The TV adaptation of Brian Michael Bendis and Michael Avon Oeming's long-running creator-owned comic "Powers" will return for its second season on May 31 on Sony's PlayStation Network, and from all accounts, there will be some noticeable changes in the new episode, following a first season that drew mixed reviews last year. Bendis, Oeming and several more from the show -- including showrunner Remi Aubuchon and cast members Susan Heyward (Denna Pilgrim), Olesya Rulin (Calista Secor) and Logan Browning (Zora) -- gathered to talk what's to come Saturday evening in Seattle, for an Emerald City Comic panel moderated by Nerdist's Dan Casey.

To start things off, Casey asked how the "Powers" team built on last season in moving forward with season two. "There were some things that we stumbled on, that we didn't quite get right, and we had an opportunity in the second season to really make that work," Aubuchon said, adding that they're now able to "imprint DNA of the actual book" into the TV series. "We allowed us to be inspired by Mike Oeming's amazing vision and graphic style, which is not an easy task to translate to a television show, but I think we were fairly successful."

"Every aspect of it just got better," Bendis said of the behind-the-scenes of season two.

The second season of "Powers" will tell the "Who Killed Retro Girl?" story, which opened the "Powers" comic book series back in 2000. "In that story, every single beat of the investigation opens up the world of 'Powers,' introducing it to you," Bendis said. "In the show, this storyline will open up the world of 'Powers.' Everywhere we go, there's something new to look at, that you're not going to see on other shows."

Speaking further on how the show is now hewing more closely to its source material, Oeming said, "We recreated some scenes directly from the comics. Not slavishly so, but if you're a fan of the comic, you'll say, 'Oh my god, I remember that!'"

The next topic addressed the diversity of the "Powers" cast. "I think one of the problems with television in this day and age is, it's not diverse enough," Aubuchon answered. For "Powers," he's proud of, "Not just the color of the cast, but also the different sensibilities, the ability to write for characters who are not necessarily the cookie cut-out characters you expect to see all the time -- they're not perfect, they've got issues they have to deal with. They don't have to pretend that race and gender and sexual orientation aren't issues, they face them head-on. Also, we just wanted some cool actors."

Aubuchon talked the character of Sgt. Martinez (played by Raul Casso), a new addition to "Powers" season two. "We wanted to have a veteran," Aubuchon said. "We wanted someone who not only took his disability, but made something out of it."

Casey asked Heyward how Deena Pilgrim has evolved from season one to season two. Heyward answered that Deena's "moral quandary" will grow deeper. "She's got more foils to challenge her idea of herself," Heyward said. "I'm stoked."

Browning on the latest for Zora: "You don't turn into season two and she's well," Browning said. "She's not. You'll see her struggle with the fact that she has this representation who was supposed to guide her, and they led her astray. Now she's kind of on her own, and using that experience that she's had to try to navigate this world, and find out where she fits in." "That's something you're not going to see on another show," Bendis said of Zora's arc. "The superhero falling that far."

Rulin talks where things pick up for Calista in season two. "It was her biggest dream," Rulin said of Calista getting powers. "When you finally get that, what's that look like? What's the reality of it? Much like real life, reality's hard to swallow. What's beautiful about Calista in season two is, you get to see her become a well-rounded human being."

Casey asked about the season's journey for co-lead Christian Walker, played by Sharlto Copley. "Christian will have let go of his quest of power," Bendis answered. "He will look to this case as the quest for humanity. He's never tried to be a human being before,. He has to now. He also has to solve this case, and help this woman, who never needed this help before."

Bendis detailed the impact of Retro Girl's death on the "Powers" world. "It wasn't just, 'a superhero died and she was really awesome,'" the writer said. "Her presence kept things at bay. Almost immediately, those threats are empowered to try whatever nasty stuff they're up to."

"It's not just supervillains or bad guys, it's people looking for their little piece of... power," Bendis said of the new additions to the cast.

One of those new additions is actor Michael Madsen, playing . "He is a force to be reckoned with," Aubuchon said. "He comes in with very strong ideas, which is amazing and cool." "I grew up in comics, and none of us are real men," Bendis said. "Michael would walk through -- 'that's what a real guy is like!'" Bendis specifically complimented the scenes between Copley and Madsen.

"I spent most of my time on set not pummeling him with Tarantino questions," Bendis said, though he expressed that it was indeed tempting.

Speaking of the new season's major development and its implication on her character, "It was her life, it was the only positive thing she had to look forward to," Rulin said of Calista's relationship with Retro Girl. "When her murder happens, I feel like Calista's in such a state of shock."

Rulin also talked working with Wil Wheaton on the show. "We clicked right away," Rulin said. "He's kind of my new mentor... and there's a relationship there that I think a lot of people in the entertainment industry know, and you will find out if you watch the show. "We had this cool thing that happened to happen," Bendis added. "Wil Wheaton signed on to do this part, and Jonathan Frakes signed on to direct an episode. He had never directed him before. It was cool!"

Heyward addressed a possible romance for Deena in season two, putting the character in a "potentially vulnerable state." "We see Deena act out in a way that might be love, and not might be," she said. "It's definitely a side of her we didn't see in season one."

The live audience then saw a scene from season two (which is online now), of Walker being haunted by Retro Girl's death and then being surprised by Calista, eager to display her new powers -- followed by a stylish new title sequence for season two.

Oeming said they wanted something "comic book-y, but not too comic book-y" for the title sequence. "We wanted to find a very distinctive voice."

Casey asked about the creative freedom of working on Sony's PlayStation Network. "The road of making a 'Powers' television show was very long," Bendis said, as the show was first optioned in 2000. "We're an adult show for an adult audience made by adults, and sometimes we go into places that network shows can't go. We always were in good hands with good people, but even at FX when we were making that pilot, we were always, 'They don't have anything like this.'" Bendis praised Sony's Chris Parnell (not the "Saturday Night Live" alum) for getting "Powers" on the air.

Rulin complimented "Powers" for having juicy quality for the women in the cast. "It's one of the best examples of a female role, that has been empowered in such a beautiful way," Rulin said. "In this world, there are strong women everywhere," Heyward added.

First fan question: Is there anything from the comics that couldn't be adapted to the TV show? "If we ever thought that, we would make it," Bendis said. "We would be challenged as storytellers." "There's at least one thing that happens that I can't believe that we actually did," Oeming added. "In episode 2, there's a large scene in a powers-themed sex club," Bendis said, including a character "In a sex basket with sparklers shooting out of his butt."

What was it like working with Eddie Izzard, who played Wolfe in "Powers" season one? "Eddie is kind of like the energy of a tornado through a straw," Heyward said. "Just as a physical being, he has an incredible amount of energy and control over his instrument. He's thinking five steps ahead of where we are, we're all trying to catch up to him." "If you're fan of Eddie," Bendis said, "In your heart you want to go, 'Please don't be a jerk.' He was 50 times nicer than you could ever imagine."

Heyward, Browning and Rulin told a fan that their three characters will share more scenes together than in season one. Heyward said it's "refreshing" to three female characters work together in a non-stereotypical way -- "it's not a catfight," she said. "It's also not about boys," Rulin added.

Last fan question, for Bendis: "How is it possible for one human being to write that many books and still come to cons?" "I actually haven't done a lot of show in the last few years, I do have four little children at home." Bendis answered. "As exciting as this is, and this is pretty exciting, getting hit in the nuts by my three-year-old son is somehow more exciting." Bendis said he's continuously creatively fueled, since he feels truly blessed to be able to work with the people he does. "It's an amazing privilege to do so."

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