Somewhere between having Thor and Captain America have a legendary fistfight in the woods, and destroying large blocks of New York City with an inter-dimensional wormhole in last year’s "The Avengers," writer-director-geek icon Joss Whedon somehow found the time to make a whole other movie.

The movie ended up being a micro-budget take on a different kind of superhero: literary superhero William Shakespeare and his classic comedy "Much Ado About Nothing." After spending several months on the festival circuit, the movie arrives in Milwaukee Friday at the Downer Theatre.

The cast is a collection of Whedon’s favorites, most of which are fairly unknowns with only a few moderately famous faces mixed in (Nathan Fillion, Clark Gregg).

For Milwaukee theater fans with acute eyes and sharp memories, however, Emma Bates – the actress who plays Ursula, one of Hero’s helping hands who participates in the romantic scheming – may look familiar. That’s because Bates is a UWM graduate who worked and performed for several local theater groups before heading out to Los Angeles.

OnMilwaukee got a chance to chat with Emma about the very unique production of "Much Ado About Nothing," how she ended up in Whedon’s little clique and the strange Venn diagram of nerd culture and high-brow culture that produced their little Shakespearean summer trifle.

OnMilwaukee.com: I have to ask about your time in Milwaukee. How’d you end up here, and what did you all do?

Emma Bates: I moved after high school in Virginia to go to college there. I graduated from the professional theater training program at UWM as an undergrad. I graduated from college and lived there for four years, during that time working at various regional theaters in the area. I did Theatre X when that was still a company. I worked at American Players Theatre for two seasons between my last two years of college, so the summer after I graduated I worked there too.

I eventually got my first film during that last summer, called "Design" that ended up going to Sundance. And then I ended up moving out to Los Angeles.

OMC: So how did you get involved with this project?

EB: I had actually been doing Shakespeare readings at Joss’ house for several years. He would get a group together on Sundays of actors and people who were on shows that he was doing, whether they worked in costumes or wherever.

OMC: What was it like at these Shakespeare readings?

EB: It was just a very lazy Sunday afternoon Shakespeare reading. There’s lots of champagne, wine and little breakfast-y kind of foods. Everybody would just bring their Shakespeare and sit outside. He’d assign people to play different parts, and we would just do it. It was literally just kind of born out of everybody’s love of Shakespeare – especially (Joss’). He just wanted to get his friends together and hang out. It was a lot of fun. A lot of times, it would just end in a dance party.

OMC: So how’d this turn into "Much Ado About Nothing"?

EB: So when he decided that he wanted to do this kind of secret project, he kind of just went around individually and picked who he wanted to play different parts. At the time, I was actually at an event. Neil Patrick Harris was getting his star on the Walk of Fame, and Joss and I were both at it.

There was a little after party thing, and as we were walking across the street, all these fans are running up to Joss and he’s signing autographs as we’re talking. And he’s like, "Hey, we’re doing this little thing, and I was wondering if you wanted to be a part of it." So I was like, "Yeah! Sure!" And he was like, "Okay, it’s in two weeks."

So we really had no time to prepare, and I don’t think I even knew what part I was playing until maybe a week before. Luckily, I had already been familiar with the play and actually had already done the play at American Players Theatre (in 1999, alongside current co-star Amy Acker). So that helped.

OMC: Why do you think there’s this Venn diagram overlap of nerd culture and high-brow Shakespeare culture with Joss?

EB: I think is the link between them is that Joss has a deep love for character. So however that is expressed, he’s going to be interested in it. He writes those kind of characters himself, but also these archetype characters – superheroes, the lover, stuff like that – he responds to that kind of stuff and has a point of view and something to say about it. Usually, it ends up being pretty unique and pretty entertaining.

OMC: I’ve read that they shot this in twelve days, and this was like his little vacation project while he was working on "The Avengers." What was it like working on something so fast and so low budget and, I would imagine, a little distracted?

EB: It came together pretty rapidly. But to shoot it in twelve days? I don’t think that would have been possible other than he had either worked with everyone before or knew their abilities. I think that’s kind of how he handpicked people to do it because there was not going to be any room for error. A lot of the scenes he maybe did two or three takes, and then we moved on.

He had to have real confidence in his actors, and in many ways, he had more confidence in them than they had in themselves. In the case of Nathan Fillion, who had never done Shakespeare before, he tried to back out of it after he had already agreed to it, and Joss wouldn’t let him.

OMC: Really?

EB: He was terrified! But you know, Joss had worked with Nathan a lot of times and knew that he would be able to do it. It was a combination of him having trust in his actors and knowing he could bring out these characters because that’s what he does best.

OMC: The movie looks like a party. It looks very relaxed and like a bunch of people just hanging out. Is that how it was like shooting too?

EB: Similar to how these Shakespeare readings had gone at his house, the shooting was like that too. A lot of us were very good friends and had been close friends for many years. There were very few people there that I didn’t know, and the ones that I didn’t know, it’s that same kind of person that Joss relates to. They’re all very funny and talented and charming and just really great to be around.

So it was just a really good, fun group of people, and that extended into the movie. People would come to the set even on days when they weren’t called. People would just come in and hang around the house, help each other with our lines, go over scenes or just catch up. They kind of run their house that way normally; there’s always somebody making some delicious food in the kitchen and friends coming in. It’s a very jovial household.

OMC: That sounds awesome!

EB: It was super fun, and that same kind of vibe has extended through this last year as we’ve taken it to festivals and promoted it. The cast gets together all the time. I probably see most of those people at least once a month, which is rare out here. It’s very similar to theater; you make yourselves into a little family. It’s been a really fun ride.