‘Max & the Midknights’ Showrunners David Skelly and Sharon Flynn Take Us Along the Creative Quest of Nickelodeon’s New Hero

Fans of Lincoln Peirce’s popular book series Max & the Midknights will be glued to their TV screens this month as a charming animated adaptation premieres on Nickelodeon. The distinctly animated series chronicles the adventures of a determined 10-year-old girl who pursues her dream of becoming a knight by leading her friends on an epic adventure in the fantastical medieval kingdom of Byjovia. Series showrunners David Skelly and Sharon Flynn recently discussed their colorful project with Animation Magazine via email.

Max & the Midknights [Nickelodeon]

The origins of the project go back four years ago, when Skelly was art directing Peirce’s previous series, Big Nate. The show’s executive in charge, Nathan Schram, asked Skelly to read Peirce’s second series of books, and he fell in love with the property. “We gathered a small crew, and on nights and weekends, I directed a one-minute animated proof-of-concept teaser (which later evolved into our title sequence),” recalls Skelly. “Shortly thereafter, the incredibly talented, Emmy Award-winning Sharon Flynn (co-executive producer/co-showrunner) came on board to figure out how to adapt the first of Lincoln’s books into 20 half-hour episodes!”

Flynn says she also fell in love with the stories and heroine Max. “I was so excited about telling her story, and I knew right away that to do Max’s story justice and build a satisfying arc — it needed to be a serialized show,” she says. “So, I pitched the broad strokes of what I was thinking to Nickelodeon, and then I was brought on, joining the amazing, Emmy-nominated David Skelly!”

A Cinematic Quest

As Flynn worked on the story bible for the show, Skelly was defining the special look of the project. “I felt a wide, feature film screen format (2.39:1) would seem quite cinematic and complement our action-adventure story nicely,” he explains. “But with a feature format comes a promise to the audience that the filmmaking will also be like a feature: dynamic, rich and compelling. I wanted the camera to be lively, to have a feeling of improvisation, as though the camera operator were reacting to the situation unfolding in front of them. Figuring out how to achieve that on a television budget and schedule was the next challenge.”

Skelly says there didn’t seem to be clear way to achieve his goals using conventional methodologies. So, he opted to create a brand-new production pipeline. “Our primary objective was to honor Lincoln’s wonderful illustrations, to adapt them as faithfully as we were able,” he says. “We set out to make a beautiful show — one that would stand out in a veritable ocean of captivating content — and that’s exactly what our incredibly talented crew has done! A small group of writers, artists and technical wizards at Nickelodeon teamed up with Xentrix Studios, a powerhouse animation studio in Bangalore, India, which also collaborated with us on Big Nate. They’re terrific partners, and they were willing to take a chance on a new production pipeline with us, so off we went!”

Xentrix Studios also worked with Nickelodeon and Paramount+ on Shimmer and Shine, Butterbean’s Café, Kamp Koral: SpongeBob's Under Years, Rugrats (2021), and Monster High.

David Skelly

Skelly’s concept for the new pipeline was to emulate a live-action production: The team would design and build everything first — every character, set and prop — and then “film” the show in real time using Unreal Engine. “We would hire visualization artists who would, in effect, be our camera operators and gaffers — and they, with the directors, would go ‘on set’ and shoot the episode live by moving stand-in CG characters, define the blocking (like we would with live actors), establish preliminary lighting and then shoot coverage (multiple angles) of every beat of every scene,” says Skelly.

Both showrunners love the fact that the show tackles some fantastic storylines and delivers the goods in such a visually interesting package. “From a story standpoint, Max & the Midknights is incredibly complex,” says Flynn. “Not only are we tracking Max’s arc — her journey toward becoming a knight — but every character has an arc. So, we’re juggling every story thread throughout all of our first 20 episodes. Shout out to our incredible writers: We like to say we’re making a 440-minute movie!”

She adds, “I also think (and hope!) that audiences will enjoy how we’ve blended humor, heart and action, as well as real stakes. David and I knew very early on that since this story was set in a medieval world (with fire-breathing dragons and razor-sharp swords), the kids needed to be in real peril for audiences to be invested and for the story to be exciting and satisfying.”

Sharon Flynn

“And it’s so incredibly cinematic,” Skelly chimes in. “The wide-screen format, the fluid camerawork and the lighting are positively stunning! We treat lighting as an essential storytelling tool, as opposed to simply illuminating the set: It supports and amplifies the emotional content of every scene. The textures make you want to touch your monitor while you’re watching the show! And the animation is so wonderfully charming! It’s done on twos to emulate stop motion. We use a ‘tilt-shift lens’ technique to make everything look miniature — like they’re tiny stop-motion puppets filmed on a real stage. As a result, every scene is imbued with an indescribable feeling of warmth and nostalgia — but at the same time it all looks so fresh, innovative and exciting!”

When asked about their animation influences, Flynn and Skelly offer a wide range of classic favorites. “From a performance standpoint, we wanted to evoke a feeling of the classic Rankin/Bass holiday TV specials from the 1960s and ’70s, like Rudolph the Red-Nosed Reindeer,” says Skelly. “And the extraordinary handmade craftsmanship of The Nightmare Before Christmas was a huge source of inspiration. For the filmmaking, we looked closely at Peter Jackson’s trilogy The Lord of the Rings — I asked all of our directors to use the same lens set as the [director of photography] Andrew Lesnie. And for costumes, color and charm: Michael Curtiz’s 1938 The Adventures of Robin Hood!”

There Be Dragons: Based on Lincoln Peirce’s popular book series, ‘Max & the Midknights’ pushes the visual envelope by using Unreal technologies in a wide-screen format.

Making Medieval Magic

The duo hopes audiences will be inspired and captivated by their show’s memorable characters and stories. “Early on, we did some focus testing, and one kid said that Max was brave, and she made them feel brave too,” recalls Flynn. “That always stuck with me. In addition to being fun and exciting, I hope Max & the Midknights makes kids (and anyone who watches) feel brave!”

Skelly concludes, “Look, this show truly has it all: It’s funny, exciting and unabashedly heartfelt. There are laugh-out-loud moments and moments where the story will bring people to happy tears. Our goal is to give audiences a surprisingly satisfying, emotionally cathartic experience as they go on this epic journey with Max and her friends. And thematically, we hope our audiences will be left with a feeling of empowerment. Sharon has deftly woven that theme into every episode of the series. I think our title sequence song, written by our composers, the immensely talented Leticia Wolf and Matt Mahaffey, really sums up that theme in the lyrics: ‘I wanna make my own destiny!’”

Max & the Midknights premieres on Oct. 30 at 7 p.m. (ET/PT) on Nickelodeon. The rollout begins with the first episode, which is now on YouTube.

This article was written for the November '24 issue of Animation Magazine (No. 344).

More from The Parent Watch:

Nickelodeon's Max and the Midknights cast discuss the connection to their characters

The popular book series is making its way to the small screen on Nickelodeon!

Max and the Midknights /

Make room for Nickelodeon's latest release Max and the Midknights in your television diet. The animated series is set to premiere on Oct. 30 and will bring all the adventure, action, and misfit-ready fun for the whole family!

Max and the Midknights is based on the best-selling children's books by author and cartoonist Lincoln Peirce. It follows an adventurous 10-year-old named Max who embarks on a quest with her newfound friends, a group of misfits aptly known as the Midknights, to save the Kingdom of Byjovia from ominous forces. The show is executive-produced by Lincoln Peirce and Jane Startz. Sharon Flynn and David Skelly serve as co-executive producers and showrunners.

Blu del Barrio leads the cast as the voice of Max alongside the other voice talent which includes Zeno Robinson (Transformers: EarthSpark) as Simon, Caleb Yen (Beyblade X) as Kevyn, a genius with photographic memory, and Melissa Villaseñor (Saturday Night Live) as Millie, a wacky yet super positive and magical girl.

We spoke with del Barrio, Robinson, Yen, and Villasenor to get insight into how they approached their characters and how live-action acting differs from voice-over. Read on to get all the details you need before you watch the show!

The Parent Watch: Were you familiar with the graphic novel prior to saying yes, or if not, what made you want to say yes to this project?

Blu del Barrio: I wasn't familiar with the novel before this project came to me. After my first audition and meeting David, one of our showrunners, I realized that it was his energy about the show and the story that made me want to pursue it and truly care about the process. From the moment I met him, I could sense how excited he was about this project and how much passion he had for it. He was really determined to make this work. As things progressed, once I knew I had gotten the part, I started reading through the books, which made it all the more exciting. I think we did a great job of bringing something special from the page to television, and that’s thanks to David, Sharon, and everyone else involved who loves this show so much.

TPW: Melissa, Zeno, and Caleb, with your experience voicing animated characters, do you ever feel a connection to your character in this show? Do you feel like there’s a part of you that comes through in the dialogue?

Melissa Villasenor: It took me a few tries to really hone in on Millie’s voice and point of view. We even re-recorded some lines because it takes time to sink in. A couple of episodes in, we all agreed, “This is it. This is Millie.” I think we needed to redo those lines because it takes a little time to get it right. But once you do, you think, “I see it now. I feel it now.” It’s so cool.

Zeno Robinson: Once you step in and start recording those first couple of episodes, you really get to know the character. I found myself relating to Simon in similar ways to how Melissa connected with Millie. I discovered aspects of the character that reminded me of myself, like the fondness for animals. Simon is sweet and sensitive, and I see those qualities in myself, making it easy to embody him while recording.

Max and the Midknights /

Caleb Yen: I’d say Kevin and I are similar in that we’re both “a lot,” but we have very different brands of “a lot.” A big part of Kevin's character is that he really wants to take action, but he’s also afraid at times. I definitely empathize with that feeling—wanting to dive into something exciting but feeling scared when the moment arrives. Also, Kevin makes a lot of weird sounds, and so do I, so that’s a plus!

TPW: Did any of you feel a connection to the storylines or characters, particularly those that mirrored your own experiences?

ZR: A key part of the show is its self-awareness. It can get wacky and feature larger-than-life adventures, but at the core, all the characters have their own perspectives, goals, and points of view. They genuinely care about one another. During recording, there have been many heartfelt moments where one character delivers a touching speech to another. Their priorities bond them, and this shared sentiment of caring for one another, especially as a family, adds depth to the story. On these adventures, their bonds are both strengthened and tested, resulting in some great character moments that enhance the show’s relatability and quality.

MV: I can relate to Millie in that she often means well but messes up. That’s something I connect with; I often try to do the right thing, but it doesn’t always come out as intended. It’s important for kids to see that you can try your best even if it doesn’t go perfectly.

TPW: I’m curious about your thoughts on the process in the booth. Do you typically record together as an ensemble, or is it mostly individual sessions?

BD: Mostly individual for most of us, but we've gotten the privilege of getting to do some ensemble records, which are always really fun. So it's a good mix.

TPW: How does the jump from live-action to animation feel? Do you think the character development process is similar, or does it change when you’re in the booth with the script?

CY: For me, it’s different. Both mediums involve a lot of character work and figuring out who the character is, but in animation and voiceover, you often make more spontaneous choices and don’t have as much time with the material. You’re not memorizing lines, so you get to quickly figure out moment-to-moment choices. In contrast, live-action might involve waiting around for setups, while voiceover allows you to just dive into the whole episode.

BD: I was just going to say that I really love voiceover work. What’s interesting for me— and I don’t know if anyone feels the same way—is that I get more physically exhausted doing voiceover than I do on camera. I think it’s because I’m a very physical actor and come from a theater background. Suddenly, when I started doing voiceover, I found myself in this small U-shaped box, and somehow I had to project the same level of energy as I would on stage without moving out of that confined space. I always end up leaving those recording sessions completely sweaty, as if I’ve just performed on stage. It’s because the same energy is trying to come out of me; I just don’t have the freedom of space. Voiceover is really cool and very challenging for that reason.

MV: That’s such a good point! Sometimes I want to say, “Hey, over there!” but then they remind me, “You can’t raise your hands; you’ll ruin the microphone’s sound.” You’re right; I didn't think about that.

Looking for the trailer after reading the interview? You're in luck! Check out the Max and the Midknights trailer on Nicktoon's official YouTube!

Max and the Midknights premieres on Nickelodeon on Oct. 30 at 7:00 p.m ET / 6:00 p.m. CT.

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