This was a project I did at WWU in 1999 while working towards my BFA. It was my second animation project and also the second one to use AE.
Most of it was animated in After Effects with mask of some water colors I scanned in for textures. I was also experimenting with slowing the pace of an animation down considerably and relying even more heavily on dialog.
On a geeky side note- I remember working in the video lab at WWU on what at the time was an amazing computer- one of the first mac beige G3s with I think 128MB of RAM! Some of the shots took hours to render- mainly because of the wave deformation effects.