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**_Good first hour; dull close_** To raise funds, several film students & their teacher in SoCal hold a one-night horror marathon at an old theater set to be demolished. Unfortunately for them, a supposedly dead filmmaker who doesn’t like criticism is apparently in attendance. "Popcorn” (1991) has everything going for it, highlighted by the old downtown theater, a plot that meshes “Phantom of the Opera” with “The Abominable Dr. Phibes,” a colorful tone and an homage to William Castle. The latter was known for creating gimmicks to draw people to his low-budget B movies (e.g. “The Tingler”) at a time when television tempted people to stay home. I particularly enjoyed the setting of the aged theater since I used to work at one in downtown for seven years. Alan Ormsby directed the fake old movies in B&W, such as “Mosquito” and “The Amazing electrified Man,” and did a convincing job, not to mention amusing, but he was so detail-oriented that he was replaced by Mark Herrier for the main story. The female cast is quite good with Jill Schoelen (Maggie), Ivette Soler (Joanie), Suzanne Hunt (Dr. Latimer), Kelly Jo Minter (Cheryl), Freddie Marie Simpson (Tina), Karen Witter (Joy) and Dee Wallace (Suzanne). Regrettably, Herrier & team didn’t seem to know how to shoot women (not talkin’ ’bout nudity or sleaze). Amy O'Neill originally played the character played by Jill Schoelen, but was replaced after three weeks of shooting. As a result, Jill didn’t have much interaction with the rest of the cast since many of her scenes were simple reshoots. Surprisingly, the flick started to put me to sleep after the first hour when the story became unnecessarily convoluted, which might explain why “Popcorn” flopped at the box office. Still, there’s enough good here for those interested and explains why it eventually become a cult thang. For a superior movie of this ilk, check out “StageFright” (1987) or even "Curtains" (1983). Going back to an earlier era, there’s Christopher Lee’s well-done (and unjustly obscure) "Theatre of Death" (1967). The film runs 1 hour, 31 minutes, and was mostly shot at The Ward Theatre in Kingston, Jamaica (of all places), with pick-up shots done in Toronto. GRADE: C+