Kent Osborne in "Uncle Kent 2"

It started out all so innocently for Kent Osborne. After letting Joe Swanberg into his life in 2011 for the comedy “Uncle Kent,” drawing on real biographical details such as Osborne’s career in animation to tell the story of a L.A.-based pothead who fumbles his way into a relationship with a New York-based journalist (Jennifer Prediger), Osborne had entertained the idea of a follow-up, primarily because so few had seen the first and even less would fancy a sequel.

“It was kind of a running joke for a couple years where I was like, “We’re gonna make a sequel!” and everyone laughed,” said Osborne, triumphant the day after the premiere of “Uncle Kent 2” at SXSW. “I have a friend, Gareth [Upton], who [became] one of the producers, who was like, ‘You really should do a sequel, I’d go see it,” so I started writing a sequel idea that all took place on a train called ‘On The Right Track.’”

And yet “Uncle Kent 2” ended up oh so wrong in all the best ways. While the character study made by Swanberg was a more genteel affair, Osborne formed an unholy union with “The Catechism Cataclysm” writer/director Todd Rohal that changes up the tone considerably when Kent in the movie becomes plagued with dreams of the apocalypse and a continuing ringing in his ears of the Swing Out Sisters’ one hit “Breakout,” which when coupled with his growing interest in singularity, beg the question of whether he’s losing his mind or is the end of the world really afoot. (If the events that unfold in the film’s third act, which resembles the opening sequence of “This is the End” with its cameos, were real, it would end at least the festival circuit as we know it.) A visit to Comic-Con after a much-needed trip to a neurologist (Steve Little) only seems to accelerate things.

The film’s premiere at SXSW, where it picked up an audience award in the Visions section, was a homecoming of sorts for the two filmmakers, who first met at the festival in 2001 when Rohal and Osborne both had shorts playing at the Drafthouse. Armed with their own distinct comic sensibilities, it’s unusual to see the two join forces, particularly on a project as obscure as this one, but then again, that’s why it makes perfect sense and while they were basking in the glow of pulling off what feels like the ultimate prank on the filmmaking orbit they’re a part of, somehow sneaking in a strange, poignant rumination about mortality along the way, they spoke about how the film came together, filming scripted scenes in the wild of Comic-Con in San Diego as it was happening last July, and keeping people guessing.

How did you crack this?

Kent Osborne: There were a couple different versions of the story, but it was always, “Are we really going to do this?” At a certain point, I got introduced to these guys who said, “We can raise some money, and you should really make it. We’re gonna be at Comic-Con, and we could film you there.” At that point, I called Todd [because] a year earlier I had joked [to him] about a sequel. Then I was like, “Hey! Do you want to direct “Uncle Kent 2′?” ‎Todd was like, “Yes, sure I’ll do that.” Then I was like, “Oh! I had a big pitch I was gonna do,” but I’m happy it was pretty effortless.

Todd Rohal: I remember Kent had this great idea of him on a train through the whole thing and he was in one of those sleeper cars masturbating. Then they pulled into a station and there’s a family standing there.

Kent Osborne: Based on a true story. [laughs]

Todd Rohal: Then he sent me an e-mail, a year later. “You’ve got to do that scene.”

Is it easy to go incognito in Comic-Con? With all the cameras out, it would seem easy, but Kent is actually acting on the panel, which you can tell was a real event unaffiliated with the film, and does an eye-roll.

Kent Osborne: I’ve done a few panels, so I know how they go and we had to get permission to shoot inside. [Before shooting] I said, “Let’s wait. The first half-hour is us talking and the second part is when they ask questions and sometimes they’ll put the camera on the people asking the questions, so let’s try and time it so when the people are [up at the mic], that’s when I’ll do my acting.” We got Lyndsay [Hailey] in there in the cabbage costume. There was a seat that was perfect and we asked this girl if we could switch seats. We did [the shot of the eye-roll] a few times. We wanted to make sure we had that me noticing her and her waving. It was pretty lucky, but I was stressed out about it.

Todd Rohal: It was a worry that they would kick us out of there, but we learned it’s Comic-Con – all these people have been beaten up or they all have very strong insecurities, so they’d be like, “Are you lost, sir? You need a badge.” We’d be like, “Oh, no. We’re fine,” literally kind of bullying. [laughs]

Kent Osborne: Yeah, Lyndsay was in this costume and everyone is in costume. But we didn’t want to be obnoxious and ruin the panel for anyone. I didn’t want to make it about me since I’m there with a bunch of other people, but I think it worked out great.

I still can’t get the film’s opening sequence with Kent’s jiggling bosoms out of my head. How did that come about?

Kent Osborne: We shot all the San Diego stuff in July before we shot the rest of the movie, so we were sitting in a hotel room with Nate, the [director of photography]. We were sharing a hotel room and I would walk around in my underwear a lot. We were playing the Paul Simon song, “You Can Call Me Al” and Todd is filming me with his phone. I pretended that I didn’t know he was filming me and when he caught me, I was like, “Todd!” It was actually a joke based on when Todd stayed with me once and he kept pretending he was singing to Swing Out Sister. He would wait for me to come in the room and he’d be working on his computer, singing, and he would look like he got caught, so I was kind of doing it back at him. But he made this little video of me just dancing and then he was sending it to people. At one point, I’m like, “I want to make a YouTube video” and I was thinking, I notice when I shake a salad because I can feel my boobs jiggling and I’m always glad I have a shirt on.” But then I thought I should do that for the opening and Todd really got into it.

Todd Rohal: Yeah, it was that memory of running down the stairs at one point in my life and feeling my boobs shake and thinking, “I’m fat.” We all can identify.

Kent Osborne: My boobs got sore that night. We filmed so much. At first, I was like, “I could do this for hours.” Then after 20 minutes, I was like, “How long is this going to go on? Do we have enough footage?”

What’s interesting about what Todd said just there is that there is this real, underlying emotional current in this film as crazy and off-kilter as it gets and it does play into some of the ideas Todd’s films have had in the past about mortality, as Kent becomes interested in singularity. Even though it was conceived somewhat as a goof, how serious did you want to get?

Kent Osborne: I like the idiom of switching when you’re making anything — that you can do something really funny, then have it switch gears, just to play with expectations. We switched gears multiple times just to see what we could get away with. We shot a couple of things we didn’t use because they didn’t fit.

Todd Rohal: It’s like having an idea of this fun montage of [Kent and Lyndsay’s characters] having a good time [in San Diego] and this biker comes by and smashes his head in the sidewalk [in a very discordant, grotesque manner]. To me, that’s so much fun to get that edge and to keep people on their toes.

Kent Osborne: That was all Todd. The montage [was written as] “they have a fun night.” They go to a Padres game, they go to Sea World, they go walk on the beach and I asked Todd, “Can you add whatever you want?” He said, “They witness a horrific bike accident.” I laughed so hard. I wasn’t expecting that. That was great.

Todd Rohal: We were talking about all the anxiety of all this stuff, [and I thought of] Damon Packard’s movie “Reflections of Evil.” It made me never want to move to Los Angeles because it was this movie about this intense anxiety there. I felt that really captured all these kinds of things — people just smash their heads in the sidewalk and people’s heads are being disfigured — so that was a big inspiration for me. If we make a movie about anxiety, it’s like the keystone movie of what going crazy might be like.

What was the premiere less anxiety-inducing by comparison?

Kent Osborne: It was fine. It’s always surreal. By this time, you’ve seen it a few times, so you’re familiar with it. But last night was weird because I went in and I sat next to a guy and he realized that I was sitting next to him. You could tell he was like, “Ohhh, my god. I don’t want to sit next to someone who made the movie.”

Especially since you’re the main character. Do you have strange encounters after you make a movie like this, where you’re front and center and you’re playing yourself?

Kent Osborne: No, not really. And it’s pretty close to me. I’m not doing a character too much, but the things that happen are fictionalized.

Todd Rohal: But Kent’s performance does change as we were traveling through it. We shot on this big stage where they shoot TV shows for the hotel lobby [for the film’s climax] and as we got into those parts where it was less like the shooting in his apartment with the simple camera [set-ups] into a bigger environment, the performance changed to fit the type of movie it’s supposed to be. It’s really intense. [Kent] turns into this hero character trying to save everybody. He’s much more together and collected, but in the beginning he’s a kid lounging in his underwear. It takes these great, subtle shifts, but [Kent’s] not really himself at the end of the movie.

Kent Osborne: It was good we had a pretty friendly crowd [at the premiere]. People seemed to like it and we had a lot of friends there too.

Todd Rohal: Yeah, it was great. There were points during the movie where I was reacting as if I didn’t have anything to do with the movie. When Marion disappears I was like, I caught myself like, “What’s going to-?” It seems like that’s a good sign.

“Uncle Kent 2” does not yet have U.S. distribution. It will play at the Wisconsin Film Festival with Rohal and producer Mel Eslyn in attendance on April 14th.