Star Wars: Clone Wars will have a gritty, spaceworn texture, without too many happy shiny light sources bouncing off everything, designers revealed at a Comic-Con panel. We'll get to see what those Y-wing ships looked like before the Rebels messed them up and hot-rodded them, and some cool old ship designs that never made it into the movies. Check out our design pics and click through for more info.

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Dave Filoni and other creators showed us how they build the faces of characters starting with shapes and planes and then building features on top. And they talked about rethinking some of the vehicles - like the AAT turbo tank from Episode I, which will have bigger wheels and a lower center of gravity to make it more of a car-lover's dream.

The design crew decided the Y-wing ships in the original trilogy were old Republic bombers that the Rebels "hot-rodded" and stripped down to turn into fighters. The designers reversed all that work, putting back on all the stuff the Rebels took off. The new version looks sleeker and cooler, with a turret on top and a nose cone. There's no more exposed machinery and the engine pods have coverings, and there's a "wasp-waist" construction.

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As we mentioned above, the texture of the surfaces will be less reflective and shiny than it might have been. As one designer put it:

The kind of "eureka" moment we had was when Andrew Harrison, the original designer, made the suggestion we take off specular highlights, which are the way the light reflects of surfaces in 3-D. [That way we] keep the integrity of the paint, and the characters would marry better with the painted background.

They showed an image of the side of a spaceship with faded cracked paintwork, which looked spaceworn. The goal was to have the feeling of texture without being too photo-real. Over time, the ships will get more scuffed up and dirty and banged up. At one point, working on season two, the designers had to pull back from being too realistic because they were in danger of losing the fun look.

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The original Star Wars ships were made from broken up models, and the crew actually had a CG modelmaker who actual created geometries that look like toy model parts. The designers can stick those onto the ships, creating a lot of cool textures.

George Lucas has a folder of ship designs that didn't make it into the movies, and he'll pull them out and suggest sticking them in here and there.

There will be hundreds of new characters. The main new character, Ahsoka, started out as a Twi'lek and now she's a Togruta. Her age also changed around. She started out as young as 10, and at one point she was as old as 20, and now she's 14.

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George Lucas insisted on getting rid of storyboards because he wanted to be able to visualize early in the process how scenes would flow and how they would be paced. This horrified the animators who were used to working with storyboards, but eventually they developed a system called 3-D Story which allows them to put all the "actors" in a scene and walk thorugh it in CGI. They demoed it and showed how they could get a lot of different shots of the characters all at once throughout a scene.

Lucas has been trying for years to be able to visualize the pacing of scenes early in the process - on Return Of The Jedi, Dave Weir built a whole model of the Endor forest with model bikes so Lucas could practice shooting the sequence from different angles and keep it fast-paced and thrilling.