The wood floor was made with a Quadpatch and then with an Edit patch modifier to make the floor a bumpy. I choose a dead leaves texture to cover the floor, because this would match the Autumn feel to the trees. 
The trees would make up the background the my scene, these would give the scene a scary dark feel to it when combined with the lightning effects.
The woodland floor still felt very 2D to me so I added some plants from the AEC Extended section in max. This was to give floor a bit more life. Next I needed to put my characters into the scene. I referred back to original storyboard which showed Death as a shorter character, I wanted to change this and make him bigger which would be scarier, this would make him look very mean and empowering.
I had a bit of an issue with Deaths hood, for some reason the hood was see through!! Hopefully when the the light effects are added this wont show up.
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