When I was a kid, I grew up watching Sesame Street, The Muppet Show and Fraggle Rock, and just about anything from the mind of Jim Henson and The Jim Henson Company that I could get my hands on. At the time, I never really thought about the logistics, challenges or technical complications that come from puppets interacting with the world. Since then, as someone who covers entertainment as a journalist, I’ve been on sets where I’ve gotten to see it happen, first-hand, and getting to watch the puppeteers work is truly remarkable.

On October 12, 2017, Collider (along with a handful of other online outlets) was invited to the Santa Clarita, Calif. set of The Happytime Murders to watch director Brian Henson and the human and puppet cast work, learn about what goes into pulling off something like this production, and get to tour the incredibly cool Creature Workshop where the puppets get built and repaired, on a daily basis. The adult comedy, set in the underbelly of Los Angeles where puppets and humans co-exist, follows two clashing detectives – a human named Connie Edwards (Melissa McCarthy) and a puppet named Phil Philips (played by puppeteer Bill Barretta) – who are forced to work together to solve the mystery of who is brutally murdering the former cast of The Happytime Gang puppet show.

During our time on set, we did interviews with some of the cast and creative team, who talked about what it was like to shoot the raunchy, R-rated hybrid. Here is a collection of everything we learned about the production during our visit to the set of The Happytime Murders, out in theaters on August 24^th.

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  In this world, puppets and humans co-exist, so they’re friends, they’re enemies, and they date, just like with any society. There is a social undercurrent to the story that’s being told, but it’s saying something without preaching it. The puppets are looked at as second class citizens, who are not entirely taken care of by the law.

• Screenwriter Todd Berger wrote the first draft of this script about 15 years ago. Even though he read it back then, it wasn’t until Brian Henson created the R-rated improvisation live theater show Puppet Up! that he considered actually making it. Many, many drafts later, they went into production and Melissa McCarthy was the first actor to sign on.

• As a producer on the film, McCarthy did a pass on the script, as a writer, to flush out her character and clarify what she wanted to say with her. The script was so good that she didn’t do a full rewrite, and she knew within two minutes of first reading it that she wanted to be a part of it.

• This is definitely an adult film that is not for kids. It’s hard R, but a super fun R. This film is more of a look at what happens with the puppets when they go home and live their own lives and don’t have to perform for other people. And while they’re not censoring themselves on set, they did have a bartender puppet with a singing penis that they decided not to use.

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  To accommodate the puppeteers, all of the sets are built up, so that they can stand on the floor because their optimum way to operate is if they’re standing with straight arms. Because the floor of the sets come up in pieces, the human actors have a two-foot margin to stay on their path and there are all these people in crazy green suits that look like a cult.

• The puppeteers are great at improvisation with the puppets and can keep it going with any/all of the human actors. Because the puppet is really just an extension of the puppeteer, it allows them to always be able to react, in the moment.

• The creature workshop, which is essentially puppet intensive care, is where they do repairs, every day. It’s a constant thing, having to do repairs, with all of the puppets, and it’s not just about repairs, but they also fix the hair, make-up and wardrobe of the puppets.

• The creature workshop has eight individuals on the team. Four of those people prep the puppets for the next scene and the next day, and build new puppets and reconfigure already existing puppets as other characters, on a daily basis. And then, there are four people on the set, that do the on-set rigging for each shot.

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  There are 125 puppets total in the film, with about 40 original puppets specifically created, according to what Brian Henson wanted to populate the world with. As a result, there have been as many as 25 puppeteers on set, in one day. There’s generally a minimum of 10 puppeteers, at any one time, with three to operate each puppet.

• The main puppet is Phil Philips, played by puppeteer Bill Barretta. There are six different Phil puppets, all of which do slightly different things. There was even a Phil made just for an underwater scene, which are challenging because the puppets soak up a lot of water.

• Phil and Edwards used to be best friends and partners, until an incident occurred that damaged their relationship and shattered their lives. Now, Edwards is a sugar addict, which is like heroin for puppets, and she blames Phil for it. Much of their humor together comes from their conflict.

• Another one of the main puppets is Sandra, played by puppeteer Dorien Davies, who is a voluptuous and curvaceous puppet with red hair, who asks Phil to investigate a case for her.

• With this movie, there are a lot of wide shots with puppets moving and walking around and digital legs are used to flesh them out, when they’re needed to do something that a puppet can’t do on its own.

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  With puppet productions, every shot is a special effect shot. With every shot, you have to decide what you want to show and what you want to hide. When the puppets need to do a stunt with wires, they have to set up a specialty rig for mechanical effects.

• The cast of The Happytime Gang – a TV show that aired on the Puppet Television Network (PTN) in the late 1980s/early 1990s – are being targeted and brutally murdered. The cast consists of one human, named Jenny (played by Elizabeth Banks), and six puppets – Lyle, Goofer, Bumblypants, Ezra & Cara, and Larry, Phil’s older brother.

• The Happytime Gang puppets have two different versions – the present-day version and a flashback version, in their prime – so that you can see how they’ve aged, over time. When puppets age, they get a little older, the foam starts to crumble inside and hair falls out. Larry, who plays a cop on TV while Phil is a real cop, has had his skin bleached and a nose job to look more human.

• Because puppets are being murdered, there is some violence depicted, but the puppets are filled with fluff, not blood.

• Jenny, who now works as a dancer in a strip club, used to have a romantic relationship with Phil. She also resents Edwards because of all the time that Phil would spend with her.

• For a scene in the strip club, a lot of the puppets smoke, so they had to have speciality rigs. They hold a cigarette in one hand and a rig pulls the smoke into a tube, so that she can then exhale. They used e-cigarettes as a base, to make sure that it’s all safe.

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  Kevin Clash, the puppet captain, played the bouncer in the club while also being the puppeteer in the scene. He has one had free to hold the puppet while his other hand is inside of the puppet, and he has a fake arm. That way, the bouncer can remove the puppet from the club.

• Bubbles, played by Maya Rudolph, is Phil’s human secretary who feels more comfortable in the puppet world. Bubbles and Phil have a loving relationship, but it’s not a romantic one.

• Since directing a film like this can be very complicated, Henson didn’t plan on puppeteering any of the characters himself. But at the suggestion of Barretta, he ended up puppeteering the Crab, which he’s often performed in the Puppet Up!

• Because Disney owns The Muppets, this is entirely separate. There are no puppets involved with The Happytime Murders that are of Muppet origin, even though the DNA is similar and a lot of the puppeteering talent is shared.

• When directing, Brian Henson works with both the puppeteers and the puppet characters. He’ll speak to the puppet, if it’s about something with the performance, but then he’ll work with the puppeteers directly on the technical side of things.

• Not so much while working on it, but before the film went into production, Henson and Berger threw around ideas for intersecting storylines that could happen, in a larger puppet universe.

The Happytime Murders opens in theaters on August 24^th.