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Avengers: Age of Ultron will be "darker" and "weirder" than its predecessor.

So said Joss Whedon, who returned to direct the sequel to 2012's The Avengers. During an exclusive set visit last summer, E! News' Alicia Quarles spoke to the filmmaker about the Marvel Studios sequel and its ever-growing cast of characters.

"We've increased the number of characters," Whedon said, "not because we want to throw more stuff against the wall, but because we want to be able to look at our characters in a different light and sort of increase our palate and do different things in different places and get more perspectives."

The sequel brings back 2012's star-studded cast, including Robert Downey Jr. as Iron Man, Chris Evans as Captain America, Chris Hemsworth as Thor, Samuel L. Jackson as Nick Fury, Scarlett Johansson as Black Widow, Jeremy Renner as Hawkeye, Mark Ruffalo as The Hulk and Cobie Smulders as agent Maria Hill.

Avengers: Age of Ultron also brings back fan favorites Hayley Atwell (Peggy Carter), Don Cheadle (James "Rhodey" Rhodes/War Machine), Idris Elba (Heimdall), Anthony Mackie (Sam Wilson/Falcon) and Stellan Skarsgård (Erik Selvig).

Avengers: Age of Ultron

Marvel/Disney Enterprises

Elizabeth Olsen and Aaron Taylor-Johnson appear in Avengers: Age of Ultron as twins Wanda Maximoff and Pietro Maximoff, a.k.a Scarlet Witch and Quicksilver. When the time came to cast the technological terror Ultron, Whedon immediately wanted James Spader. "It's one of the reasons I love working at Marvel. 'I think I know exactly who needs to play this part: Somebody who can give you that great robot voice and then go off on a tear in a way that you never expected and be really funny.'"

Luckily, Marvel Studios was on board with Whedon's top choice.

"Spader, they're like, 'Oh, yeah! We love him! Great!'" he said. "Like, 'Aren't we going to fight? You're a studio! Don't we fight?'"

Wrangling such a large cast proved to be difficult at times.

"The trick is to yell at them, but only when they're all together. When they're all together it's just a little difficult to get stuff done because they're enjoying each other so much. 'You're supposed to be fighting. You're supposed to be angry at each other. Stop laughing,'" Whedon recalled. "But the fact of the matter is, they come in, they know their words, they have the perspective, they work really hard, they respect each other...it's a pretty gentle environment, despite my best efforts."

Avengers: Age of Ultron, Poster

Marvel

After The Avengers was released in 2012, it became the third highest grossing movie of all time, behind Avatar and Titanic, with $1.5 billion. There was pressure to replicate the success of that film with Avengers: Age of Ultron, of course, but Whedon didn't let that affect his work.

"The competition that I'm in is with myself. Can I make a better film? That is enormously cumbersome. I do not sleep at night. I can't try to replicate the success," he told E! News. "I can try to remember what worked and do it again so that people do come in getting an Avengers movie. I don't want to trick them. I don't want to do a bait and switch, but at the same time, all I want to do is get more out of this than I got out of the first one."

Be sure to check out Avengers: Age of Ultron, in theaters May 1. Visit E! Online daily at 8 a.m. PT through May 1 to watch more exclusive on-set interviews.

To see Part 1 with Aaron Taylor-Johnson, click here.