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Parents know it’s never good to play with your food — but it’s even worse if the food plays with you.

That’s a menacing possibility in the sequel to 2009’s animated Cloudy With a Chance of Meatballs, with the food that once fell from the sky now taking on the form of various voracious living beasts such as watermelephants, tacodiles, shrimpanzees, and apple pie-thons.

“Magically, every creature is a combination of a food item and an animal that results in just a cringeworthy pun,” producer Kirk Bodyfelt jokes in an exclusive interview with EW’s Family Room.

Cloudy 2: Revenge of the Leftovers will feature inventor Flint Lockwood (voiced by Bill Hader) and meteorologist Sam Sparks (Anna Faris) returning to the island town of Swallow Falls to help the clean-up crew battle these edible monstrosities.

Leftovers is also adding some new cast members to freshen things up.

Saturday Night Live‘s Will Forte (below left) played a small role in the original as “Joe Towne,” a background character who had only a handful of lines, but these time he’s stepping up into full-on oddball scientist mode as Chester V (That’s V like the letter, not the Roman numeral for “5.”) V is a world-famous super-inventor who commands the film’s other new cast member — Barb, the lipstick-wearing, talking orangutan (voiced by The Daily Show‘s Kristen Schaal, below right.)

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“Chester V is the head of the Live Corp Company, which is kind of like Apple meets Google, meets every sort of advanced company,” says Bodyfelt. “And as head of the company, he’s Steve Jobs, Richard Branson and Indiana Jones rolled into one.”

Barb, meanwhile, is sort of the opposite of Steve, the monkey Flint attached a brainwave-reader to in the first movie. That contraption allowed Steve to talk (in the voice of Neil Patrick Harris), but since he was still just a monkey, he only barked out thoughts like “Gummi Bears!” or his own name “Steve!”

“Barb is the super-Steve,” Bodyfelt explains. “She’s an orangutan with a human brain inside her monkey brain — like a turducken.”

Theo Wargo/Getty Images[/caption]

Live Corp has been charged with cleaning up the island after Flint’s contraption that turned water into food led to a mess of huge pancakes, pizza slices and, of course, meatballs garnishing the pulverized town in the original film. But in the sequel, the machine is still sputtering away somewhere — only now it’s pumping out living pickles, a walking, gibberish-talking strawberry named Barry, and creatures like the giant, french-fry-legged bacon cheesespider, which lords over the abandon town like a massive cholesterol-spiking tarantula.

Most of the rest of the cast returns to help keep the fiends in check: James Caan as Flint’s terse, unibrow-furrowing father, Andy Samberg as local celebrity Baby Brent, and Benjamin Bratt as Sam’s jack-of-all-trades cameraman Manny.

The Expendables‘ Terry Crews (below left) takes over the role of the tough-talking local cop Earl, after Mr. T decided not to return. (Bodyfelt says they wanted the A-Team actor back, but he declined.)

Richard Shotwell/PR Photos[/caption]

There is also a new team directing, with Cody Cameron (story artist on Shrek, Surf’s Up and the original Cloudy) and Kris Pearn (head of story on the first Cloudy and the story supervisor on Arthur Christmas) taking over for filmmakers Phil Lord and Christopher Miller (the recent 21 Jump Street remake), who remain executive producers.

While the original film was based on the 1978 storybook written by Judi Barrett and illustrated by Ron Barrett, the sequel doesn’t take very much from their follow-up book Pickles to Pittsburgh, in which the giant food leftovers are redistributed around the world.

“Other than the fact that we do have some rather active pickles in the film, it’s pretty much completely independent,” Bodyfelt said.

Sony Pictures Animation will release Cloudy 2: Revenge of the Leftovers in 3-D on Feb. 7, 2014.

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Cloudy with a Chance of Meatballs
  • Movie
  • 81 minutes