Original Film

About
The original Gear Babies is an 86 minute animated film created by Critical Pictures and animated by EliteParanoid in 2009. The story is roughly based on the first two Gears of War games, and highly influenced by the novel Halo: The Fall of Reach . The movie was produced mostly in GIMP and Sony Vegas Pro 8 by using frame by frame animations and chroma keying . Due to the fact the original isn't superb quality, 2.0  was made, as the original was buggy.

Production
The idea of Gear Babies began as early as 2007, shortly after the Halo Babies project failed. The original idea was to make Gear Babies a comedy series rather than a movie, and was switched to the latter after the discussion of making it have more significant meaning. The very influential novel Halo: The Fall of Reach had served as an ideal plot: taking children and training them for war.

Actual scripting and animation did not start until late 2008, and the first trailer was released in June 2009. The movie was originally uploaded to YouTube and aired in eleven different parts until they were later taken down and combined as a whole video on November 28, 2012.

Casting
Casting began as online auditions with a deadline. Unfortunately all the roles could not be filled in the deadline, thus Hoffman was left with an AI voice. Augustus Cole had two different voice actresses in the film, due to the original disappearing from the internet halfway through production.

Plot
The story's main focus is about a five year old boy named Marcus Fenix, who is literally kidnapped from the safety of his home in Jacinto, along with 400 other children including his best friend Dom. The "kidnappers", who are also Spec Ops for the COG were in charge of bringing the Coalition the best children they could find on the planet, each being paired in groups where they are set out to different regions of Sera . After the children's arrival, they are bluntly told they will not see their parents or guardians ever again, and are there to train to fight the Locust Horde as they needed more help. The training consisted of very brutal emotional and physical conflicts: being set out on dangerous missions, and facing the fact they are on the brink of survival.

Main Characters

 * Marcus Fenix is the main protagonist of the movie. He is five years old, and lives with his single mother Elaine Fenix; he does not know much about his father Adam, except for the fact that he and his wife were no longer together and he went to his studies. Marcus is portrayed as a quiet, smart, and obedient child for his age who actually almost seems like an eight year old. Albeit being strong-willed most of the time, Marcus finds himself in fear a few times in the film, but quickly gets over it after discovering his mother's death. Appearance wise, he has black wavy hair and blue eyes, and stands a little taller than most of his peers.
 * Dom Santiago is the deuteragonist who serves as Marcus' best friend. He is a year younger than Marcus, and lives with his mother Eva and a father who was unseen and anonymous. Dom is almost the exact opposite as Marcus, as he is pessimistic, worries, and is in constant fear, aside from when he and Marcus found Marcus' house in ruins, and a few other scenes such as where Dom saved Marcus in a battlefield. Dom gets along with very few people, only including Marcus, Kim, Cole, and Carmine for the most part.
 * Damon Baird claims himself as a "wildcard", and that he can beat anyone at being hyper and rude hands down. Baird is first seen later in the film, where Marcus and Dom are eating lunch in the mess hall. He has a very shrill voice, and seems to be the rebel and annoying one of the group. He constantly tries to act older than his age (5), sometimes almost trying to be like the Chevy Brothers albiet he warns Marcus, Dom, and Carmine about them. He's around the same height as Marcus, and is known for having blonde hair, goggles, and crooked front teeth.Temp-200-27528640_(2).gif
 * Augustus Cole is in the same group as Baird, and appears to be Baird's counterpart, although he considers Baird a "pushover" at one point. Unlike Baird, Cole is very laid back and knows the ropes around the camp as he and Baird had been there the longest. Cole also appears to have a slight lisp, and sometimes spits when he talks. Marcus and the others view him as a very good friend.
 * Anthony Carmine is the youngest character in the film, and had just turned three years old. Albeit being small and frail, Carmine can successfully wield a Longshot Sniper rifle which impresses Hoffman. Dom considers Carmine to be Hoffman's "favorite", as he points out he is only nice to Carmine which isn't exactly true. As he is barely three, Carmine speaks very broken English, and can barely say full sentences; he often only replies with two to three words. Anthony has straight black hair and large green eyes, giving off a shota appearance. Carmine dies next to Marcus toward the end of the movie, due to being shot and malnutrition, albeit Marcus tried to save him.
 * Anya Stroud is also around the same age as Marcus, and is seen immediately after Marcus and Dom's arrival. She is extremely intelegent, and even holds the job as Chairman Prescott's assistant. Although Anya is mostly helping Prescott, she constantly warns Marcus about him, and helps him through his hardships. Out of all the children in the series, Anya seems to be the closest to Marcus, and they become very good friends.
 * Major Victor Hoffman is a man in his late 20's who is in charge of Delta Squad. He is seen as very lazy and sarcastic, and usually very blunt to the children, almost like he forgets how old they really are. During the beginning of the movie, Hoffman expresses his hate toward children in general, but later it is shown he does in fact care about them.
 * Chairman Richard Prescott is considered the boss of the project. Albeit being in very high rank he isn't as smart as he is made out to be, and is actually shown to be a goofball like Hoffman at times, especially during his speech. Prescott also appears to be attracted to Commander Vendetta, even though she doesn't like him very much.
 * Commander Vendetta is a woman who works for Prescott, and strongly dislikes Children. Toward the end of the movie, she actually does seem to care about the children, especially Marcus.
 * LT Anderson is Vendetta's partner as a spec op, and was also the one who kidnapped Marcus and Dom. Anderson is shown to be good friends with Hoffman, even though they are shown to argue and disagree a lot; Anderson and Hoffman are almost always seen together to the point it was implied that Hoffman had a homosexual crush on Anderson when he died.
 * Elain Fenix is Marcus' mother who appears to be very young and friendly. She cares deeply about Marcus, and attempts to figure out where he is with Dom's mom Eva. It is later revealed that Elain dies shortly after the neighborhood was attacked, as Marcus and Dom find her body intact in their home.
 * Adam Fenix is Marcus' father, who is also divorced from Elaine. He is shown to be a scientist, as Hoffman knew him as the one who partially developed the Hammer of Dawn . In a later scene, it was said by Adam that the Sires have escaped, implying that Adam had also created them. Adam's face is not shown in the entire film, as it was either the back of his head or the bottom of his face, which it was shown he had a beard and black hair similar to Marcus.

Other characters

 * Alex Chevy is the eldest of the Chevy Brothers, and is portrayed as dangerous and intimidating. Alex is considered to be one of the oldest, if not the oldest child in the camp as he is thirteen years old. It is shown he hangs out with Baird and Cole sometimes, as well as his two other brothers. In the movie, Alex experiences a conflict with Marcus until Prescott pulled the two apart; later in the series, they end up working together when the Locusts attack the base. Alex appears to view his siblings as people with little importance, as he is not upset when Elijah dies. However, he sacrifices himself to save his remaining brother and his friends.
 * Niko Chevy is the middle child of the Chevys who is shown to be dumb and an airhead. Niko however, is very close to his two brothers and tries to protect them at all costs. Niko is also the only brother who doesn't show hostility to the other children, and is considered the most gentle of the three.
 * Elijah Chevy is the youngest who is shown to be very short and chubby. He isn't very smart either, but is a bit smarter than Niko. During the attack, Elijah dies from a headshot.
 * Minh Young Kim was a seven year old who was part of Delta Squad, and ended up dying on the first night at the camp from the Kryll . Sadly, the other three children in the squad witnessed his death, and were psychologically scarred from it.
 * Morgan is a child who seems to be around six years old, and hangs out at the Sugar Shack. A friend of the Chevy brothers, and briefly tells Marcus, Dom, and Carmine the story about how the brothers killed the spec ops, as he claims he was in the same room as them.
 * Fordyce is a child who is in the same squad as Morgan, and is shown to get in a lot of fights with Cole. It is later revealed that he was killed by Locusts as well, or as Baird mentioned "torn to shreds".
 * Corporal Stites is the woman in charge of Echo Squad, which contained the Chevy Brothers. She calls them "crazy brats", but at the end of the movie it is seen that she really cared about the kids as Niko was the only one left.
 * Gordon is one of the spec ops that helped Anderson at the begining of the movie. He's mostly quiet, and is only seen a few times.

References and Trivia
Albeit being a fan-film with a semi original plot, Gear Babies is notorious for using references from other films, games, and other sorts of pop culture.
 * A few times in the film, there are signs that read "No Locusts allowed" with an image of a Locust crossed out. This is a reference to the film District 9 .
 * When Baird is trying to get Marcus to curse, the part where Marcus whispers the word "bitch" is a reference from 13 Going on 30 .
 * After Baird sees Marcus fails to curse to his standards, he claims Marcus needs to be prepared. This is a reference to one of Critical Pictures' series, Happy Critical Day! .
 * The scene where Louis Armstrong 's "What A Wonderful World " is playing was a slight reference to Madagascar .
 * The Sugar Shack is actually a real life reference to a recreation room of the West Virginia State Penitentiary . The room was infamous for fighting, gambling, and raping, and thanks to it, it is considered to be one of the most violent correctional facilities. When EliteParanoid traveled to tour the penitentiary, he was inspired to use the Sugar Shack for a place where the rotten kids would hang out, such as the Chevy Brothers. This also influenced the orange jumpsuits, similar to ones inmates would wear.
 * Dom's mom's name, Eva was actually the name of one of EliteParanoid's classmates and friend.
 * Many of the quotes in the movie are actually quotes from Max Payne , Smokin' Aces, and Bioshock .
 * When Dom asks Niko where he learned to drive the Centaur, he replies with "Playstation ". This is a common car humor joke.
 * When Hoffman's phone goes off during Prescott's speech, this is a reference from a scene in Barnyard .
 * The quotes at the end of the film are actual quotes from Queen Myrrah at the end of Gears of War 2 .
 * Carmine's death was referenced to the death of Setsuko in Grave of the Fireflies .
 * When Baird mentions he can beat anyone at being hyper and rude, this is a reference to Tomo Takino from Azumanga Daioh .
 * When Elijah and Niko get stuck in the armory, many of the scenes were referenced to Snatch . Other references to Snatch where when Gordon and Anderson are trying to park the car, as well as when Vendetta mentions binoculars and Anderson retorts with "It's not as if he were a bag of damn peanuts". Another was when Hoffman and Anderson were driving through the Hollow, and Hoffman shouts "I love this song!".
 * When Marcus comments "I'm sorry, I'm still alive, ain't I?" is a reference to Kiki's Delivery Service, from the scene where Kiki crosses the road and almost gets hit.
 * When Dom cries "We're doomed!" is a reference to Lil in the Rugrats Movie . Another reference to the Rugrats Movie was when the news lady tells Elaine she found a syringe in Marcus' room.
 * "The LZ is hot!" is a common quote used in Halo . Another Halo reference was when Delta was in the helicopter, and Dom comments on how the music is "old stuff".
 * When Alex mentions there is a "rumble", this is a reference to the Outsiders .
 * When Dom asks Alex "Who's eBay?", this is a reference to the movie The Ringer .
 * The song Anya is singing when healing Marcus is from Metal Gear Solid 4 .
 * Before Anya runs into Marcus, Hoffman can be seen using the computer to get on YouTube . He mentions that the video he is watching is "So 2008", also implying that the movie takes place in the future. This can also be supported by when the child in the classroom comments that the Duck and Cover video they were watching "must have been made in 2020".
 * The scene where Dom falls out of the Raven was a reference to the second Transformers film .
 * When the Raven crashes into the battlefield, the scene where Marcus is waking up was influenced by a Halo 3 trailer.
 * When Hoffman says "Those are the outlands", that was an immediate reference to the Lion King .
 * When Anderson explains the Chevy brothers each have a different father, it is shown one is wearing a purple suit and yellow glasses. This design was influenced by the Warden from Superjail! .
 * The very beginning of the film where Prescott is explaining the project, much of the dialogue was referenced from RvB: Reconstruction episode 16.
 * Marcus' voice was actually intentionally a mimic of the official english dub voice of Chihiro from Spirited Away .