Wormtooth Nation is an ambitious sci-fi reimagining of Shakespeare's A Midsummer Night's Dream. Created as a student project at Maharishi University of Management in Iowa, the film is set in an underground city where an armed rebellion is underway. It's an intriguing, visually dynamic addition to the "Steampunk" subgenre of fantasy fiction, which often features steam-powered technology and speculative stories about the future. Director Geoff Boothby wrote the nine-episode Web series with his cinematographer, Cullen Thomas. The series is available on Openfilm, and a feature-length cut has been released on DVD. In this e-mail interview, Boothby discusses Wormtooth Nation, shooting on a $4,000 budget in the Midwest, and his job working for cult filmmaker David Lynch.

Q: How did you and Cullen start working together?

A: We both grew up in Fairfield, Iowa, and went to the same school, so we've known each other for awhile. But we first worked together on a short film in college called We Are Theo in 2007. (You can watch it here.)

Q: Talk about the writing process. Do the two of you sit in a room together or do you work separately?

A: A combination of both, actually. For this film we sat together, and brainstormed, and created a detailed outline for the script over a number of months. Then I took the outline and wrote the first draft of the script. Which was hard. No matter how much you like writing, actually getting yourself to sit down and do it is one of the most difficult things in the world. But I forced myself to do it, and I wrote 90% of it in two days. Then I handed it over to Cully, he added the two flashback episodes, and also cleaned and revised the whole thing on his own for all subsequent drafts (with my feedback).

Ironically enough, we originally had only one flashback episode (#4), but we wanted to try to push the film length to 90 minutes so it would be considered a feature by all standards. So Cully wrote Episode 6: The Theory of Serias to flesh out the length a little, and it actually ended up being many people's favorite episode.

Once we had a fairly finished script, we sent it to a bunch of people for feedback - which was possibly the most useful part of the whole process, because it helps give you an idea of how people will react to the finished piece.

Q: What films and works of fiction were you thinking of when you started writing Wormtooth Nation? Were you and Cullen already into A Midsummer Night's Dream?

A: I was inspired by Blade Runner, Delicatessen, and the Manga BLAME!, among others.

Cully was influenced by [Joss Whedon's television series] "Firefly" mainly, but also by abstract modern graffiti art and stencil art in coming up with images for the film.

I am heavily influenced by music, and for this project I was listening to the Akira soundtrack by Shoji Yamashiro a whole lot while writing and shooting.

One of the things that really inspired me early on was the idea of shooting completely in interiors. I thought, "Independent sci-fi is pretty bad. But if we create this world in mostly darkness, shot entirely inside, we will have so much control that I think we can make it good." And that idea really stuck with me.

Cully and I were both in a production of A Midsummer Night's Dream when we were in high school - him as Snug the Joiner, me as Puck - and it's a personal favorite of ours, so making a Steampunk version was kind of an obvious choice.

Q: The movie puts a lot of faith in the viewer to pick up on character histories and back stories. Was there a lot of discussion about how to keep the audience from getting lost?

A: Yes. This is the longest project I have done to date, 85 minutes - the next longest being We Are Theo at 20 minutes - so my instinct when writing has always been to simplify. (I'm used to short films). I had a hard time being comfortable with the complexity, but Cully (who has more long-form writing experience) assured me it would be fine. Also, we both prefer not to underestimate our audience, and to create a story that could be watched more than once and still present new things.

Q: How were you able to create the illusion of an underground city while shooting on a shoestring budget in the middle of Iowa? Where were you shooting exactly?

A: Wormtooth Nation could have been filmed in any city or town in any state - with enough bargaining. Locations like the ones we found exist everywhere. But that doesn't mean it was easy - Cully was our locations manager, and I think it was the hardest job he did (and he did a good job). We filmed in friends' basements, boiler rooms, a machine refurbishing factory, a water processing plant, a water tower, and an old armory building (about 80% was filmed in the armory), among others.

But I think the lighting and soundscapes went a long way towards creating the underground feel as well.

In terms of doing it all on such a small budget - being a student film helps, people are willing to give you things for free if you are a student film - but the biggest thing is having a lot of friends and a story that will inspire them. Our strongest tool was our script. When people read it they wanted to be part of it and they didn't care if they were getting paid.

Q: The cast of the film is amazing. How did you assemble so many great performers in Fairfield, which has a population of less than 10,000?

A: Fairfield is somewhat of an oasis in the Midwest. There are a lot of families that have moved here from the coasts, and consequently there is a surprising amount of culture, including a very strong theater scene. I am an actor, so many of my friends are actors. Basically everyone in Wormtooth Nation is a friend of ours (which is the only way to do it when you aren't paying anyone and making them shoot in freezing cold basements all winter), but I still held auditions.

Q: What's on the Wormtooth Nation DVD? Also, who did the cover art? It looks fantastic.

A: The DVD has the feature version of Wormtooth, an Outtakes Reel, a Featurette on the premiere in Fairfield, and two commentaries on the film - one from Cully and I, and one from David J. Murphy (composer), Donald Revolinski (assistant producer) and Paul Morehead (production artist). Paul is the one who did the DVD art, as well as the rest of the art in the film - propaganda posters, logo, and night-sky scapes. He is an animator who went to high school with Cully and I.

Q: The movie started its life as a Web series on theskyisfree.com. What do you think the future holds for independent filmmakers working in online series?

A: I think that Web serials are one of the most exciting ways to go for filmmaking right now. There is a massive potential audience right at our fingertips. The only tricks are to get that audience to actually watch our work, and to monetize.

David Lynch

But one of the most exciting things about it for me is that we don't have to move to L.A. or New York to make films. We can live wherever we want and still have the ability to reach an audience, and make good work. It is really hard to do it in the big cities - it's expensive and there is a lot of competition. In smaller towns it's comparatively very easy - for very small-budget indies, that is.

Q: Both you and Cullen are working on a project called David Lynch Foundation Television. What's it like working for one of the coolest men on the planet?

A: Haha, it's awesome. We work from Iowa, and get to speak with David a couple times a month. It is definitely an interesting experience pitching ideas to someone like him. You know right away if your idea is good or bad, and sometimes if he gives you an idea it takes days for you to realize how genius it is. He really works from a different level.

But it is a fun job, and I think the site will be a cool place when it launches.

Q: What's next for you guys?

A: Since we are full time with DLF.TV, most of our video projects are through them, but I have a few ideas in the works and I know Cully does, too. For now we are working on them separately, and once things get going it's possible we will start working together on one of them. But, I can definitely tell you we are both interested in continuing to utilize Web series as a medium, so you can definitely expect more from each of us in that area.