A group of film students and their instructor in Southern California organize a horror movie marathon at an old theater slated for demolition to raise money. Unbeknownst to them, a supposedly deceased filmmaker who doesn’t appreciate negative reviews is also present. "Popcorn” (1991) seemed to have everything it needed to succeed, including the atmospheric vintage downtown theater setting, a storyline that combines elements of “Phantom of the Opera” and “The Abominable Dr. Phibes,” a vibrant feel, and a nod to William Castle, who was known for creating gimmicks to attract audiences to his low-budget films (like "The Tingler") when television offered an easy alternative. I especially appreciated the theater setting because I spent seven years working at one downtown. Alan Ormsby directed the fake vintage movies in black and white, such as “Mosquito” and “The Amazing Electrified Man,” doing a remarkably convincing and amusing job; however, he was replaced by Mark Herrier to handle the main narrative. The female actors are quite talented, including 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). Unfortunately, Herrier and his team didn’t appear to know how to film women—and I'm not referring to nudity or anything like that. Amy O'Neill initially portrayed the character played by Jill Schoelen, but was later replaced after three weeks of filming. Consequently, Jill had limited interaction with the other performers because many of her scenes involved reshoots. Unexpectedly, the movie began to bore me around the first hour mark as the plot became needlessly complicated, which may explain why “Popcorn” performed poorly in theaters. Nevertheless, there’s enough worthwhile material here for those interested, and it's why the film eventually gained a cult following. If you are looking for something better along these lines, consider "StageFright" (1987) or even "Curtains" (1983). Looking back further in time, Christopher Lee’s well-made (and unfairly obscure) “Theatre of Death” (1967) is also worth a look. The film has a running time of 1 hour and 31 minutes and was primarily filmed at The Ward Theatre in Kingston, Jamaica—of all places—with additional footage shot in Toronto. GRADE: C+

Source on TMDB