Lynn Shelton recently won the Acura Someone to Watch Award at the 2009 Spirit Awards. She continued her lucky streak with the much-lauded Sundance premiere of her latest film, Humpday, which was picked up for distribution by Magnolia Films. The actors starring in Humpday, including Shelton herself, improvised all the dialogue, and the result is a candid and hilarious tale of two straight men who decide to have sex with each other in the name of art.

Our members love to hear the logistics of how a film gets made. Can you tell me about your shooting schedule and budget?

The budget was very lean. It was under half a million. No one got anything up front.

I pulled it together with a lot of in-kind donations. I gave everyone back-end (points) so that when I made money, they made money. I’ve worked with these guys over the years and so we’ve developed a relationship. And our shooting schedule, because of the nature of the production, was a 10-day shoot.

Wow, that’s impressive. What was your background before you started making films?

I have a BA in theater. I was an actor in my teens and twenties, but I became disenchanted after a while. It wasn’t fulfilling all my creative needs, and it became unhealthy for my mental state. So I transferred my addiction to photography, a side interest of mine. I ended up getting an MFA in photography at SVA, the School of Visual Arts, in New York, which, luckily for me, also had “related arts.” The school was more about trying to help you find the artist that you were meant to be. We worked with computers, sculpture, and video. I made three video pieces while I was in school. I was trying to figure out if I was going to be a video artist like Bill Viola.

I had one marketable skill when I got out of school: editing. When I moved back to Seattle to raise my family, I started getting a lot of jobs editing narrative films. And that’s where I learned about narrative structure. I came very late to filmmaking. I guess I needed this long circuitous route. I don’t think I would’ve had the confidence when I was younger.

Is this the first film you’ve directed and also acted in?

Yes. It was hard. When I’m acting, I have to be completely unselfconscious. I can’t be watching the scene from the outside, and that’s exactly what you need to do as a director. At first I thought, “I can never do this again,” but later I thought, “I can, I just have to have a lot more pre-visualization.” The scene I was most featured in was the most difficult to shoot [the party scene], and it involved a lot of people. Plus we didn’t have enough time in that location. That was the only big, big challenge. But I learned so much from doing it. It was really a delight.

How did you decide to take the role?

I was stumped on who to cast, and [cast member] Mark Duplass suggested I play the part. At first I dismissed the idea, and then I realized it would be easier – one less person to beg to work for nothing. Plus I didn’t want to cast an actress and then describe this person that I had so clearly in my mind. A friend had cast me in a short film a year before, and I’d learned a lot about acting for the camera, so that also gave me an extra bit of confidence.

I know you work organically and get inspiration from the people you know. How did the idea for Humpday come about?

It started with me wanting to work with [director/actor] Mark Duplass, who was working on a film in Seattle [Baghead]. I was a still photographer on that set. I hoped to meet him and bond with him, and my little plan worked. He blew me away, his acting in particular. He said, “Let’s do it. Let’s make a movie,” and he went back to LA.

I was trying to think of ideas, and a buddy of mine came and stayed with me in Seattle, another filmmaker, and he went to this local festival called “Hump,” which showcases amateur porn videos. It was the first time he had sat down and watched gay porn, and he was totally compelled, but he couldn’t say exactly why. He just said it was fascinating visually, like sculpture.

I thought it was very amusing and it got my wheels turning, just thinking about straight guys and the boundaries of their sexual identities. It’s unique. Male friendship is really compelling to me. Over the years I’ve seen male friendship with so much passion that it verges on homoerotic, and yet there’s this terror that they might secretly be gay.

I once asked a male friend why he was so adamant about not sharing a bed with another straight man and he answered, “Because in the middle of the night, I might forget I’m not gay.”

[Laughs] It’s like they’re all terrified of their latent sexuality. And I decided that it was an interesting dynamic to explore. At first I approached Mark about being the traveling character, but he had just gotten married and had a baby so he was like, “I’m so feeling the domestic thing.”

What was the dynamic between your lead actors on the day of the big “hump” scene?

They were well prepared. We shot the whole thing in order, which is such a luxury. We didn’t know what was going to happen. I had an outline, but the actors improvised the actual dialogue. We didn’t want the outcome to be a foregone conclusion. By the time we shot it, they were really close to those characters – it was almost like they were those characters.

It was the first time either of them had kissed a guy, period. There was this one improvised scene that was half an hour long, and it was unbelievable. I was holding the second camera most of the time, and it was so hard to keep it still. They just, completely off the cuff, improvised the whole scene – taking off their clothes, putting them back on, the Pretty Woman line, running to the bathroom. It was really exciting.

So at this point the guys didn’t know if they were going to end up in bed?

The guys were pretty clear about how far they were going to go. They were so invested. I think they would have done it if it had felt right. Josh said that it was the first time he’d kissed a man and it felt wrong, off, but if it hadn’t, nothing was predetermined.

Were there lessons from your last film, My Effortless Brilliance, that you used on Humpday?

My Effortless Brilliance was very pure. I created a process out of a reaction to frustrations I’d had with my first film [We Go Way Back]. I made it in the traditional way, with a full crew, a script, I auditioned actors, and we shot on 35mm. We were on a very, very tight schedule, which I observed was really hard on the actors. And people who had blown me away in auditions, mostly theater actors, didn’t have that comfort on a film set.

I longed for a more organic process. I had an idea for an experiment, where there would be no script and I would just use people I already wanted to work with, rather than hold auditions. I was delighted when there was a movie at the end of it. Afterwards, I felt so much more confident.

But with Brilliance I probably cut too many people off set. I had no lighting. It was just me and my DP. So the next time out, I wanted to up the quality and my DP felt the same way – better eyelines, better lighting, just better looking. I wanted Humpday to have a strong narrative drive, to be a more classic movie experience.

Also, on Brilliance I was the sole producer on set. It was stupid and I don’t know what I was thinking. So this time I had a couple of producers. We also had an editor ready to go. It was the first time I had worked with an editor – I had edited all my own films before – and it was a big deal to hand over the controls. But that turned out to be a beautiful relationship.

People have described you as part of the “Mumblecore” movement. Do you think that’s accurate?

Oh God, I don’t know. Isn’t that term passé? [Laughs] A lot of people when they write about “Mumblecore” describe young, single, white guys – slackers – writing about their lives, which is not my category. At the same time, if you look at my work from a technical view – the shoestring budget, hand held cameras, a lot of improv – I suppose it could fit. “Mumblecore” is a bit of a ridiculous moniker. It was good for a while, but now it’s outworn its usefulness.

What advice would you give to filmmakers wanting to use improvisation and collaboration to create their scripts?

Casting is essential. Not every actor is up for this kind of work. It can be too loose and meandering. And some people feel a need to riff and be funny, but I find that if everyone has a clear objective and action in the scene, that need lessens. I’ve always hoped that the people who are attracted to this kind of working are going to be good at it. You know, everyone uses improv in such a different way. Mike Leigh, he workshops with people and writes down their words and creates a script. I don’t rehearse at all. The final draft happens in the edit room.

What are you working on now?

David Gale of MTV, who used to be with MTV Films and produced Election, moved over to their new media department and contacted me a day later. He asked if I’d be willing to create a relationship with them and create a web series. It’s a hybrid of documentary and narrative format, based on a series called $5 Cover, about the music scene in Memphis. It’s musicians playing themselves with music interwoven into the whole series. It’s very authentic feeling, and really great, and I really like the particular aesthetic. But instead of trying to clone the Memphis version, they want me to add my vision to the Seattle version. I’m in development on that.

And I have another movie that I am planning to shoot after the web series. It’s a sort of My Dinner with Andre film – a nice, easy, one location shoot.

There was a bidding war for your film at Sundance. How did you finally choose Magnolia?

Magnolia gave us the best deal, that is, unless the film totally tanks, because they gave us a decent percentage of the gross. Which means their model is the same model that I used to make the film. I love [president of Magnolia] Eamonn Bowles and [senior vice president] Tom Quinn and they were the ones in Park City pitching to us.

I wanted to sell the picture to people who really, really believed in it and who could give it a large theatrical release. Magnolia has the means to do that – they have that relationship with Landmark – and they promised us a 15 city minimum. Their belief that it could succeed in theaters and their willingness to give us a percentage of the gross is what tipped the scales.

We met with a lot of great people. I wanted to sell the movie to everyone! [laughs]

Shortly after this interview Humpday was selected as part of the Director’s Fortnight at Cannes. To see Humpday at the LA Film Festival please visit LAFilmFest.com

Davis Guggenheim has a rare and enviable career. He has directed episodes of some of the best television shows in the last decade (i.e. The Shield, Alias, 24, NYPD Blue, ER, Deadwood,) but has also managed to forge an impressive identity as a serious documentarian. In fact, you may have heard of his Oscar winning 2007 documentary, a little sleeper hit called An Inconvenient Truth.

His new film, It Might Get Loud, might be described as a film about the electric guitar, but it is actually much more; it’s a treatise on the artist’s journey. But in the end, who really cares about the theme or raison d’être of the film. It’s Jimmy Page, The Edge and Jack White sitting around talking and playing guitar with one another. Enough said.

By Carolyn Cohagan

You career has been an extraordinary combination of television and documentaries.  How do you pull it off?

I’m kind of like a junkie that has to pay for my habit. My habit is documentaries. I love them. I have to feed my habit by directing television, which I’m doing right now [the Melrose Place pilot]. I get a lot of creative satisfaction from doing television.  And it’s fun and it’s lucrative, and in a week I’ll be done and be back to making documentaries.

Can you tell us a little about your background?

My father [Charles Guggenheim] made documentary films. He was pretty renowned. He made many seminal documentary films in the sixties and seventies [Robert Kennedy Remembered, The Johnstown Flood, A Time for Justice, etc.] and I grew up wandering around his office, watching these editing machines whirl, and being transfixed by it. Even as a five-year-old boy I used to go on shoots with my father. He did the media for Robert Kennedy’s presidential campaign and I remember going with him on a plane to do that. And lot of other really exciting and intense documentary shoots- coalmines and shrimp boats and things like that.

I went to Brown, and afterwards my father said, “Come and work for me in D.C.,” and I was like, I don’t want to do that.  I wanted to break out on my own. So I moved to LA to break into Hollywood. I thought I’d never make documentaries. I started directing television, and about ten years into it I got pulled back into making documentaries.

After you won an Oscar for An Inconvenient Truth, the world was your oyster. You could have done most anything. What drew you to It Might Get Loud?

[Producer] Thomas Tull, whose idea it was, a few months before the Academy Awards, called me to his office in Burbank and said, “What do you think of the electric guitar?” and I said, “I love the electric guitar.” And he said, “Well, how would you like to make a documentary about it?”

I spoke to my producing partner, Lesley Chilcott, and we both said, “This is great,” because I have environmentalist instincts but I don’t want to be a filmmaker known just for making environmental documentaries. I want to tell stories about everything.

I like to jump around between different genres and I enjoy how they cross-pollinate. This summer Leslie and I did a film about Barak Obama for the Democratic Convention in Denver, and then we did parts of the infomercial that played before election night. Right now it’s really exciting because documentaries are changing and the opportunities are opening up. People are really hungry for well told documentaries.

When Thomas Tull brought you into his office, did he already have the three guitarists in mind?

That came later. It struck me that if you made this documentary about the electric guitar and you had 30 different guitarists in it, you would learn a little bit about a lot of people, but you wouldn’t learn that much. You would just skim the surface. But my theory was if you picked three really amazing artists (there are plenty of great guitarists, only a handful of them are artists), if we found three that were distinctly different and of different generations and told their personal stories, then you would come around and learn about the guitar through osmosis.

There are so many documentaries that are full of platitudes about how the guitar changed the world and how it was this metaphor for sexual expression or power. I didn’t want to do any of that. I just wanted to tell the story of three really interesting people and the guitar happened to be part of it.

Jack White said it best. After he saw the film he said the guitar is really “the McGuffin” in the film. It’s not really about the guitar, it’s about these three guys and their journey and you could easily be a singer or a writer or a painter and get just as much out of it, because their journeys in finding themselves and how to express themselves is universal.

How long did it take to get Jimmy, Jack and the Edge in the same room?

It was an interesting process picking the three. We were sitting around talking about who it could be. First thing everyone said was, “Jimmy Page won’t do it.”  He’s famously resistant to this kind of stuff and he hasn’t done many interviews in the past twenty years. So we moved on. And the next day I called Thomas and said we have to try. So I wrote Jimmy a long letter and flew to New York with my music supervisor, Peter Afterman, and met with his managers and they said, “Sure, why not?” And Peter was like, “You don’t understand. These guys never say yes.” And that was just yes to meeting Jimmy. So then I few to London a month later and sat down with Jimmy and talked it through, and he said, “Okay, let’s do it.” And then Edge and Jack said yes, and we had a movie.

Both Jack and Edge had a lot of questions. They really wanted to make sure it was done right. A lot of documentaries about rock-n-roll are about car crashes and how a member of the band died. That story is so told and it’s sensationalistic. And the other ones are told from the point of view of the fan: this rocker is a God. That’s not very interesting either. Jack, Edge and Jimmy all understood this was about something different. This is about “How did you become an artist?” and “How did you go from being a kid wondering what was going to happen in your life in Dublin or Detroit or London to this person that we all think we know, but we don’t.”

What is it that the Edge says at the end, about what he might have ended up doing?

[Laugh] “Who knows what I might be doing. I might have ended up as a banker.”

It’s as he’s walking out the hallway of his school where he first met Bono, Larry and Adam. And we took him there for the first time since. We were blown away, but I think he was even more blown away, to be in the classroom where they used to practice. It was amazing how moving the experience was for these guys.

How many hours were Jimmy, Jack and the Edge together?

One premise of the movie was to tell their individual stories very deeply and then the other was, “Wouldn’t be interesting to see what kind of questions they would ask each other?” I wanted to know what Jack White would ask Jimmy Page. And then, what is the Edge’s reaction? The big premise they all loved was “Let’s just sit down together.”

So we got this big stage at Warner Brothers and put three chairs facing each other with their guitars and amps behind them. We didn’t introduce them until then. We all picked separate doors, so they entered without seeing each other, so we see them meet for the first time. I gave them absolutely no agenda. I said, “If you want to talk, talk, if you want to play, play.” We did that for two full days. I put a record player on the side.  I knew there were a bunch of albums that were important to each of them. They put albums on and listened to them, and if they wanted to stand up and demonstrate something, they did. All of us watching behind the monitors were in total disbelief about some of the things that happened.

Can you tell me a bit about their dynamic in the room? Was there a lot of ego?

There really wasn’t ego, and I think a big part of it was who these guys are, their nature. They’re about their work, which was part of my instinct to have them ask each other questions.

What was your favorite music growing up?

I had deep connections to U2 as a teenager. I remember when my brother brought home Boy. I’d never heard anything like it. I felt, “This is new music. This is my music.” I was a dopey fan. I’m also a big fan of Led Zeppelin and Jack White. I love them all.

When they were done with the shoot did you feel like there had been some relationships forged, that they would stay in touch?

I think there is a real bond between them now. We went to the Toronto Film Festival and they all three showed up and there was a lot of affection. I think they learned a lot about each other. They’re separated by generations but also by fundamental music ambitions. By making the movie, they started to see past that and see how really similar their experiences are. There’s this moment- they were talking for three or four hours before anything happened- and suddenly Jimmy was talking about a certain guitar. He just stood up, plugged in his guitar and started playing “Whole Lotta Love.” And both Edge and Jack stand up and sort of look at how he’s playing. And you see their faces transform into these 13 year old boys –

They have those massive grins…

Yeah! Because for them it’s seeing behind the curtain. It’s interesting to see a rock star turn into an adoring fan. And it happened the other way around too – Jimmy learning about Edge. Edge’s guitar playing is so different from Jimmy’s, and Jimmy started to really appreciate what Edge does. It’s not necessarily about virtuosity of guitar playing. It’s about landscapes and sounds that he does through these machines that he has.  And then there’s Jack, who has these plastic toy guitars, and Jimmy and Edge have guitars worth millions of dollars, and there is Jack getting this incredible, monster sound from a little guitar sold at Montgomery Ward through a little amp bought at Sears. And Jimmy and Edge were profoundly impressed.

To me the picture speaks to the universality of artists, and how the good ones are always searching, always growing. Do you feel that way about your own career?

It’s interesting. I wouldn’t call it a mistake, but a case of “necessity is the mother of invention.” When we were making An Inconvenient Truth, I found that interviews with Al [Gore] when we had a big crew around were hard. It was hard to get the intimacy that I was after. I learned over time that if we had a very small crew or no crew at all, we would get these very, very personal, powerful moments. And so the best interviews were just him and me with a microphone, no crew, no camera. And we used those as the spine of the emotional story of Inconvenient Truth.

So the way I started It Might Get Loud, I just started with interviews. I met Edge in a recording studio with just a microphone and a sound recording machine. And we just talked for three hours. Same with Jack and Jimmy in a hotel in London

I went back to the editing room and started cutting the sound, almost like a radio show. And out of that came the core of what the story would be. It was amazing because you get these things you would never get if the cameras were rolling, because everything becomes so formalized.  People tend to think very carefully about their answers or they’re not emotionally spoken.

And that’s why I think this film is very different. The nature of the interviews was very intimate and very deep. It was a total discovery as a process.

That comes across watching the film. I felt like it was just me and the Edge walking around his old school.

I would hope with this film that people would watch and think, “I never knew Jimmy Page was like that. That’s a side of him I never understood.” After Jimmy saw the finished film in Toronto, he came up to me and said, “I learned something about myself,” and that was the most gratifying thing, that he learned something about himself watching the movie.

Were there other documentaries out this year that you particularly enjoyed?

The exciting thing is that it is a golden era of documentary. There are so many good documentaries right now. Food, Inc is amazing. Every Little Step, about A Chorus Line is amazing. Anvil, The Story of Anvil! and King of Kong. Those wouldn’t have happened ten years ago.

An Inconvenient Truth still holds the record for the biggest audience ever at the LA Film Festival.

It was so weird. There I was back stage with Bon Jovi, and Al and Tipper are clapping along. I made a film about the environment and here I am with these rockers.

So maybe now that you made a film about rockers, you’ll end up backstage with Arianna Huffington.

[laughs] Exactly. That would be awesome.

Join us at the LA Film Festival for a screening of It Might Get Loud, Friday, June 19 at 7 pm at the Mann Festival Theater in Westwood. Tickets available at LAFilmFest.com