“I wanted to let myself have a bit of fun.” Filmmaker and actor Lynn Shelton chats with Letterboxd about the improvisational joy of her new film Sword of Trust, the “mixed bag” of streaming services, and the power of Claire Denis.

Lynn Shelton is a trusted director in the world of TV comedy, having helmed episodes of GLOW, Fresh off the Boat, Shameless, New Girl, The Good Place and many more. Along the way, she has written and directed several feature films that together form a smart, gently praised mumblecore-meets-naturalism oeuvre.

Shelton’s films are small delights, with low stakes and a human scale to them; introspective, contemporary chamber pieces that give her actors plenty of space to improvise. Your Sister’s Sister, which she wrote and directed, has been hailed on Letterboxd as a “terrific little character piece from three superb actors” (Mark Duplass, Emily Blunt and Rosemarie DeWitt), and her earlier mumblecore arthouse porno comedy Humpday (also starring Duplass, with a turn from Shelton as well) has received love for being “absolutely hilarious and deeply awkward”.

Her latest, Sword of Trust, which she co-wrote with Mike O’Brien (a.k.a. Pat the Pizza Guy from Booksmart), is a screwball inheritance comedy starring comedian and podcaster Marc Maron as Mel, a pawn shop owner. He teams up with a couple (Jillian Bell and Michaela Watkins), who are trying to hawk a Civil War-era sword. Together with Mel’s man-child shop assistant (Jon Bass), they are drawn into an absurd world of conspiracy theories.

Shelton’s association with Maron began in 2015 when she appeared on an episode of his exemplary podcast, WTF with Marc Maron. The following year, Shelton directed the first two episodes of the fourth and final season of the IFC series Maron (she also had an on-screen role in episode 11), and in 2017, she directed Maron’s Netflix special, Too Real. He is, it turns out, not only the star, but also the muse for Sword of Trust. “Since the first time I worked with him, I felt he had untapped depth that I wanted the world to see on-screen.”

Marc Maron as Mel and Jon Bass as Nathaniel in ‘Sword of Trust’.

What inspired the premise of Sword of Trust?

Lynn Shelton: [Marc and I] started writing a script for a different movie but it was hard to make progress on it because we’re both so busy. I was getting frustrated since I wanted to get on set with him, until he told me he would show up for any part I wrote for him. For Sword of Trust, I was inspired by seeing a pawn shop and thinking he would be a great pawn shop owner and that it would be a great place for a narrative to unfold.

I knew that I wanted to give myself the opportunity to explore a new genre and do a screwball caper. It would be emotionally grounded and have authentic characters who resonated as real people, but goes on a misadventure; a comedy that allows itself to go into slightly unrealistic territories. That was something I’ve never allowed myself to do. Before this I always wanted to make sure that every single minute was completely realistic.

I wanted to let myself have a bit of fun. I also wanted to return to improvisation, which I haven’t really done since Your Sister’s Sister, which was nearly ten years ago. I was excited to return to that territory and I started to assemble a cast of people I knew that would be really good at improvising around Marc.

Lastly, I really wanted it to involve some sort of a con that was relevant to what’s going on in our cultural political situation. One thing I’ve been obsessed with right now is this peak moment we’re having in society of conspiracy theories and the idea of alternative facts. I wanted to make a film that would point it out, but also one that wouldn’t make you want to slit your wrists as you walk out of the theater. That’s where the whole conspiracy theory premise came from.

When you direct with improvisation, what structures do you have in place to ensure you and the cast keep the characters and the story consistent, yet also make sure you stick to the schedule?

I built those characters with and for the actors, especially Marc’s character Mel. With improvisation in general, it’s important to have clear back-stories and relationships between the characters going in, even weeks before you arrive on set. I asked the actors to get together with the people they were supposed to have relationships with to get the wheels turning about who these people were. By the time we got there they were able to start spinning out some sort of narrative that reflected all of that work we put into their back-stories.

This is a very plot-heavy movie, which was tightly pre-constructed, so it wasn’t the kind of improvisational movie where you show up and wonder ‘what will happen to these people today?’. I knew exactly what had to happen in each scene to map out into the final narrative. In this case we had a 50-page scriptment, where some scenes are written out in terms of dialogue but actors were always free to toss the specific words out the window and come up with their own replacements. There’s a lot of room for embellishments or improvised little side roads.

There’s a moment I always think of: when Jillian Bell picks up a sale item she was inspired by in the pawn shop we were shooting at and she created a whole little funny side thing about it. People are inspired by the environment they’re in and something will just come out of their mouths and they’ll just go down that road. It’s a beautiful thing.

I ask them to do a lot of heavy lifting in terms of getting some exposition out while planting seeds, but outside of that they can really play and have the freedom to find their own way through the beats of the scene and add their own little grace notes to how the scene plays out.

Jillian Bell as Cynthia and Michaela Watkins as Mary.

Did anything significantly change between the initial treatment and final film? How does it transform on set from the core essence of what you have on the page?

There were a couple scenes that ended up getting thrown out on the cutting-room floor after we had a few feedback screenings. We had multiple endings and we got rid of a lot of them, which didn’t seem to hurt the film at all. We also had some great scenes that were added along the way. Halfway through the shoot we had a little break and Marc suggested a new scene that helped round out a couple of the side characters that we hadn’t gotten a chance to get to know very well.

I had planned for the confederate thug characters (who try to get the sword from Mel in the pawn shop) to turn up again later when the four characters are at the farm, but it was Marc’s idea for Mel to recognise them from when they were kids and embarrass them about how they would come into his shop when they were younger. It’s a tragic story Marc paints about them and it really shifts your perception of these two bozos and gives you a sense of sympathy for them even while they’re trying to be tough guys.

I love when you can take a couple of characters who seem to initially be two-dimensional and then you find out some extra facts about them and you’re able to turn them into fully fleshed-out human beings, even if they don’t get a lot of screen time. It’s a wonderful thing to humanize characters like that.

The scene in the back of the van—which I think is really the heart of the movie—also developed over time. In the script itself it just said: “they get to know each other in the back of the van.” That’s all it said. That was the most fully improvised scene in the film. I left it open-ended because I had a feeling it would fulfil a really important role in the movie but I didn’t know exactly what it was until we got going.

It became clear there was an emotional journey with Mel as he starts out very shut-down and he opens up a little bit by the end. I realized this scene needed to be used in the service of that arc, so I told the actors that I needed them to open up to each other and be vulnerable to each other so the characters could become more intimate. A lot of the time they drew from real life, drawing from first- or second-hand experiences to build those back-stories.

You’ve settled into a real groove with directing television. Your resume in that area is really impressive. What keeps you circling back to film when you could keep making a career out of being a TV director?

Most of my income is from television and I really enjoy the extra-collaborative nature of television. It’s almost a pathology with filmmaking—I can’t stop doing it! This is my eighth movie and I just love it so much. I love the little family you develop. Obviously there’s a lot of overlap in the process of making film and television since it’s basically the same thing, but when I’m writing and directing I have more of an opportunity to set the tone and really create from the top-down of what I want the culture of the production to be like.

I can be the creative visionary in a way that, until I create my own television show, is not going to be possible. If I’m the director on a show, I’m ultimately in the service of other people. Luckily, I keep working with really visionary and talented people. This film, I sort of willed it into existence and it’s nice. I really wanted it to happen, so I asked a bunch of friends if they would join me, and it ended up becoming reality and there’s something really lovely about that.

Your last two films and your Marc Maron stand-up special are on Netflix. Anyone can (and should) watch them at any time, and streaming has completely transformed indie cinema in this way over the past decade. Yet, there are so many films that they can all still get lost in the shuffle. How do you feel about the way streaming has changed low-budget cinema? What work needs to be done to support them?

This is a constant topic of conversation between filmmaker friends of mine. I know a lot of friends who were able to get films made that wouldn’t have been able to if not for Netflix, for instance. I don’t know if that’s even going to continue being the case because they seem to be shifting their paradigm in the kinds of films they’re producing, but for a while there they were almost the last bastion of producing films of a certain size that weren’t just giant tentpole movies.

Obviously films are still being made, little- to medium-sized films, but the issue of them getting lost in the shuffle because of this vast ocean of content that’s out there—unless you have this big machine waving flags to say: “look at this over here”—they will continue to disappear into the ether. It can be disheartening for sure.

My last film Outside In [one of Shelton’s more highly rated films on Letterboxd] had a very tiny theatrical run and basically went straight to Netflix, so I don’t really have any sense of who is seeing the film. But it’s interesting how I do have people reaching out to me saying they didn’t know I directed it but watched it because of Edie Falco, or they were recommended it. People do seem to see the movie, I just don’t know exactly what the numbers are. You just don’t know, so it’s a very strange feeling.

On the other hand, it’s very nice that it’s accessible and it can be discovered. If I wanted to point somebody to one of my films on Netflix, I know they can easily access it anytime. Streaming is a real mixed bag for independent filmmakers. Right now I have about 30 theaters showing Sword of Trust and I’m so thrilled that even if it’s just a weekend, at least a good chunk of folks will be able to see the film and have the communal experience the way I wanted in the first place.

Lynn Shelton turns up on screen as well as behind the scenes, playing Mel’s ex, Deirdre, in ‘Sword of Trust’.

Finally, a favorite Letterboxd question: what was the film that got you into films?

I could go to different points in my life. My mother was a huge fan of Jules et Jim so I saw that at a really early age and it had a big effect on me. It was the first time where I was ever aware of the filmmaker’s hand. I never started thinking about it until the one sequence where Jeanne Moreau is singing and it freezes and then it plays and then it freezes again and then it plays again and it made me realize there was a director who made that decision to do that. What does that mean? That got me thinking about filmmaking when I was really young.

Then later in life I heard Claire Denis speak when her film Friday Night was coming out. I remember finding out that she was 40 when she made her first feature and Friday Night was her sixth or seventh film. I had an epiphany that I could start making movies and it wasn’t too late for me because I didn’t make movies in my 20s and 30s. I didn’t make my first feature [We Go Way Back] until my late 30s. That was the film and filmmaker that really made me feel like ‘I can do this too’. Those would be my two bookends about being inspired to be a filmmaker.

‘Sword of Trust’ is on streaming services and playing in select US cinemas now. Images courtesy of IFC Films.