Unbeknownst to the rest of the world, Lynn Shelton and Marc Maron were ready to make a feature together. After years of collaborating on TV with Maron and GLOW, as well as Maron’s stand-up special, the unlikely pair of indie darling director and comedian finally came together last year on Sword of Trust.
The indie-comedy pairs a crotchety pawnshop owner (Maron) and his dimwitted sidekick (Jon Bass) with a lesbian couple (Jillian Bell and Michaela Watkins) trying to scam far-right conspiracy theorists with an old family heirloom, which they hope will prove the South actually won the Civil War. With Lynn’s improv-heavy directing style leading the charge through this lightning-fast shoot, the pair also extended out of their usual director and star dynamic, placing Lynn in front of the camera as actor and Marc on the guitar as composer.
I spoke to Lynn and Marc before their world premiere at SXSW about their working relationship, the blessings and constraints that come with making a film in twelve days, and learning to—eventually—trust your collaborators.
Andy Young, Moviemaker Magazine (MM): I know you’ve worked together many times over the last few years, but this is your first feature film together. When did you start working on this?
Lynn Shelton (LS): Well after Maron, we started to write a movie together—we’re almost done three years later with the first draft [laughs]. But it was going at a pace that was driving me a little nuts because I really wanted to get on set with him, and he was like, “I need some breaks, and we need to take our time with it and get it right. So why don’t you write another script, I’ll give you two weeks of my time, and then we’ll circle back to this script if it’s a good experience.” And that’s really what happened!
MovieMaker: That tenacity is something I’ve always loved about your career, because even though you’ve become this prolific TV director, you still find this time to make all these like great independent films. How did you meet your eventual Sword of Trust co-writer Mike O’Brien?
Lynn Shelton: I directed an episode of Mike’s show A.P. Bio. When I came up with the idea I originally saw Mike in the Jon Bass role—Marc’s sidekick—and I was looking for improvisers. He said he’d love to do it, but he was also open to co-writing the script with me, and I suck at writing alone because I love to procrastinate and need somebody else to be accountable to. He creates this emotionally safe environment and I wanted to do something wackadoo. But when A.P. Bio got picked up for Season 2, unfortunately, he wasn’t able to be on set, so we cast Jon.
MovieMaker: Did you do a lot of research for this film? I’m trying to picture you doing a deep-dive into far-right conspiracy videos.
Lynn Shelton: We did a bit of a deep-dive, and a lot of research into actual conspiracy theories like this that exist, but then we made this one up obviously—I mean maybe not “obviously,” people have been asking me if this is a real theory, which I kind of love.
MovieMaker: Marc, I’ve been a fan of your podcast for a long time, and I love how ever since you got GLOW you’ve used your guests’ knowledge almost as an acting masterclass.
Marc Maron (MM): The weird thing is I wasn’t always so hard on actors when I interviewed them because it can be a really mixed bag, either they weren’t that forthcoming or there wasn’t necessarily a lot there. But then when I started acting, I wanted to really understand how actors approached what they do.
MovieMaker: As an actor, what was it like working with Jon Bass, Jillian Bell, and Michaela Watkins, especially since you shot this in two weeks?
Marc Maron: I’m pretty open in terms of engaging with people. So it was pretty easy to develop the dynamic that Jon and I had, because it was genuine… because he actually is really annoying.
Michaela and I had a neurotic mental similarity in a kind of a compulsive nature that makes us engage pretty well. I don’t know that Julian and I had a lot together.
Lynn Shelton: Yeah, but Jillian and Jon were great together. We didn’t do rehearsals because you never know, the first time might be the best, but we cast Jon sort of late in the process and I had them get together and hang out at The Comedy Store.
MovieMaker: I wanted to talk about the crew because I noticed at least a couple of names that came from the GLOW call sheet, I don’t know if that was intentional or if you just had a good experience with them?
Lynn Shelton: My DP on Outside In was in prep with me in Alabama and had a medical emergency, and I, as his friend, was like, “Oh my God, my dear friend I hope he’s OK” and in the back of my mind I’m going through my rolodex thinking, “Who can replace you? [laughs] I have to shoot this thing in a week!” I had just talked to Jason Oldak who I’ve worked with twice—he was a DP on Casual and a camera op on GLOW. He’d already worked with Michaela, he’d already worked with Marc, he’d already worked with so much of the cast and crew and just saved our fucking asses because he came in with hardly any prep and just killed it—which was great, because we had to shoot this in Twelve. Fucking. Days. The plot was tight, but there was so much improvisation, I would sometimes just have to say, “can you mention “X” since it’s the crux of the scene?” And they found the beats and came up with all the dialogue.
MovieMaker: Are you working with a beat-sheet or any sort of iteration of a script?
Lynn Shelton: It was a 45-50 page “scriptment,” meaning some scenes were more scripted out than others.
MovieMaker: I haven’t seen you act in a while Lynn, did you write that part for yourself?
Lynn Shelton: I wasn’t going to be in it at all. And then Mike [O’Brien], who is a writer who still wants to perform, just assumed I was the same way. We kept coming up with a cast list, and he kept putting my name on the cast list. He kept saying I had to be in the movie, my only other movie I’ve starred in was Humpday, and I said I’d never do it again because it’s really hard to act and direct at the same time. So I finally said, “Fine, I’ll be like a junkie that tries to pawn something.” I really thought I was going to be this little ancillary character, but I realized that I needed Marc’s character to have an emotional arc and it organically turned into that.
Marc Maron: It’s weird because the emotional thrust of the movie turns out to be about that relationship, which you only see on screen for a minute or two, but she keeps coming up.
MovieMaker: Speaking of which, I want to talk about my favorite scene in the movie, when the four protagonists are in the back of a moving van on their way to this uncertain fate, and Marc’s character finally opens up about his backstory. What were the mechanics of shooting that on such a low budget?
Lynn Shelton: I knew I had 12 days and little money, so I needed to make this as tightly as possible. I wanted a long car ride scene, there’s no way to shoot a car that is production-friendly, so it was my genius idea to just shoot in a windowless van and have grips on the sides rocking it. That was the only way I could have possibly done it because otherwise, you’re on a process trailer or something. If you look in the scriptment it doesn’t really say anything, it was this open-ended place where it could’ve been small talk or nothing at all. And then as we were working on the movie, it became really clear that this was going to be a linchpin scene. It was a heavy, heavy day. The other thing that needed to happen back there was the whole thing about these two dueling couples who are very suspicious of each other but were thrown together on this adventure and ultimately had to trust each other enough to dig themselves out of this hole as a team. So this was the first opportunity for them to gain some kind of trust by being intimate with each other in a way that’s not totally tied to the sword. So that laid the groundwork for what happens in the second half.
MovieMaker: Marc, you did the music on the film as well, right?
Marc Maron: Yeah. At the end of my podcast [WTF with Marc Maron], I do these guitar noodles and I’ve got hundreds of them stored away. Lynn likes the way I play guitars, so, I just hooked her up with my producer and gave some of those songs to her.
MovieMaker: I knew I recognized some of those tracks from the podcast! I love the minimalism of those tracks, they work so well between scenes, and I’ve been listening to Marc’s podcast for over a decade so those tracks really do feel synonymous with his voice.
Lynn Shelton: I originally had another composer attached, but as we were editing, I just kept hearing his music, especially because I wanted him to play guitar on screen in the pawnshop. But there’s also something about the laconic, kind of bluesy atmosphere of Birmingham that worked so well for Marc’s character. He actually co-wrote and created this song for the credits of the movie. I loved the idea of the entire film being scored by this solo guitar and then we end with a full band because his character goes from being a lone wolf to having this little community.
Marc Maron: Lynn, we talked about this a bit on Outside In, but I’m an editor as well, and I’m always fascinated when editors become directors as you did. I know, again, a GLOW alum cut this film, but talk about working with them. Do you ever have the itch to grab the keyboard?
Lynn Shelton: Not really, because I’ve been able to work with so many talented editors. Obviously you’re always writing to final script in post, especially with an improv movie—it’s almost like cutting a documentary. Our first cut was two and a half hours long and it was all funny, but we got it down to a lean 88 minutes.
MovieMaker: Marc, you’ve spoken to and worked with so many brilliant actors and directors over the last few years, what advice would you give to aspiring filmmakers?
Marc Maron: On Maron, I was a little more argumentative with directors to some degree. I used to argue with her [Lynn] all the time. My instinct was like what Bradley Woodford says, when a director gives you a note, there’s three steps: 1. No, fuck you, 2. Sorry, I’m an asshole, 3. Okay what did you want?
Lynn Shelton: He did that every time on Maron when I’d give him a note. Eventually, he’d always take my note and it would always be better, and by the end, I gained his trust and he sort of figured out, “Oh, maybe you weren’t giving me a note just to fuck with me [laughs] but maybe you actually were looking for something better!” Now I’ve seen the evolution of him myself: I give him a note and he does it.
Marc Maron: I’ve learned that when most actors read a script, they construct a scene for themselves by making choices. So you make a certain number of choices for yourself in terms of what your character’s needs are or whatever you’re trying to do in that scene. But if you invest too heavily in them where they can’t be shaken out, then you’re kind of unworkable. So I would make choices and sometimes I wouldn’t have specific choices because I just didn’t know where to go with it. So if you stay open enough for a director to go, “Just turn that down a little bit and remember that you want her to do this or that,” you might be plowing ahead without connecting it to the other than the choices you made. If you stay open, you can make adjustments that will ultimately be collaborative and make a better scene. MM
This story originally appeared in MovieMaker Magazine and has been updated. Sword of Trust is now streaming.