Traditional 2D cel-animation uses background panoramas over which foreground characters, and the camera, move. Because characters move through complex worlds, the panorama often contains multiple views of the world taken from different perspectives, but nonetheless seamlessly integrated into a 2D painting that is locally coherent, but may be globally nonsensical. This is a difficult task in which computer graphics can be of service. The panorama-creation process is currently performed by specialists, and the complexity of camera paths through the world is limited by their ability to assemble multiple views into a coherent whole. Futhermore, once an artist has created the panorama it is often difficult to incorporate computer-generated imagery elements into the animation because it is hard to abstract a meaningful 3D geometry for the world. This paper presents a system that creates a layout-guide from a crude 3D model and a camera path through that model; this layout-guide is then used in the production of a panorama, but one in which complex paths are possible, and in which the incorporation of CG elements is simple.