Director Michael Bay talked with Variety how he demanded things be awesome for Transformers: Revenge of the Fallen. Here's what he had to say:

"He's brilliant, but he's a challenge," says Matthew Butler, Digital Domain's vfx supervisor on the film. Not only is Bay demanding, as top directors generally are, but "he's incredibly fast-paced. He's a whirlwind to keep up with, both on the set and in post." RELATED: Transformers and G.I. Joe Crossover Is 'Inevitable' Says Producer

"Michael took the production value up many, many notches," he says. "Just the backgrounds alone are huge. It's a combination of Apocalypse Now and Ben-Hur, in regards to fantastic backgrounds and the unbelievable sets we worked at around the world."

Everyone involved in Transformers: Revenge of the Fallen is keeping the details under wraps, but Farrar says there are some 60 robot characters, and they play in settings around the world. Some, like refineries at night, were chosen to boost the visual drama and show off the scale of the giant 'bots.

What's more, this time the Transformers will interact much more with the world around them. Farrar highlights "the splashes and the hits and the fighting on dirt or moving, banging into trees," explaining, "Things splinter and break, they spit, they outgas, they sweat, they snort."

Starring Shia LaBeouf, Megan Fox, Josh Duhamel, Tyrese Gibson, John Turturro, Isabel Lucas and Rainn Wilson, Transformers: Revenge of the Fallen hits theaters June 24th.