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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