When two tween new recruits are initiated into the organization, a wispy-mustached older teen shows them around saying, “Check it out, man, anything you guys want, we got. Anything you wanna do, do it. Y’know what I’m saying? Anything.” When one of the new recruits asks, “You got any cigarettes?” the older teen holds up two boxes and asks, “Regular or menthol?”

That older teen was played by future Academy Award winner Sam Rockwell, who was officially credited as “Head Thug” in the film’s credits.

In a recent interview with Polygon for his starring role in the Gore Verbinski film Good Luck, Have Fun, Don’t Die, I asked Rockwell if he had any memories to share from what still stands as the best film in the Teenage Mutant Ninja Turtles franchise.

“We were in North Carolina,” Rockwell replies. “I had a great time. It was all practical effects. We had the animatronic puppets and it was amazing. It was one of my first jobs. I was 19. It was wild.”

More significantly for Rockwell though, was one of his castmates in the movie.

“I met one of my best friends on set, Leif Tilden, who played Donatello,” he said. “He’s been a friend of mine forever.”

While Corey Feldman voiced Donatello in that film, his contributions came during post-production. On set, each of the Turtles was played by three people: an in-suit performer for the acting scenes, a stunt performer for the action sequences, and a puppeteer who controlled the animatronic heads of the Turtles. Tilden was Donatello’s in-suit performer and, having recently interviewed him, I called him up after speaking with Rockwell.

Image: Paramount

“Sam’s an incredible dude,” Tilden began. “He’s a very wise old soul. As an actor, Sam has a gift. He’s got something in his blood where he’s just instinctual and vulnerable. He’s an amazing dude.”

Tilden then got into how the two met, which happened while Tilden was taking a break from the grueling scenes which required him to wear a 70-pound rubber Turtle costume:

“I was resting in between scenes. I had a little time off and I was just relaxing on the back lot, half-dressed as a turtle. I was watching all these crazy stunt guys who were playing the bad guys in the movie. They had this coordinator guy, Pat Johnson, who did all the Karate Kid movies. He was kind of like a drill sergeant. He ran his little team like a military squadron. It was sort of comical. Then Sam walks up and he’s like, ‘Are you Leif?’ We had the same agent, Ruthanne Secunda, and she told us we should meet each other. I said, ‘Yeah, you must be Sam.’ Fast forward to a few hours later, we got some pizza and some beer, and I remember being in a hotel room with two ladies and some whipped cream or something. That’s all I remember. We’ve been friends ever since. Sam and I have even lived together several times.”

That said, Tilden wasn’t quite as complimentary to another budding actor who played a member of the Foot Clan: Skeet Ulrich. While Rockwell said during our interview, “Skeet Ulrich was my sidekick,” Tilden said, “I remember Skeet Ulrich was an extra. He was so annoying. He was just like, ‘Hey, I want to be an actor. I want to get an agent.’ He was constantly picking Sam’s brain and my brain. Skeet Ulrich was the last person you wanted to hang out with on set.”

In all fairness to Ulrich though, this was while Tilden was wearing 70 pounds of rubber and under those conditions, most anyone — save Sam Rockwell — would probably have come off as annoying.