GLENDALE, CA - Visiting the set of "The Muppets" was a once in a lifetime experience.  The chance to see some of your favorite childhood characters such as Kermit the Frog, Fozzie Bear and Miss Piggy come alive in front of your eyes isn't something you experience in Hollywood every day.  Your chances are probably higher of running into Brad Pitt or Will Smith on a red carpet.  This is one of the reasons moviegoers and many in the industry are excited about the prospects for Disney's potential Thanksgiving holiday blockbuster.

Directed by "Flight of the Conchords" TV series veteran James Bobin, "The Muppets" stars longtime Muppet fan Jason Segel (who co-wrote the screenplay with writing partner Nic Stoller) as Gary, Amy Adams as his love interest Mary and Walter, a new Muppet who wants to visit Hollywood to meet another Muppet for the first time.  

Sadly, in the years since "The Muppet Show" and movies have ended, the gang has gone their separate ways.  Kermit is living in exile, Fozzie Bear has a Reno casino act called The Moopets (more on them later), Gonzo has made a fortune in plumbing, Miss Piggy is a plus-size fashion editor for Vogue Paris and Animal is undergoing anger management counseling.

When Walter, Gary and Mary discover the famed Muppet Theater is going to be demolished by an evil oilman (Chris Cooper), they try to get the Muppets back together to hold a big show to raise the $10 million they need to save the theater (obviously Gonzo is doing well, but not that well).  

Much of this storyline was revealed during our visit, some after, but this was one excursion where there was a lot to download.  With that in mind, here are the top 15 things we learned on the set of "The Muppets."

And fair warning, spoilers ahead...


15. The Muppets are replaced by…The Moopets?
With the fate of the studio at stake and not all the Muppets willing to return for various reasons (cough, Miss Piggy, cough), Kermit and Fozzie rely on some questionable Moopets to help them put on the show.

14. Amy Adams admits she sometimes talks to the Muppets like they are real people (yes, we know they are "real" but…)
Adams reveals, "I definitely talk to Walter a lot.  There are some times that Walter is on remote control and they like to pretend that he has a bad attitude then because he doesn’t talk back.  It is a fun set.  You can let your imagination run wild. "

13. Both actors have been able to work a Muppet in a scene.
Segel has put his hand up Fozzie Bear, Dr. Teeth and Beaker.  Adams won't reveal which she's operated, but it was common for her to even operate one during a scene she was acting in.

12. Over 100 Muppets have been used in a scene at one time.

11  Jason Segel is such a fan he'd take home every piece of the set he could.

Adams reveals that Segel will take anything home from the set if no one is watching. "Seriously," she notes.  "He is like, 'Look at that ‘o’ in that sign.  I’m going to take it home.  I have a great place for it.' Everyday he is wondering how he can acquire it.  He is clearly a single man…if there is a woman involved she is like, 'I’m sorry, but we are not going to have a big Muppets logo over our driveway.  That is not going to happen!'"

10. First aerobics, than yogi, than core workouts and now…puppeteering?

Muppet puppeteers are a tough breed.  Producer Todd Lieberman notes, "I actually controlled a Muppet and the amount of time you have to put your hand in the air is harder than any gym workout anyone can do.  After about five minutes I was dripping with sweat. These guys are in incredible shape." 

9. Watch out for bricks falling from the fourth wall.
The Muppet movies and shows are infamous for breaking down the fourth wall and allowing the cast (human and Muppet) to talk to the audience.  That will happen in "The Muppets," but it's held back a bit in order to not diminish the emotional value of the story.

8. Muppets improvise too.
Segel reveals there is a lot of improvising from the Muppets, but that's mostly because their puppeteers have been playing them from anywhere from 10 to 30 years and know them better than any screenwriter could.

7 Jason Segel wrote just one song in the movie.
One half of Flight of the Conchords, Bret McKenzie, wrote the rest and some of the musical numbers are classics tunes from the first movie or the TV show.  Director James Bobin also says Paul Williams has returned, but in what capacity remains unclear.

6. Never fear rock fans, Electric Mayhem - including the one and only Animal, are "heavily involved" in the storyline.

5.  More stars wanted to cameo in the film than the script could handle.

The first three "Muppet" movies are famous for their celebrity cameos and "The Muppets" will be no different.  However, producer David Hoberman notes, "There were some people we really wanted to be in the movie that for some reason or another couldn't because of their schedule and then there were others we really wanted and they really wanted to be in the movie but because of creative reasons they didn't actually fit in a scene.  But, it's been wild the amount of interest." 

4. Why can't you design your own Muppet?

Jason Segel dishes that he and Stoller created the Walter but were contractually barred from having any say in how the new Muppet looked.  Why you ask?  Merchandising issues. If Segel and Stoller created the design they could sue for a cut of the millions of dollars in licensing Disney hopes to make off  Walter toys, t-shirts and more.

3. Jason Segel wrote his leading lady with Amy Adams in mind.
Segel admits Amy Adams was always in the back of his mind to play Mary ever since he saw her in "Enchanted." Segel says, "First of all, she's like the best actress alive. To go from 'Enchanted' to 'Doubt' to 'The Fighter' this woman can do anything.  But, she's able to do this wide-eyed naivete that is not part of her personality in real life. She's one of the most smart, on top of it women I've ever met. "

2. Jason Segel worked 7-day work weeks to make "The Muppets" happen.
The actor and writer had commitments to his hit TV show "How I Met Your Mother" while shooting "The Muppets" and while both productions worked around each other, Segel would work every day on both productions including one 36-hour day every week.  Yikes.

1. Miss Poogy sounds, um, like a man.

With Miss Piggy seemingly out of commission, Miss Poogy - a Moopet, not a Muppet - steps in to replace her.  When the writer first saw Miss Poogy lying, er, resting between a take I turned to another journalist and, based costume and appearance and said, "Is that a Muppet in drag?"  Later, to both our shock, when we watched a scene with Amy Adams, Jason Segel and Miss Poogy showing her darker side, the voice that came out sounded like, um, a guy.  It was very similar to the voice of Doctor Girlfriend on "The Venture Bros."  Obviously, there is still time to change it before release, but if it's the case than Segel, Stoller and Bobin weren't kidding when they said there would be jokes for both kids and adults.  Maybe it really is a whole new Disney.

For more on "The Muppets" check out Jason Segel's thoughts from the set.

"The Muppets" opens nationwide on Nov. 23.