The makers behind last year’s Teenage Mutant Ninja Turtles know you were disappointed. But because fans of the heroes on the half-shell turned out in force, the reboot made a whopping $493 million worldwide. With that assurance of box office draw, Paramount has regrouped, planning a bigger budgeted sequel that aims to give fans everything they’d wished for the first time around, meaning more turtles, more humor, and a crazy upgrade for the Turtle Van.

When we visited the set of Teenage Mutant Ninja Turtles: Out of the Shadows last June in downtown Manhattan, Screen Rant learned that there were some major bumps in the road making the 2014 reboot. Pete Ploszek who plays Leonardo on set (Johnny Knoxville does the character’s voice) noted, “I think everyone’s paying attention to how people felt about the first one, and what they want to see, and what faithful means, and what it doesn’t mean. I think there is a sort of awareness now to do right by the franchise.”

Alan Ritchson (Raphael) confessed, “I got to be honest, I was a little nervous about coming back because the first run of this–the first trial run of the first film–was pretty tough. Pretty tough.” Why? “Well, we shot three different versions of the movie for one.” He later said, “There’s a whole other movie (of Teenage Mutant Ninja Turtles) on the cutting room floor. A couple.”

In a separate interview, producer Andrew Form admitted, “I think when we were shooting (Teenage Mutant Ninja Turtles) we got lost a few times. And once we understood what the tone was it really, wow did it help us a lot.”

Ritchson and Ploszek’s onscreen brothers Noel Fisher (Michelangelo) and Jeremy Howard (Donatello) concurred that production on Teenage Mutant Ninja Turtles was tricky, largely because script changes and reshoots meant they had no concept of what movie they were really making. But this time, the tone and audience are clear. Ritchson explained, “We’re not making Dark Knight here. It’s definitely a comedy. We all saw (the first film and theaters) and it was like, ‘Oh! This is a comedy.'”

Teenage Mutant Ninja Turtles 2 Team Still How Teenage Mutant Ninja Turtles 2 Will Do Right By the Fans

Left to right: Donatello, Michelangelo, Leonardo and Raphael

“Not just a comedy,” Ploszek said, “but a family comedy.” Ritchson nodded, “This is fun for the whole family, I mean two to ninety-two everyone can go enjoy this.”

In his own interview, screenwriter Andre Nemec noted, “For this movie, humor is the thing we gravitate most towards, finding the humor and the irreverence of the movie. And I think whether it be the Saturday morning cartoon or the graphic novel, there’s an irreverence to the concept of Teenage Mutant Ninja Turtles…Any time we were able to take a situation and see if we could bend it just a little bit and make it just a little irreverent, just a little outside of the norm, that was one of the goals we were trying to lean toward with this movie.”

The Teenage Mutant Ninja Turtles: Out of the Shadows stars are also optimistic about its action sequences. “This time, it looks beautiful,” Howard declared, “We’ve already shot some action pieces in Buffalo, I mean these car chases, mind blowing. We got the guys from Fast and Furious to come in and do it. And it looks epic. It looks like a summer blockbuster movie this time. So we’re all very excited that we got to come back and do that.”

That car chase scene takes place in the first act, and all the Turtles were giddy to talk it up. Ritchson proclaimed, “The first act is essentially a giant, amazing action sequence. The film starts out super explosive and it just doesn’t let up. We’ve actually seen some of it already cut together, and it’s pretty mind blowing.”

Teenage Mutant Ninja Turtles 2 Bebop Rockstead Still How Teenage Mutant Ninja Turtles 2 Will Do Right By the Fans

Left to right: Bebop and Rocksteady

But the biggest and most positive change between films might be directors. On the heels of VFX-stuffed actioners like Battle Los Angeles and Wrath of the Titans, South African helmer Jonathan Liebesman directed Teenage Mutant Ninja Turtles. Yet none of his titular leads were willing to describe him as a fan of the franchise. In fact, a simple question about how Liebesman’s style differed from Teenage Mutant Ninja Turtles: Out of the Shadows‘ helmer David Green led to a shocking exchange between the reporters and actors.

One reporter asked, “Besides just the fact that there were these startlingly different tones, what would you say are the biggest differences between Jonathan Liebesman’s approach and Dave Green’s approach?” And Ritchson, Fisher and Ploszek who’d been enthusiastic and garrulous moments before went silent, glancing at each other. Fisher giggled nervously as Ritchson asked, “Who wants to take this one.” And then Howard, who hadn’t spoken much to us yet said simply, “Kindness.”

Now it was the reporters’ turn to exchange glances.

Ploszek was quick to spin this awkwardly honest moment into why fans should be excited for the film at hand, saying, “Well, I’ll put it this way Dave Green is 32. He grew up with these guys (the Teenage Mutant Ninja Turtles)…with Dave, what was communicated to us early on was how much of a fan he is, and really gets it. I think he was able to watch the first movie–like we all were as an audience–and see, okay that works, that doesn’t work. I love that let’s do more of that. I connected to that or I didn’t connect to that. So, that’s where he has a leg up this time around, as anyone would coming back to a sequel.”

Page 2: More Details About The Teenage Mutant Ninja Turtles Sequel

Teenage Mutant Ninja Turtles 2 Casey Jones April ONeil How Teenage Mutant Ninja Turtles 2 Will Do Right By the Fans

Left to right: Casey Jones and April O’Neil

Fisher added, “Again once the tone was set, I think that was a big strength for Dave Green. He focuses a lot on the heart of how the brothers interact, showing a lot about the love there. And we get to explore that a lot more this time. That’s kind of what I look forward to.”

Ritchson diplomatically offered, “To be fair to Liebesman, everybody was trying to figure it out (on the first film) as we were going. How do bring this story to life with this technology with this opportunity that we have? And Liebesman had a vision that was different than the vision we’re doing today. And I think it’s to Dave’s advantage. He desperately wants to make a love letter to the Turtles, and the origin story, the author and to the fans. As do we. And there’s a lot less to battle to make that happen.”

Even Form admitted Liebesman struggled with Teenage Mutant Ninja Turtles. The producer said, “You know Liebesman had to start this franchise, which was hard. And finding the tone of the movie was hard. And now Dave gets to come into this movie with 90% of the crew from movie one, almost everybody is returning cast wise except for a couple of new people. So he gets to walk right into this machine that is really moving along nicely. And Dave Green grew up a huge Turtle fan. He loves the Turtles so much. He used to dress up as Donatello like when he was a kid like. So he is really is all about the turtles, and I love that he brings that, he brings the heart to this movie, he really does.”

And who wouldn’t love having the chance to overhaul the Turtle van? “Turtle van is dope,” Fisher declared, and his fellow Turtles agreed. But it was Form who gave us the 411 on the new ride that plays a part in that aforementioned car chase.

Teenage Mutant Ninja Turtles 2 Turtle Van How Teenage Mutant Ninja Turtles 2 Will Do Right By the Fans

The Turtle Truck

“It is now the Turtle Truck; it is not a Turtle Van anymore,” Form informed. “That thing did 60 mph up in Buffalo with flames coming out of the sides. It’s a big upgrade from that little turtle van we had in movie one. Like this now this big garbage truck that Donatello has converted it to his truck. And the interior is literally the best man cave I’ve ever scene. I mean it’s crazy back there…It’s totally decked out and outfitted the way teenagers would have. There’s no CG in there at all. It’s fully built, like the back inside of a truck with a couch and TV. Everything you’d expect that if you were going on a little bit of a road trip, you’d want in there, they’ve got it.”

Ritchson promised, “It’s like the coolest thing. That’s one of the coolest set pieces I’ve ever interacted with,” and even suggested the real van might travel around the U.S. to promote the film’s release. And the Turtles lair got an upgrade of its own. The actors hadn’t yet seen that set in person yet, but based on concept art, they promised ravines. “Sewer ravines,” Howard specified, “But let’s not focus on that… Hundred-foot waterslide, there’s your teaser.”

Ritchson sold its spectacle and import saying, “It’s like everything else. It’s analogous to the film in general. I think it’s truer to sort of what I remembered as a kid, for what that’s worth. But everything as a kid seems bigger, you know, larger than life. The scope of this set, as is the turtle van, is exponentially bigger, and more interactive than before. As is the movie itself…Everything, the scope of the story, is a lot bigger this time.”

But when it came to what villains would surface, the stars were mum, save for Ritchson promising, “The diehard fans are going to get a great film. They’re going to be very happy with who’s here.”

Nemec teased, “We’ve been able to pull some great characters out of the original comics and all the way back to the graphic novels, and then lean into some of the cartoon stuff from the early years. It’s such a big sandbox, there’s just so much going on in that sandbox.”

Form later confirmed that along with the addition of Turtles’ ally Casey Jones (played by Arrow’s Stephen Amell), the sequel would also offer “a new Shredder,” “a new Karai,” as well as beloved baddies, Bebop and Rocksteady.

Nemec promised Easter Eggs for longtime Turtles fans, the most obvious of which is a cameo from Judith Hoag, who played April O’Neil in the 1990 movie. But also, he declared, “There are a couple of good, fun, deep canon Easter Eggs. There are things that if you are paying attention, there will be a name here or there. There will be a number on something that means something to super-fans…I always make the joke because I like putting these things in, I’m like, there are eight people who will see this movie and be like, ‘Right on! I can’t believe they did that!’ But probably not more than eight people will notice some of the Easter eggs.”

“It’s Turtles 2.0 in a really big way,” Fisher assured.

More: Teenage Mutant Ninja Turtles 2 Has Double The Turtle Screen Time

“TEENAGE MUTANT NINJA TURTLES: OUT OF THE SHADOWS” is the sequel to the 2014 hit film “TEENAGE MUTANT NINJA TURTLES.” The film is based on the Teenage Mutant Ninja Turtlescharacters created by Peter Laird and Kevin Eastman and is directed by David Green (“EARTH TO ECHO”). Michael Bay (the “TRANSFORMERS franchise) returns to produce alongside his Platinum Dunes partners Brad Fuller and Andrew Form (“ TEENAGE MUTANT NINJA TURTLES”), with Galen Walker and Scott Mednick (“TEENAGE MUTANT NINJA TURTLES”) also producing.

Also returning for the sequel is Megan Fox (“TRANSFORMERS”) as April O’Neil, Will Arnett (“Arrested Development”) as Vernon Fenwick and the Turtles: Alan Ritchson as Raphael, Noel Fisher as Michelangelo, Pete Ploszek at Leonardo, and Jeremy Howard as Donatello. Rounding out the cast is Stephen Amell (“Arrow,”) as Casey Jones, Tyler Perry (“GONE GIRL”, the “MADEA” franchise) as Baxter Stockman, Academy Award nominated actress Laura Linney (“The Big C”, “LOVE ACTUALLY”) as Chief Rebecca Vincent, Brian Tee (“JURASSIC WORLD”) as Shredder, WWE World Heavy Weight Champion Stephen “Sheamus” Farrelly as Rocksteady and Gary Anthony Williams (“THE INTERNSHIP”) as Bebop.

Teenage Mutant Ninja Turtles: Out of the Shadows opens June 3rd, 2016.