Comic-Con International 2014 brought many surprises, but perhaps none so pleasant as the latest hands-on for "Disney Infinity 2.0." The team at Disney Interactive has brought a whole new framework and fresh features to the game that makes it a legitimate upgrade, and it's likely that many fans are going to get onboard for the ride after seeing what it has to offer. Helping CBR News through the hands-on for the new game -- which included a first look at gameplay for the "Guardians of the Galaxy" playset and the many Marvel figures -- were executive producer John Vignocchi and senior producer Ryan Rothenberger.

"It was a really interesting process," Vignocchi told CBR News of bringing Marvel characters into "Disney Infinity." "Working with Joe Quesada and the creative team and Marvel -- getting them to understand what the visual aesthetic of 'Disney Infinity' is, that is, they're not the characters themselves, but toy versions of those characters, and reimagining some of Marvel's most iconic superheroes in that art style was a daunting, but very fun task for this team."

The first part of the demo saw Star-Lord and the rest of the Guardians of the Galaxy attempting to deliver a precious package to The Collector -- and it all draws inspiration from the Marvel Cinematic Universe version of the characters.

"Marvel gave us early access to the script, as well as work-in-progress with development assets and materials," Vignocchi said. "We were able to come up with an alternate storyline inside the 'Guardians of the Galaxy' universe where the Guardians actually have one of the Infinity Stones and they're traveling to Knowhere to give it to The Collector. Ronan's in hot pursuit, so he's going to launch an attack on Knowhere and about halfway through the playset, we take the battle to Ronan's ship, the Dark Astor, and you'll be able to go inside the Dark Astor and fight against Ronan."

The environment for the "Guardians of the Galaxy" playset keeps in the tradition of the "Disney Infinity" aesthetic, but with some pretty cool twists. Unlike the Disney playsets in "Disney Infinity 1.0" where only characters belonging to a particular world can take part in specific playsets, the Marvel-specific playsets have a clever way of bringing in other Marvel franchise characters. In "Guardians of the Galaxy," for example, players can collect ally tokens scattered throughout the levels. When enough are gathered, players can use characters like Iron Man or Nova.

However, that's not the only exciting improvement that the demo showed off: "Disney Infinity 2.0" will introduce skill trees and attributes, allowing players to customize their characters further as they gain experience.

"Inside the first version of 'Infinity,' a character like Jack Sparrow wasn't necessarily very different from a character like Barbossa," Vignocchi told CBR News. "They both used swords and they both played in similar styles. What made them unique was their personalities. The thing with the Marvel superheroes is that each of these characters are so completely different, it's of the utmost importance to us to capture all of that, so we integrated this new skills and attributes system that allow players, as they gain experience, to unlock different moves and different abilities for characters."

For a character like Star-Lord, attributes include dual-wielding pistols and a rocket-powered jump, as well as the standard upgrades of health, damage and speed at reviving a fallen ally. But that's not all -- every single "Disney Infinity" character has been given a skill tree and attributes for "Disney Infinity 2.0," including figures from the original "Disney Infinity" release.

"Our concept there is as we continue to evolve the platform, we want to continue to establish relevancy with all of our older figures inside the new game," Vignocchi said. "Of course, like other toys-to-life games, the characters will be forwards-compatible. But the difference with 'Infinity' is as we implement these new gameplay systems, we want a character like Buzz Lightyear to have skills and attributes and, as we continue to evolve the platform or bring in these new mechanics, that all the Marvel characters and Disney characters take advantage of these new systems."

Running around and shooting enemies in the "Guardians of the Galaxy" playset is an incredibly smooth experience, whether it's the combat experience or swapping characters. What's most striking about the playset is how unique each character is. Groot looks and plays completely different from Drax, another heavy character. Every toy is completely unique, both in design and gameplay -- a nice difference from "Disney Infinity 1.0."

We also had the opportunity to preview a few of the Power Discs that will get introduced during the course of "Disney Infinity 2.0," which brings a new concept to the game: costume swaps.

"You're going to see a variety of different costume changes for some of your favorite characters," Vignocchi said. "Whether it's changing Iron Man from his standard armor to his Mark VII armor, or taking Hulk and making him go from green Hulk to gray Hulk, we have a variety of different power discs that will change costumes. For 'Guardians of the Galaxy' specifically, we have a power disc that will change Gamora's costume inside of the playset."

It's an interesting way around having figures of the same characters with different paint jobs. The animation for the costume change is pretty slick and highly enjoyable. Other Power Discs will allow for allies -- like the Winter Soldier -- to temporarily come in and assist players for a limited amount of time. (After use, the disc's meter will fill onscreen over time and the ally can be summoned again.) Plus, vehicles -- like Coulson's car Lola from "Agents of S.H.I.E.L.D." -- is also set to be included.

For toy collectors, don't expect to see many variants this time around. While the first incarnation of "Disney Infinity" featured clear "Crystal" versions of characters, Vignocchi says the team plans to concentrate on other aspects of the game, rather than producing chase figures.

"We're not planning on doing the crystal characters again. Our focus this time around -- rather than create a whole series of chase characters, we wanted to make sure that we had a wider variety of characters," he said. "What we decided to do instead was really put our horsepower into creating different characters as opposed to variants. We think our fans appreciate having a character like Star-Lord or Rocket Raccoon as opposed to another version of Mickey Mouse."

Also included in playsets are pre-programmed Toy Box mode discs that show players the potential of the Toy Box tools. Included in the "Avengers" playset is a pre-programmed tower defense game that takes its cues from "Orcs Must Die" and "Dungeon Defenders," while "Guardians of the Galaxy" features a dungeon-crawler similar to "Gauntlet." The best part about the Toy Box games is that they can be played using any character -- at least, after you beat the game once. The tower defense game was very cleverly designed and really shows the "Little Big Planet"-like potential of the Toy Box mode for aspiring game creators.

We played the tower defense mode with Iron Fist, who has a flowing, melee-type combat style. The figure -- much like the rest -- really looks fantastic and has a life of its own once put down on the "Disney Infinity" portal. The folks at Disney Interactive have clearly done their research, and really get to the root of the character and his powers.

But that's not all when it comes to the Toy Box mode. Bringing "Disney Infinity" to current generation systems gives the game a whole lot more processing power to work with, and the Toy Box has some major changes to take advantage. The "2.0" Toy Box will have the option to auto-generate environments via special pieces and tiny building robots.

"We wanted the ability, especially for younger kids, to put a piece down and something immediately happens, so it starts the wheels turning in their head of what they can create," Rothenberger said. "You have all these different toys to go through, you can get a bit overwhelmed at the start. That's kind of what these do."

Rothenberger demonstrated by putting down a treehouse builder piece, which created a massive tree platformer before our very eyes -- and it kept building. Perhaps most impressive is that the treehouse will never be the same twice.

"Every time you drop this down, it'll build a different style of treehouse or a different shape of treehouse," Rothenberger said. "You can jump in immediately and change it as it goes through. If, for instance, I don't want those platforms here, I can just start taking it away."

"What it actually does is it auto calculates where it can and can't intersect with things, which is why it takes a second," added Vignocchi. "So, it understands all the pieces inside the world and I'm going to build around it."

The small building robots are cute, tiny versions of Disney characters that correlate to the environment they build. For example, the Sultan from "Aladdin" will keep building Agrabah buildings until told to stop, while Eve from "Wall-E" will construct forests. ("They actually start talking to each other," Rothenberger said. "So Eve will tell the Sultan, 'Hey, don't build a building here, I'm going to start building a forest over on this side.'")

However, that's not the only automated jumping-off point for Toy Box. Disney Interactive has added the ability to generate race tracks with a tool that does everything for the player -- including generating AI-controlled opponents.

All the improvements to the Toy Box are understandable -- according to Vignocchi, the Toy Box is where 50% of players spend their time, and "Disney Infinity" saw 12.5 million Toy Boxes downloaded in 2013. "Disney Infinity 2.0" will make it easier than ever to design and upload creations.

"When you create a Toy Box like this and you submit it to Disney, it doesn't matter what platform you create it on," Rothenberger said. "Once we begin to host it, anybody can download it regardless of platform."

That means that it's possible to start a design on the console, upload it to the cloud, download it onto the iPad app, continue to build, and re-upload the improved version to work on the console later. Plus, all Toy Box content from "Disney Infinity 1.0" will carry over to "2.0."

This demo very clearly on scratched the surface of "Disney Infinity 2.0," and there are clearly many more features to come. Other Disney characters that were on display included the Angelina Jolie version of Maleficent, Stitch and Tinkerbell -- and Disney Interactive clearly has more tricks up its sleeve before the September 23 release date. If everything is as strong as the demo, fans of Marvel and Disney are in for a treat.

"Disney Infinity 2.0" hits stores September 23.