Monsters University, in theaters Friday, is all about change and growing up (and laughs and scaring). In the film, we get a chance to see the birth of the ultimate monster bromance, as Mike and Sully must get over their differences and work together to prove themselves to one of the most visually magnificent animated characters committed to screen, Dean Hardscrabble.

Originally envisioned as a an overweight male monster that looked like a cross between the original film’s Mr. Waternoose and Professor Slughorn, at the final hour, the character was scrapped for a female version. Character Art Director Jason Deamer says she was a hurdle: “In the fifteen years that I’ve been working here, this proved to be one of the most challenging characters that I’ve worked on. On one hand, she’s the Dean of Monsters University. She needs to be put together and graceful, scholastic in her design. But at the same time, in the story, she is said to have been the most successful scarer of all time, so she needed to be inherently scary or have the ability to take that on. Those two ideas didn’t reconcile very easily. Combined with that, the added problem that we had to redesign her 6 weeks before shot production, which only gave the art department about three weeks to figure out what we were going to do. We tried everything: At one point, she was based on a snake, a bat, a crab, an owl, a butterfly, a scorpion, a spider. We’d put them all up in a room and nothing seemed right. The owl design works for the dean of a school, but not necessarily the most successful scarer in the world,”

Production Designer Ricky Nierva then introduced their inspiration: “This is Scolopendra gigantea. It’s the giant centipede. and what’s amazing about this (is that) it kind of captured all of the problems that we were having with the design. It has this inherent creepiness, that people look at these pictures and just shirk. But, When you see this thing move, it has this beautiful gracefulness with the movement of the legs and this kind of beautiful movement, and the animators got super-excited about that. When we figured it out, they cast Helen Mirren. And when they cast Helen Mirren, it added so much to this character.”

Chronicle Books’ The Art of Monsters University will show more of the evolution of Dean Hardscrabble and what she looked like from the earliest stages of concept art. If you want to walk off with a copy and a ton more Pixar art, we’ve got a Monstrous Art Book Giveaway, including a copy of The Art of Monsters University, The Art of Monsters Inc., two The Art of Pixar postcard sets, and The Art of Pixar: The Complete Color Scripts. Enter now for your chance to win and then visit our Facebook, Twitter, and Google+ pages for more chances to enter. Monsters University is in theaters Friday, and stay tuned to Nerdist.com and the Nerdist Channel all week for more from the cast and crew.