Most filmmakers would opt for a vacation after wrapping a big budget blockbuster, but not Joss Whedon. After he finished 2012’s The Avengers, the director decided to turn his attention to a modern retelling of Shakespeare’s Much Ado About Nothing. Shot in black and white over the course of 12 days at Whedon’s home—and using the original text, which Whedon adapted into a screenplay—Much Ado features Whedon regulars Amy Acker (Angel, Dollhouse), Alexis Denisof (Angel), Fran Kranz (Dollhouse, The Cabin in the Woods), Clark Gregg (The Avengers), Tom Lenk (Buffy the Vampire Slayer), and Nathan Fillion (Buffy, Firefly). After Much Ado screened at SXSW this week, Whedon and his cast sat down for a panel to discuss the challenges, joys, and collaborative process of making the film.

Shooting Much Ado, Whedon said, was therapeutic because he was with people he loves, “doing work not just that I love, but doing it in that sort of compressed, we only have this much time, kind of hot house. You walked away every day [with an] enormous sense of accomplishment. As opposed to The Avengers, where you’re shooting one-tenth of a second of an explosion over the course of a week. [Much Ado] felt enough like theater to give you that high all the time, yet it felt like we were creating something truly cinematic. You don’t usually get both.”

Although Much Ado has been done before, Whedon saw the play differently than many others who have turned it into a film. “It’s a very cynically romantic text about love—how we behave in love and how much we’re manipulated, and that was an in I hadn’t seen in any of the productions,” he said. “It’s always very joyful and fun, but there’s something darker at the heart of it as well. And to have those two things to play with at once began to fascinate me.”

Only a few of the actors had ever performed Shakespeare professionally, so there was a big learning curve there. Fillion, who signed up right away and then tried to chicken out, summed it up as “intimidating. Frightening. I peed a little.” (To which Gregg, who officially joined just a day before shooting began, responded, “I peed a lot.”) The key, Fillion said, was knowing that Shakespeare “is flowery, and a little like Yoda. Lock that in, and you’re golden.”

But Denisof said that when Whedon calls, you really don’t ever say no. “You always say yes, and then worry about it afterward,” Denisof said. “Honestly, there wasn’t that much time to worry about it, because he said ‘Oh by the way, we’re doing it in a couple of weeks.’ From then on, it was just starting to work on it.” Whedon would often put the actors in groups to work through scenes, or the actors would work on their own.

Though Whedon did use Shakespeare’s text, he put his own spin on it. For one, the film takes place in the present day. For another, it’s pretty sexy. In Whedon’s interpretation, Beatrice (Acker) and Benedick (Denisof) have been lovers before—a choice the actors made with Whedon. “It felt right,” he said. The director didn’t storyboard to make up for the Bard’s sparse stage directions, but he did map out the action very specifically. “Apparently you can’t just throw Amy Acker down the stairs, you have to have a pad there. I don’t get that rule!” Whedon joked. “A lot of it came from the actors, [too]. You need both. You need a lot of what’s mapped out, especially when you’re working at that kind of speed, but you also want to give them the room, because everyone here is so inventive, and they understood their characters better than I ever could, that’s just how it works.”

Much Ado About Nothing will hit theaters June 21, 2013.