You probably went into the theater back in 2011 expecting more tap-dancing penguins. Instead, you got a philosophical crisis involving two tiny, translucent crustaceans drifting through the Southern Ocean. Honestly, the Happy Feet 2 krill—specifically Will and Bill—are the real MVPs of that movie. While the main plot focuses on Mumble’s son Erik and a massive iceberg blockage, the existential journey of these two krill provides a weirdly deep commentary on individuality and the food chain.
It’s a bizarre pivot. One minute you're watching a massive elephant seal standoff, and the next, the camera zooms in a thousand times to find Brad Pitt and Matt Damon voicing tiny specks of pink biomass. It shouldn't work. But it does.
The Existential Crisis of Being One in a Trillion
Most people forget that krill are the literal foundation of the Antarctic ecosystem. In the real world, Euphausia superba (Antarctic krill) have a biomass larger than almost any other individual animal species on the planet. They aren't just "shrimp-like creatures." They are the engine of the ocean.
In the film, Will the Krill (voiced by Brad Pitt) decides he’s done being part of the "swarm." He wants to move up the food chain. He wants to be a predator. It’s hilarious because, well, he’s a few centimeters long. Bill (Matt Damon), on the other hand, just wants to fit in and keep his "swarm-mates" close.
This subplot is basically a Beckett play disguised as a kids' movie. Will's desire to "adapt" and "evolve" on the fly is scientifically impossible, obviously, but it captures that very human desire to be more than just a face in the crowd. When Will looks out at the vastness of the ocean and decides he's going to eat something with a face, it’s a total subversion of how nature actually works. Krill are filter feeders. They eat phytoplankton. They don't have teeth. Watching a tiny animated crustacean try to hunt a jellyfish is peak cinema.
Why Brad Pitt and Matt Damon Took the Roles
It’s no secret that George Miller, the director of both Happy Feet and Mad Max: Fury Road, has a way of convincing A-listers to do weird stuff. Pitt and Damon recorded their lines together, which is why the chemistry feels so lived-in. You can hear the genuine banter. They weren't just reading lines in separate booths; they were riffing.
The Happy Feet 2 krill serve as the "Greek Chorus" of the film. While the penguins are dealing with the physical threat of extinction due to climate change and shifting ice, Will and Bill are dealing with the metaphysical threat of insignificance.
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Miller used these characters to explain the scale of the world. By jumping from the massive, sweeping vistas of Antarctica down to the microscopic level of the krill, the movie forces the audience to realize that every level of the ecosystem matters. If the krill decide to leave the swarm, the whales starve. If the whales starve, the whole system collapses. It’s a heavy concept for a movie about singing birds, but it’s handled with a light, comedic touch that makes it stick.
Breaking Down the "Am I My Brother's Krill?" Dynamic
Bill’s character is the anchor. He represents the biological reality of the species. Krill survive through sheer numbers. Their "oneness" is their only defense against the predators of the deep.
- Will wants to be "the one."
- Bill wants to be "the many."
- The tension between them is actually the core philosophical conflict of the entire franchise.
Think about it. Mumble was an outsider in the first movie because he couldn't sing. In the second movie, the krill are the outsiders because they choose to leave the safety of the group. It's a recurring theme in Miller's work: the individual versus the collective.
The Science vs. The Fiction
Okay, let’s get nerdy for a second. While the movie takes massive liberties—like krill having distinct personalities and the ability to survive outside of a swarm for extended periods—there are some grains of truth hidden in there.
Real krill do have a "swarming" instinct that is almost like a single organism. They use bioluminescence to communicate and stay together. In Happy Feet 2, this is depicted through bright glowing lights and synchronized movement. While Will and Bill don't exactly represent the typical behavior of a crustacean, their importance to the Southern Ocean cannot be overstated. Without krill, there are no penguins, no seals, and no blue whales.
Interestingly, the movie touches on the idea of "moving up the food chain." In reality, krill are incredibly rich in Omega-3 fatty acids and protein. They are a "superfood" of the sea. Will’s ambition to be a predator is a funny irony because, in the real world, almost everything is trying to turn him into a snack.
Behind the Animation: Creating a Microscopic World
The technical challenge of animating the Happy Feet 2 krill was immense. Dr. D Studios (the now-defunct Sydney-based studio) had to create a visual language that distinguished the krill from the vast, blue background of the ocean.
They used a lot of translucent textures and internal lighting effects to make them look "alive." If you look closely at Will and Bill, you can see their internal organs and the way light passes through their shells. It’s a level of detail that most viewers might miss on a first watch, but it adds to the sense of scale. When the camera pulls back from a close-up of Will’s face to a wide shot of the entire penguin colony, the transition is seamless. It’s a masterclass in digital cinematography.
The krill scenes were also some of the first to heavily utilize 3D depth in a way that felt purposeful. Because they are so small, the shallow depth of field used in their scenes makes the ocean feel infinitely large and dangerous. It creates a sense of "micro-gravity" where they are floating in a void, emphasizing Will's feeling of isolation.
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The Cultural Legacy of the Krill Subplot
Why do people still talk about these two characters fourteen years later?
It’s because they’re relatable. We’ve all felt like Will at some point—trapped in a system we didn't choose, wanting to be something more than what we were "born" to be. And we’ve all felt like Bill—scared of change and desperate to hold onto the people (or krill) we love.
The Happy Feet 2 krill aren't just comic relief. They are the heart of the movie's message about adaptation. The world is changing. The ice is melting. The old ways of doing things don't work anymore. Will’s realization that he can't actually be a predator, but he can be a leader, is a subtle nod to the fact that we have to work within our limitations to find our true purpose.
The movie didn't perform as well at the box office as the first one, which is a shame. Many critics felt the krill subplot took too much time away from the penguins. But looking back, those scenes are the ones that have aged the best. They are weird, experimental, and genuinely funny.
Actionable Takeaways for Fans and Biology Nerds
If you’re fascinated by the world of Will and Bill, there are a few things you can do to dive deeper into the real-world equivalent of their story:
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- Watch the "Making Of" Featurettes: If you can find the Blu-ray or digital extras for Happy Feet 2, there is a great segment on the "evolution" of the krill characters. Seeing Pitt and Damon in the booth is worth it alone.
- Support Southern Ocean Conservation: Real-life krill are under threat from overfishing and climate change. Organizations like the ASOC (Antarctic and Southern Ocean Coalition) work specifically to protect the krill populations that Mumble and his friends rely on.
- Explore the Soundtrack: John Powell’s score for the krill scenes is distinct from the rest of the film. It uses more "alien" and "shimmering" sounds to reflect their underwater world. It's a great listen if you like atmospheric film music.
- Re-watch with a Focus on Scale: Next time you see the movie, pay attention to the transitions between the krill and the penguins. It’s a brilliant way to teach kids about the "micro" and "macro" levels of nature.
The story of the Happy Feet 2 krill is a reminder that even the smallest creatures have a story to tell. Will and Bill might be tiny, but their quest for meaning in a vast, cold ocean is as big as any story Hollywood has ever told. They dared to leave the swarm, and in doing so, they gave us some of the most memorable moments in modern animation.