Joss Whedon took a break from the 'Avengers' movie universe to film a slight modernization of William Shakespeare's 'Much Ado About Nothing.' A group of his friends and familiar faces from the Whedon-verse hang out at the director's house for a week and make an indie film -- the results border on the self-indulgent while blissfully eschewing pretension.

Whedon is known best for his geek-friendly properties ('Buffy the Vampire Slayer,' 'Firefly,' 'The Avengers'), but in 'Much Ado About Nothing' it seems the writer and director has taken a hint from his fellow Marvel movie director and noted Shakespeare aficionado Kenneth Branagh by adapting one of the very Shakespeare plays Branagh directed himself. In 'Much Ado,' Whedon goes low-key with his take on the classic tale of two sets of lovers: Claudio, who is set to wed the beautiful young Hero, and Benedick and Beatrice, two bickering, cynical souls who fight their own love for one another. There's much ado about scheming, as Claudio and Hero conspire to trick Benedick and Beatrice into admitting their feelings for one another, while Claudio's brother and his troublesome friends set about tricking Claudio into believing that Hero is not the virtuous woman she appears to be.

'Much Ado About Nothing' is filmed entirely in black and white, and while one could argue Whedon's intention was to de-saturate the visuals to enhance focus on the dialogue (an understandable explanation), the end result reads much like a student film project -- cheap. But quibbles with the film's visual style quickly dissipate as we settle into the microcosm Whedon has -- once again -- proven deft at creating. The same keen eye and ear Whedon use to create his characters and the worlds in which they exist on television are equally skilled in the typically stuffy world of Shakespeare. It takes a few moments to settle in to the dialogue, which has not been altered for the sake of modern audiences (much like Baz Luhrmann's 'Romeo + Juliet') but Whedon makes the transition feel comfortable and easy.

But unlike Luhrmann, Whedon isn't interested in overtly updating the setting -- there's no glaring use of cell phones, and while technology and cars are present, they are hardly a distraction. Whedon is more interested in letting his actors' mannerisms inform this adaptation. Clark Gregg, Alexis Denisof, Amy Acker, Fran Kranz, Nathan Fillion, and newcomer Jillian Morgese are all acutely aware of the way their movements play to the audience. Denisof and Acker in particular provide fantastic moments of phsyical comedy in their roles as bickering love interests. The biggest takeaway here is the way physicality and mannerisms can say as much about a film's setting in time as landmarks, clothing, and technology can.

Though the actors provide excellent personal accouterments to their roles, Whedon also deserves credit for the way he creatively sets scenes -- a moment with Fran Kranz's Claudio that reads as stone-cold serious, desolate, and perhaps too flat on the page, comes to life when he's placed in a swimming pool with a martini glass and a snorkel. Likewise, Whedon uses elements like a child's bedroom or having Denisof exercise on the lawn to add comedy to scenes that might otherwise seem too talky or exhaustive. He knows how to keep the attention of the viewer in every scene, and these little investments pay off big during the drama of the third act -- Whedon has won his audience over and earned their affection and interest in these characters and their story.

'Much Ado About Nothing' is a sweet surprise of a film from Whedon and a nice palate-cleanser between 'The Avengers' and its upcoming sequel. It never manages to move beyond being a cute, simple Shakespeare adaptation into the realm of anything truly great, but it doesn't feel as though Whedon was striving for much more than a good time to begin with -- and that's more than okay.

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'Much Ado About Nothing' opens in limited release on June 21.

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