After completing five months of principal photography on The Avengers, Joss Whedon flew back to Los Angeles and threw himself a welcome-home party. As the guests circled his pool, he asked friends such as Firefly's Nathan Fillion, Angel's Amy Acker, and Buffy the Vampire Slayer's Alexis Denisof if they were busy the following week. "I was stalking everybody," Whedon says. "Nobody knew why."

Whedon wasn't busy — he was contractually forced to take a break before launching headlong into seven more months of Avengers postproduction. But instead of taking his wife on a 20th-anniversary vacation, he decided to spend his 12 days off shooting this year's summer film: a microbudget, modernized, black-and-white version of Much Ado About Nothing, filmed in his own Malibu backyard (and kitchen and living room).

"That's how he decompresses," says Kevin Feige, the president of Marvel Entertainment. "He decompresses from making a movie by making another movie. Which is pretty sad."

Whedon himself doesn't see much of a leap from adapting Stan Lee to William Shakespeare.

"Marvel comics are so influenced by Shakespeare," Whedon protests on a recent morning in a courtyard outside his second home, his office in Santa Monica. His arguments: Both Marvel and the Bard cranked out stories about heroes, betrayals, and passionate, implausible romances. And Whedon's job as the director is the same for both films. Bringing the Incredible Hulk to life is just like resurrecting Hamlet: Fans already know the character — they want to see a personal twist. "That's the fun of taking a sacred text — do I have anything to offer? I'm here trying to figure out why Ursula is in this scene the same way I'm trying to figure out why Hawkeye is in this fight — you want everybody to shine," Whedon says. "That's sort of what all of my stuff is about: Every character gets to stand up and say, 'I'm here, I exist, I matter, here's why.' "

Spun that way, the challenges — if not the costs — of his two movies are parallel. Like the adventures of Captain America and Iron Man, Much Ado is an ensemble piece with grandiose ideas of duty, brotherhood, and honor. Can the wicked Don John (Sean Maher) convince Claudio (Fran Kranz) that his fiancée, Hero (Jillian Morgese, an Avengers extra Whedon cast from a Skype audition), is unfaithful? Will Benedick (Denisof) duel his best friend at the behest of his lady love, Beatrice (Acker)? And why should virginity be a woman's greatest virtue?

Though Much Ado is seen as one of Shakespeare's fluffier rom-coms — it does, after all, end in a double wedding — when Whedon re-read it with a director's eye, he was struck by its twisted potential. "It's like I'd never read it before," he says. " 'Oh! This is dark and weird and manipulative and kind of uncool — I love it!' " Capitalizing on its unusual-for-1599 erotic frankness, Whedon decided to open the film with a furtive one-night stand ("They have always happened throughout the history of men and women, and sometimes men and men") and recast the male role of Don John's comrade Conrade with Garfunkel and Oates comedian Riki Lindhome. "It made for more sex," Whedon jokes. "Villain sex, which is nice and twisted."

Both Whedon and Shakespeare have been notable in their times for writing well-rounded female characters. (Which, depressingly, implies that in 400 years of fiction, well-rounded female characters are still a novelty.) Whedon insists he adapted Much Ado because it was "less pressure" than Hamlet. But this supposedly lesser comedy also contains Shakespeare's harshest attack on sexism.

"Much Ado is the one where he just laid it on the line," Whedon explains. Not only is the sharp-tongued but sympathetic Beatrice smarter than every man in the play, she gives a wrenching speech in which she laments that gender prevents her from exacting vengeance on the men who slandered her cousin. "O God, that I were a man! I would eat his heart in the marketplace," Acker's Beatrice growls, and her beau has no choice but to pledge to do the violence that she cannot. "That fucking scene!" Whedon grins. "It's just so bold and ballsy!"

Whedon isn't the first Marvel director to straddle superheroes and Shakespeare. Before he shot Thor, Kenneth Branagh made Henry V, Hamlet, and even, yes, his own version of Much Ado About Nothing. In Thor, you can hear it. When star Chris Hemsworth cries, "This mortal form has grown weak," he could be wielding a hammer or a copy of Coriolanus.

"Basically, Branagh was doing Shakespearean drama with Loki," Whedon says, "and then I got to make fun of it by having Tony Stark call it 'Shakespeare in the Park.' " Yet Whedon's Much Ado remains unique, if for no other reason than his timing. Who else would go from making the top-grossing movie of 2012 — more than $1.5 billion and counting — to shooting an entire feature for less than The Avengers' catering budget?

Unlike Branagh, Whedon is no actor. His sole Shakespearean stage experience was in college, where he performed both parts in a scene between Othello's Rodrigo and Iago. (He was supposed to have a partner but claims he was too young and shy to make friends.) Later, Whedon hosted casual readings at his house, so when he called up his old buddies after his homecoming party and asked if they'd come by for a bit of Much Ado, a few didn't realize they'd agreed to a movie until they arrived. As for the friends he didn't call, a few called him. "They were like, 'What up?' and I was like, 'Well, the leads were already cast, and you're too big to play Second Watchman.' "

Alas, they missed an extended party that won't stop until Much Ado is released June 7. The film was shot with mostly natural lighting, so when the sun set, Whedon called a wrap. The cast would pour drinks, jump in the pool, and even dance if the morning's call time wasn't too crazy. His home became a Hollywood summer camp. Some nights, he'd sit down to a quiet dinner with his wife and two kids, and a camera operator would walk through the room. "We had no idea they were still in the house," he shrugs.

When Much Ado got accepted to South by Southwest, Whedon kept the good times going. Some of the cast couldn't afford a plane ticket to Austin, so he rented a tour bus, christened it "Bus Ado About Nothing," and invited everyone to pile in for the 20-hour drive. They spent it mooning cars, watching Cabin in the Woods, and shooting six-second Vines of themselves dancing the Harlem Shake-speare. "It was a lot more fun than doing press for Avengers," Whedon says. So why not rent a tour bus to take the superstars of Avengers 2 on their 2015 publicity tour? "They're lovely people," he laughs, "but I don't think that's going to fly."

Like a man suddenly remembering what's paying the mortgage on his Much Ado set — rumor has it his next Marvel payday is $100 million, which he denies — Whedon doubles back with a smile. "Right now, I've got my secret passion project, and it's Avengers. Well, it's a secret that it's my passion project," he insists. "People go, 'But what are you really interested in?' like that's my day job. But they don't understand that I have the world's greatest day job."

Whedon comes off as frank about his success. He's a third-generation Hollywood writer — his father wrote for The Golden Girls, and his grandfather for The Donna Reed Show. A creative career was as natural as taking over the family grocery store. Still, for humility's sake, he laments that he "feels like a failure" because he can't play an instrument, throw a ball, or draw.

(He also won't take the bait when asked if his Much Ado can make Shakespeare "cool." "Yeah, yeah, and can you make Beethoven melodic, you arrogant prick?")

Year by year, Whedon is reclaiming one of art's dirtiest words: populism. "I find it personally interesting that all of my favorite artists, almost without exception, were popular in their lifetimes: Shakespeare, Dickens, John Singer Sargent, Sondheim," Whedon says. If Shakespeare were writing today, he wouldn't be suffering off-off-off-Broadway; he'd be on HBO. "He'd be making something sexy and strange," Whedon speculates, "and he'd be seeing it through."

In turn, Whedon hopes his own work will live on as Shakespeare's has. Not that he fantasizes about an auteur in 2413 discovering new subtexts in Firefly. He'd be happy being one voice among many declaring their dreams for mankind. "To have created something that may not be remembered, but pushed the boulder of human decency forward just a tiny bit," Whedon beams, "that would mean more to me than somebody on a rocket ship circling Saturn staging episode three of Buffy."

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