In the autumn of 2011, Joss Whedon took a scheduled break from his work on The Avengers. After an exhausting nine-month shoot, Whedon was in desperate need of rest and relaxation before taking on the daunting task of post-production. And how did Whedon think to recharge his creative energy? By making a totally different movie.

You may not have known this, but the man is a huge Shakespeare nut. I didn’t know this until word of his latest film started to spread, but it’s apparently a regular thing for Whedon to hold Shakespeare readings at his house. Seriously, the guy just invites his actor friends over, they all read Shakespeare over wine, and they call it a party.

So naturally, when Whedon decided to shoot a movie in a mere two weeks, he already had the infrastructure in place to shoot a Shakespeare adaptation. The end result is Much Ado About Nothing, a movie cast pretty much entirely with alumni from “Buffy,” “Angel,” “Firefly,” “Dollhouse,” and The Avengers. Whedon shot the film entirely at his lovely Santa Monica abode and produced the film alongside his wife. He also brought along brother Jed Whedon and sister-in-law Maurissa Tancharoen to help with the music, as they previously did for “Dr. Horrible.”

(Side note: I was interested to find that this movie was distributed by Lionsgate, the same company that stepped in when MGM’s bankruptcy left Whedon’s Cabin in the Woods without a distributor. Coincidence?)

All of this context is important to remember when discussing Much Ado, since it does so much to explain why the movie is so damned good.

To start with, there’s the fact that Whedon had already worked with pretty much everyone in this cast, and most of the actors involved had worked with each other before. Hell, it’s a safe bet that most of these actors had already read their parts in at least one of the aforementioned Shakespeare get-togethers. That makes a huge difference in choosing which actor would play which part, since Whedon was already more than familiar with the strengths and weaknesses of every member in the cast.

That’s especially important with regards to Beatrice and Benedick, since their tumultuous relationship is so difficult to portray and the whole show depends on scorching chemistry between them. No sane person could leave something so vital and so difficult to chance. Luckily, Whedon really knew what he was doing when he cast Alexis Denisof and Amy Acker — two of his longest-serving and favorite collaborators — in the lead roles. They both do phenomenal work, but I’ll get back to that later.

Someone else who deserves mention is the once and future Cpt. Reynolds, Nathan Fillion. Any fan of his knows that acting like a pompous ass is what Fillion does best. It’s a skill that serves him tremendously well as the comical Dogberry. It also bears mentioning that Buffy alumnus Anthony Head was originally meant for the role of Leonato, but he had to bow out due to scheduling conflicts. Clark Gregg took his place, nimbly parlaying the warm and officious qualities of Agent Coulson into an effective patriarch.

However, I should point out that that not all of the actors in this cast will be familiar to most Whedonites. Jillian Morgese is the obvious example, here making her feature debut after playing an uncredited extra in The Avengers. She plays the role of Hero and does a surprising amount with the role. This character is traditionally ineffectual, offering few lines of dialogue as the other characters determine her role in the plot, but not on Whedon’s watch. Through various emotions and actions, Hero is made a more active participant in the story without excessive tampering of the source text. Even better, Morgese shows more than enough screen presence to turn this role into something memorable. If her part in this movie doesn’t get Morgese more work in the future, I’ll be very disappointed.

Aside from Morgese, there are four other notable inductees to the Whedon extended family. Two of them are Nick Kocher and Brian McElhaney, better known as the internet comedy duo of BriTANick. They play the First and Second Watchmen under Dogberry, so of course their practiced comedic timing comes in quite handy. The other two are Riki Lindhome and Spencer Treat Clarke, respectively playing Conrade and Borachio. They aren’t nearly as memorable, though the decision to gender-swap Conrade was a very interesting one. We’re clearly shown that Conrade’s relationship with Don John is sexual to some degree, which raises some curious implications about the two characters.

Speaking of which, the role of Don John is played by Firefly alum Sean Maher. I would never have expected Dr. Simon Tam to play such a total bastard, but Maher does wonders with the role. It certainly helps that Maher has a soft kind of face that seems to be inherently trustworthy. Given how much of Don John’s actions hinge on deception, that counts for a lot.

Getting back to my earlier point, the single greatest thing about this cast is that with very few exceptions, they all knew and liked each other before the cameras ever started rolling. This enhances the film on so many levels. For one thing, the story is basically about a group of friends who all get together in the same house to have some fun. This film delivers that premise with authenticity because that’s exactly what happened behind the scenes as well. More to the point, these actors were completely unafraid to act like total doofuses in front of each other, and that did all kinds of favors for the more humorous scenes.

By the same token, these actors are able to build off of their existing friendships to make the onscreen relationships that much more potent. This, in my opinion, is why the Beatrice/Benedick romance works so damned well in this movie. Denisof and Acker had already known each other after working with Whedon for so many years, and I find it safe to assume that they probably shared a few scenes with each other in all that time. They’ve already had so much practice, of course their onscreen chemistry is going to be red hot.

Perhaps more importantly, the familiarity of these actors contributes to the single greatest strength of this film: Intimacy. Everything about this movie is structured around keeping the audience close to the characters and keeping the characters close to each other. The intimate environment is further enhanced by the actors’ natural and informal line deliveries, as well as the copious amounts of alcohol on hand.

Of course, the wonderful dialogue should go without saying. After all, Joss Whedon has long since proven himself as a master of dialogue, and he’s working with a script made by the greatest playwright in history. Throw in Whedon’s deep appreciation and understanding of the text, and it’s honestly hard to fathom why it took so long for Whedon to make a Shakespeare adaptation. The two prove to be an exceptionally potent match.

Even better, the film includes so many little added story beats to flesh out the characters and sell the illusion that these are real people. The most notable example is the prologue, in which we see that Beatrice and Benedick were involved in some kind of previous relationship at one point. We’re not given too many details, so it’s not exactly clear how serious the relationship was or who broke whose heart. Even so, it’s enough to provide the characters with a clear basis for their mutual hatred. It’s also shown that these two used to have some measure of love for each other, so their sudden change of heart halfway through doesn’t come entirely out of nowhere. It was a very smart move all around.

Still, my favorite added story beat was the very last one with Dogberry. You’ll know it when you see it.

On a technical level, the film does everything possible to keep the proceedings intimate. The film was shot entirely on a handheld camera with no additional lighting, all of which added to the “you are here” feel. The score was also notably minimalist, with very few musical instruments being heard at any given time. Still, Joss and Jed Whedon do a splendid job of adapting some Shakespearean verses into songs.

Last but not least, the movie was shot entirely in black and white. This isn’t nearly as distracting as you might think. In fact, the absence of color only helps to keep our focus squarely on the actors, their performances, and their dialogue. Moreover, it adds to the film’s bare-bones aesthetic in a novel sort of way.

I had a great time with Much Ado About Nothing. Joss Whedon does a masterful job at adapting and presenting Shakespeare’s text, though it certainly helps that he has so many talented friends to help. This was a quick no-budget production, with sets limited entirely to the same house, and yet that helps to lend the film a kind of intimacy that greatly enhances the passion on display. Of course, the pre-existing friendship of the cast certainly helps a great deal toward that end, especially in the case of Beatrice and Benedick. Really, the actors in this piece are all phenomenal, both as individuals and as an ensemble.

I’ve no doubt that this one will be played in high school literature classes for years to come. This is a wonderful little movie that I strongly recommend, especially to fans of Shakespeare and/or Joss Whedon. I know that this film is in limited release and very hard to come by, but keep your eyes on your local arthouses. Try not to let this one pass you by.

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