There is one particular moment in Lynn Shelton's new film, Sword of Trust, that I am obsessed with.

The film, which just premiered at SXSW, follows an unlikely group of misadventurers who stumble upon a Civil-War-era sword, which conspiracy theorists claim proves that the South won the war. The group sets out to sell the sword for a lot of money, taking audiences along for a ride that is both emotional and zany. The movie stars Marc Maron, Michaela Watkins, Jillian Bell, and Jon Bass as the heroes to Toby Huss and Dan Bakkedahl's good ol' boys.

Now, about that favorite moment? It's early on in the movie, after Maron's character Mel has been established as an ill-tempered pawnshop owner who can barely tolerate Bass as his hapless employee. Suddenly, another character walks in -- Mel's ex, played by Shelton herself in an effective bit part.

The raw, lingering look Maron gives Shelton's character is gut-wrenching.

Maron has a monologue later in the film that is equally effective and that many reviews point out as a shining moment in his performance, but that early look and all its baggage was what punched me in the face and said, "Pay attention."

"People talk a lot about the monologue in the van, which -- I'm so glad, because it's one of the best performances by anybody in anything I've ever seen," Shelton said. "I love it so much, but I love that scene that we have. I love it."

It's these bits, which have depth even amid the relative wackiness of the plot, that elevate Sword of Trust and make it a funny and fresh addition to Shelton's work. These moments also stand as evidence of her power as a director and writer. She creates some great characters and draws amazing performances out of her cast.

How does she do it?

Her "unorthodox or unfortuitous film school"

Shelton did not go to film school, but instead started as an actor.

"I remember trying to decide if I was going to apply to acting graduate school or film graduate school," Shelton said. "And I was just too intimidated by film school. I always loved movies, and I always used to fantasize about it, but it didn't feel like it was within my reach somehow."

She knew that great deals of money were involved and was intimidated about bossing around big crews. Eventually, Shelton was waitlisted at NYU and didn't end up getting into their graduate acting program.

"I'm so glad I didn't," she said. "It's one of those opportunities where the door was closed but a window opened down the line, because I don't know what would have happened had I gotten into grad school and been way in debt when I got out."

She still moved to New York and did some work as a theater actor, but ended up shifting her focus to photography instead. She went to the School of Visual Arts.

"Editing really is the thing. I would recommend everybody edit, because it just helps so much on set to be able to see where it is all going to end up, and know what you need, and know when you have it and can move on."

"It was the early days of digital art, of computer photography and stuff," she said. "The first version of Photoshop didn't even have layers. And digital cameras were still not quite there, and super expensive if they were. It allowed me a backdoor route into film and video, because I could approach it as a solo artist."

Through this process of playing with photography, she began working out cameras, lenses, editing, music, and what she liked to see.

"And then because editing was my marketable skill, I started working on bigger projects as an editor, and learned how to collaborate with other people," she said. "Because I was collaborating very closely with directors. And then finally felt ready."

It was a 20-year process of learning on her own time and in her own way that brought her to film and directing.

"By the time I finally got the opportunity to direct a feature, I was like, 'Oh, I feel really ready now, because I sort of know how to talk to actors, I know what I like in the frame,'" she said. "Editing really is the thing. I would recommend everybody edit, because it just helps so much on set to be able to see where it is all going to end up, and know what you need, and know when you have it and can move on. It just makes me efficient."

Why improv works on her sets

Shelton has been known to work with beat outlines and loose ideas, letting her actors play and improvise on her film sets. Sword of Trust is a return to this space after her 2017 scripted drama, Outside In.

Her experience as an editor, she said, is what makes it possible for her to work with improvised scenes.

"I could never work that way if I wasn't an editor," she said. "Because you have such a mélange. They're giving you all of this stuff that I know -- I have this sense in my brain, it's like the editor part of my brain is clocking. 'Do I have enough pieces in there that I can put it together?' Because that is all you really need, and then if I don't have this one piece I will know, 'Okay, I could just do this pickup for this one part that I don't quite have.' I could never work that way if I hadn't had that experience, for sure."

Lynn Shelton

How she empathizes with actors

As an actor herself, and as a director who asks her performers to improvise, Shelton knows that creating a safe and supportive set is paramount. She called the act of being creative "inherently risky." Pitching ideas and putting yourself forward, at the risk of being hurt, can be scary and emotional.

"It is all, whatever the project is, whether it is a TV show that I am directing or whatever, I am always all about creating an emotionally safe environment," she said.

She said she wants her actors to be able to suggest any crazy idea without the fear of being criticized.

"And it is why I like to continue keeping some kind of relationship with acting myself, because it just keeps me empathetic," she said. "I will say everyone is working their ass off on set, everybody, and nobody has a harder job than an actor."

She is aware that shoots come out of order and have lots of technical elements that can hinder an actor's performance.

"As easy on the actors as I can make it, the better," she said.

For any project, but especially for her improvised films, Shelton makes certain that she sends actors into scenes with well-developed backstories. They can contribute as much as they like to the characters and their dynamics.

"They really know who they are and what's happened right up to the point of the scene," she said. "And if there is anybody who you have a pre-established relationship with, like Mary and Cynthia, or Mel and Nathaniel, or Hog Jaws and Big Boss, or whoever they are, they really have to have some kind of sense of history of that relationship too."

"As easy on the actors as I can make it, the better."

Inspiration can come from anywhere

Shelton was in a Lyft in Los Angeles when it pulled up on a corner, and she spotted a nearby pawnshop. She had been wanting to write a character for Maron for quite some time, and the idea for Sword of Trust came out of seeing the shop.

"It just had this texture and character to it," she said. "And I just saw him as a pawnshop owner, and I was like, 'Oh my god, that has so much possibility.'"

She knew she wanted to write a comedy, pointing to Pineapple Express as another inspiration.

"I wanted to make that idea of normal people that you can relate to getting in over their heads on a caper," she said. "And allow it to get kind of wacky and unexpected and go into this not necessarily completely grounded in realism place, plotwise. But still being emotionally truthful, because then I would just lose interest if it's all cartoony. So it's all about finding that balance between those two things."

What's next? Shelton said she's working on writing another project with Maron, one that's been percolating for years.

For more, see our ongoing list of coverage of the 2019 SXSW Film Festival.


No Film School's podcast and editorial coverage of the 2019 SXSW Film Festival is sponsored by Blackmagic Design.