It’s not an easy sell because the films are bad, really bad. One brings up the poignant fact that why would anybody come to watch them when they can rent them for much less. There lies the kicker as Toby reveals that they can recreate the gimmicks, ala William Castle, of these B-Movies.

They commandeer the old abandoned Dreamland Theater, scheduled for demolition in a few weeks, so we’re treated to a reggae driven musical montage while they clean the place up. 

They turn to Dr. Mynesyne (Ray Walston), an eccentric collector, who loans them the antiquated equipment needed to pull the festival off. He gives them a big pep talk about the showmanship that used to be involved in movie going.

- - - -

A speech that made me wish I were about twenty years older. Yep, if I had a time machine, I wouldn’t go back and watch Moses part the Red Sea, or the signing of the Declaration of Independence. No, I’d go back to the '50s and watch The Tingler in original Percepto.

After a few exhaustive days of work, they are as ready as they can be. On the night before the big show, while packing away the unused equipment, they find an old film can with a small roll of film inside. Without a second thought, they spool it up and take a look at it.

They’re entreated to close-ups of eyeballs and a familiar looking longhaired gent with a penchant for picking his nose and spitting up blood. The man chants that, "He is the possessor and I am possessed." The film bears a strong resemblance to the bad dreams Maggie’s been having. Maggie is so entranced by it that it causes her to pass out.

She awakens, out in the lobby. She asks what's the name of the film. Davis says it was "The Possessor" -- the magnum opus of Lanyard Gates, a guru of a film cult back in the ‘60s. He made avante guard films that the public rejected and ridiculed. Lanyard didn’t like being made fun of, though, so he made Possessor - except for the last scene.

He premiered the film but when it came time for the last scene - he staged it live, killed his wife and daughter, and then set the theater on fire. He’d locked all the theater doors, trapping the audience inside, so they all died with him in the fire.

The night of the film festival finally arrives. 

Ticket buyers are treated to another reggae number while they wait in line. Maggie is stuck in the ticket booth and she’s a little annoyed when Mark shows up with another girl, Joy, the uber-bitch (Karen Witter). 

The first film, The Mosquito, begins and the crowd goes wild. Maggie searches the crowd but can’t spot Lanyard, anywhere. She finds Toby in the projection booth and tells him about her encounter. Toby wants to call the police but Maggie says they’d never believe them. He offers to look around if Maggie will mind the projectors. The only thing Toby manages to do, though, is get himself locked outside.

Mark finds Maggie. He feels bad about two timing on her and wants to apologize. She confesses to what’s she thinks is going on.

The Mosquito reaches the point where the giant bug prop is to be sent out, over the audience, on a wire. Davis works the controls and sends the Mosquito on its merry way. The audience, in turn, pelts it with popcorn. Davis tries to toggle the mosquito back but his controls seem to be malfunctioning. It is revealed that other, more sinister, hands now control the mosquito. It turns and trundles back, off stage, harpooning Davis on its stinger -- just out of the sight of the audience.

Lanyard drags the body away to some secret room where he makes a latex mold of Davis’s face. As The Mosquito ends, Mark doesn’t believe Maggie’s story just as Toby storms back into the projection booth, the victim of a dog attack while trying to get back inside. He kicks them both out and starts the second feature.

Depressed, Maggie returns to the ticket booth. Tina isn’t very happy with her for running off so long, then checks in on the wheel chair bound Bud (Malcolm Danare). He's manning the contraption that buzzes the seats during The Amazing Electrified Man. He sends Tina to find Davis because only he knows how to set it to run automatically. Until then, Bud will have to zap people manually.

The film finally starts to pick up as Maggie plays her recorder in the ticket booth and finds Lanyard’s voice recorded on it. Alas, the proof she needs is destroyed when she accidentally plows into Mark, breaking the recorder and the tape. Together, they set off to find Tina to see who else got into the booth.

Tina finds Lanyard, disguised as Davis, backstage securing the mosquito prop. She tries to get a little extra credit by French kissing him but only winds up with a mouthful of latex. The killer removes the rest of the mask and we get our first look at the murderer’s horribly burned visage as he strangles her.

- - - -

This scene pushes our suspension of disbelief barometer to the limit; as we must except the killer as a master of disguise -- that can also match voices with uncanny accuracy. Hunker down, your S.O.D. will be stretched even further before the film ends.

Maggie deduces that Lanyard must be a master of disguise -- and that maybe Davis was Lanyard all along. Their search leads them to the parking lot where they accidentally lock themselves outside, just like Toby did.

Meanwhile, Bud is having the time of his life, zapping people in rhythm with the film, until Lanyard, disguised as Tina, attacks him. The killer hooks him up to the equipment, turning his wheelchair into an impromptu electric chair. He sets the timer and leaves Bud to die as The Electrified Man reaches its climax. To his credit, Bud almost gets himself unplugged before the timer goes off and he is electrocuted.

Maggie and Mark barely make it back inside when Bud’s untimely execution overloads the fuse box, plunging the theater into darkness. Maggie, Mark and Cheryl (Kelly Jo Minter) head off to find Toby to fix the fuses, while Joannie and Leon (Ivette Soler & Eliot Hurst) round up the reggae band to keep the audience entertained before they riot in the dark.

Maggie gets separated from the others in the dark. She checks in on Bud but finds Lanyard instead. He calls her Sarah, again, and chases her. As she runs, it all comes back to her. She runs into Toby and lets it all spill out. She really is Sarah Gates, Lanyard’s daughter. Suzanne isn’t her mother but her aunt.

She finally has total recall of that fateful night. She watched Lanyard kill her mother and then turn on her. Suzanne rushed on stage and shot him - and as he fell, he knocked over a torch, setting the theater on fire. Suzanne then grabbed Sarah and somehow managed to escape the inferno. Her dreams weren’t dreams at all but repressed memories.

Toby says they should get the police but they’d better get the power back on, first. They head into the basement. Toby disappears into the dark with a thud. Maggie calls for him but he doesn’t answer, so she follows him down. She’s attacked and drug off into the darkness.

- - - -

I’m gonna stop here because frankly, I don’t want to spoil the ending.

Not The End

Despite the aforementioned stretching of the S.O.D. barometer to Herculean limits, I have to list Popcorn as a guilty pleasure.

Think about all the problems you have with simple things like, say, grocery shopping. Sure you have a list, but will you’re cart have a bad wheel? What kind of a gauntlet will you have to run to get to the frozen pizzas? You’ve allotted yourself a set amount of time, and you’re doing good, but all the checkout lines are busy and the one you pick has a lady with about a million coupons and can of peas with no bar code on them.

Is the killer really Lanyard Gates? Or someone else? It’s not that hard to figure out if your paying attention. And frankly, as a killer on the loose film, the body count is pitifully small. Only one more person, aside from the killer, is offed before the end.

There is a decent mystery, that strings you along, but just when it starts to get real interesting, Maggie figures it out way too quickly, and, frankly, the killer is revealed a little too soon.

I seem to be complaining a lot about a film I, allegedly, like. Who'd a thunk it. An Alan Ormsby flick that I actually like.

One of the things that saved Popcorn for me was the short glimpses of the B-Movies shown during the marathon. The film's writers, Mitchell Smith and Todd Hacket, did their homework well on bad cinema.

The Mosquito comes off as the weakest because it’s a little too hokey. It’s a standard giant monster on the loose, where the bug starts with livestock and works it's way up the food chain. There’s a lady scientist, who falls in love with the Armed Forces representative before the monster is blown to kingdom come.

We only get a brief glimpse of The Stench. It appears to be a Japanese film, badly dubbed into English. The film is cut short as the killer cranks up Possessor to recreate the final, fateful, scene.