusing on the needs of animators can make the task of animating more efficient and less painful. It is possible to give animators near-real-time feed back on the effects of their changes. A custom high level language can be very powerful in simplifying model generation and some forms of animation motion. Contributions: The Menv system it self is an impressive contribution, but more importantly this paper shows that an animation system can be designed in order to make the task of computer animation easier and faster. The shear flexibility and power of the ML language is also a significant step in simplifying model generation. Many of the individual tools are also significant contributions as they are integrating cutting edge technology into the animation system. Questions: I am curious about how and how much the Menv system improved upon its precursor (which was written for Lucas Films) as well as which, if any, of the tools presented here had not yet been described in theory in other papers.