Max Fleischer (17 July 1883–11 September 1972) and his brother Dave (14 July 1894–25 June 1979) were innovators in the world of animated film and before World War II were Disney’s main competitors in the cartoon business. In 1915, Max patented the rotoscope, a process that enabled the animator to trace the filmed movements of live–action actors to create greater realism, one that animators from Walt Disney (1901–1966) to Ralph Bakshi would later use. At John Randolph Bray’s studio, the brothers first developed the ‘Out of the Inkwell’ series, eventually featuring a rotoscoped KoKo the Clown battling with a live-action Max in an anarchic, frequently self-referential world. Starting their own studio, with Max running the business and Dave managing the animation, they developed such iconic characters as Betty Boop and Popeye the Sailor. The characters’ plasmatic bodies, produced in a production context that enabled free expression, coupled with a use of post-production sound that could seem like ad–libbing, were often in productive tension with the realism of rotoscoping or of their Stereoptical process, an early version of the multi–planar camera. Their poor business practices, however, as well as a loose production line that lagged behind the industrial division of labour developed at other studios, forced them to sell the studio to Paramount after their own efforts at feature–length animation failed, and despite their well–animated start of the Superman series in 1941.