Terminator 2: Judgment Day. Mad Max 2: The Road Warrior. Gremlins 2: The New Batch. Sometimes the sequel is just better than—or at least, wildly different from—the original.

Todd Rohal’s Uncle Kent 2 checks both of those marks. It’s understandable if you missed the original Uncle Kent, Kent Osborne’s semi-autobiographical mumblecore outing, directed by Joe Swanberg in 2011. Uncle Kent 2, which made its debut at South by Southwest 2015, falls into a very different genre… but it isn’t an easy one to pin down. While Swanberg returned to direct the first 12 minutes of the film, Rohal’s sequel—like his previous features Nature Calls, The Catechism Cataclysm and The Guatemalan Handshake, and shorts—beams with his wildly creative voice.

It’s a pretty impressive feat that film exists in the first place. The running joke is that it’s “a sequel no one asked for,” say the filmmakers themselves. The things the film’s creators were able to accomplish on such a shoestring budget (filming during Comic-Con, producing animated sequences, using a hit song, acquiring several surprise celebrity cameos) are baffling. I talked to Osborne and Rohal last year about pulling off a film like this under the radar, the initial inception of the idea, and the importance of following their own voices.

Andy Young, MovieMaker Magazine (MM): You guys really kept this movie under wraps. I hadn’t heard anything about it until South by Southwest 2015, which is rare nowadays.

Kent Osborne (KO): That was intentional. I didn’t want to be tweeting from the set or anything, I wanted there to be absolutely no warning. When it was announced we were premiering at SXSW, the first five tweets from people were just utter confusion.

Todd Rohal (TR): The first tweet about us was, “Cool. Cinema is dead.” So we put that on our poster. It was fun to interact with the expected negativity.

MM: I love the press materials you guys have done for this, like the overly epic sci-fi poster or your promo still that isn’t even in the movie. Where’d you come up with this kind of marketing?

TR: It was kind of like when The Goonies came out—they used to have to do all the promo stuff early on so they’d do, like, novelizations and magazines. They had a scene with an octopus in a magazine, but then it wasn’t in the movie. It was like a bonus feature before there were bonus features. So for this, it was all about playing with the expectations for a movie—since we knew we were making a sequel nobody wanted, there’s some evidence in these materials that this isn’t going to be what audiences expect. I think it’s fun, in independent film, to still be able to mess with expectations and not deliver exactly what you’re advertising.

KO: In that SXSW still, I actually made it so the little-version of me has no thumbs and only eight fingers, as a homage to that octopus.

MM: You’ve both worked with Joe Swanberg in the past [both Rohal and Osborne were in Swanberg’s 2007 feature Hannah Takes the Stairs, and Swanberg directed and co-wrote the first Uncle Kent]. So how did this project initially come about?

KO: There was a version two years ago where it would all take place on a train and be called Uncle Kent 2: On The Right Track. I pitched that to Joe, he thought it was hilarious and said he’d be available in like a year to do it. By then he was even busier and said he couldn’t do it, but he wrote a nice email and gave me his blessing to make it with someone else. I had this new idea about a year later that I was joking around about with Todd, Andrew Bujalski and David Zellner while I was in Austin. I kept making jokes about a sequel and Bujalski kept encouraging me to do it. It became real when my friend Garrett Upton introduced me to these producers in L.A. that liked the first one and wanted to shoot at Comic-Con and raise money. They asked who I wanted to direct it, and I said Todd Rohal.

TR: I was at the airport when Kent called and said, “Do you want to make Uncle Kent 2?” and I just laughed and said yes. He asked if I wanted to know what it was about and I said, “…I guess?”

KO: You said “yes” before knowing the story or if there was pay involved.

uncle-kent-2 poster

MM: How long was your shoot? Was it all in California?

KO: We shot at Comic-Con for four days, including the train ride coming down. I had panels and stuff to do for work, so we incorporated that into the movie. And then we shot for another seven days in L.A. after.

MM: How did shooting during Comic-Con work? Were people aware you were shooting a movie, or was it very on-the-fly?

KO: It was pretty crazy, but nobody gave us a hard time. I mean we weren’t super-obnoxious about it, so it was mostly just me, Todd and Nathan [Miller, DP]. We didn’t, like, block exits or anything, and there were people with cameras everywhere around, so we just did it.

MM: Was the crew usually just the three of you guys?

TR: In San Diego it was just that and our producers. When we were in L.A. we shot in these studio spaces that were meant for cop TV shows—like, there’s a courthouse set next to an apartment next to a jail. You just walk from one to the other and say which ones you want, so we used it for a hotel lobby, a hotel room, a doctor’s office… those days had a bigger crew.

MM: The song “Breakout” by Swing Out Sister is a big part of the film. How do you get rights to a song like that?

TR: We went through our music supervisor Rob Lowery. We had a list of songs we wanted, and we thought “Breakout” would be best, because Kent and I had a history with it when Kent shot video of me during Hannah Takes the Stairs. The band had done a re-recording of the song that they owned, so they licensed that to us and were very fair to let us use it 15 times.

KO: They wanted to know how it would get used, so we told them it gets stuck in the main character’s head. But he’s not in pain—it’s not like the song is bad—it just had to be a song that people recognized. It happens to all of us.

MM: When you go into making a movie like this, are you thinking about the audience at all?

TR: It’s a weird place to be. Personally I want to make something that’s entertaining. I know there are filmmakers that want to test the patience of an audience, and those can be successful. It’s a little far-fetched, what we’re asking, and making a sequel nobody wanted to see is it’s own kind of challenge, but the best way for a filmmaker to go into a movie is not thinking, “What’s the broadest market I can hit?,” because ultimately you’re going to have a compromised vision by nature. At a festival, there are expectations from critics, who go, “Why did they make this?,” “What’s the market for it?” I don’t understand why that’s a conversation in film criticism. It should be clear sometimes that we’re not putting this out for [traditional success]; it’s just an entertaining and fun movie.

KO: I am. I made money off the first Uncle Kent. I know it made money because I got a check for $12.

MM: What is your best advice for people trying to make their first feature film?

KO: If you only have $1,000, make something for $1,000 but really pour yourself into it; make something no one else is going to make, and then someone will see it and say, “Here’s some more money.” I started in drawing comics and then I got a job because someone saw a comic I did. That happens a lot, especially now with the Internet. If you don’t have enough money to make your feature, then make a short, put it online and make it really good.

TD: After 15 years of going to festivals, watching people from various levels take off, it’s always been because they made something they wanted to see get made. No one sat down and said, “How am I going to reach the broadest audience possible?” They just started making things with their own voice. I’ve seen a lot of people make stuff that wasn’t really coming from them, and that stuff doesn’t work. So it’s great to see people like Lynn Shelton or Jeff Nichols or Danny McBride or David Gordon Green—they were always making things that they wanted to see on screen, and that’s a great philosophy. MM

Uncle Kent 2 opens in theaters and On Demand August 26, 2016, courtesy of Factory 25.