The Quintessential Midnight Movie You Almost Can’t See, ‘Popcorn’ (1991) Is Why Streaming Feels Scary

On Friday nights, IndieWire After Dark takes a feature-length beat to honor fringe cinema in the streaming age.

In October 2024, we’re doing the Midnight Movie Monster Mash with films that challenge our understanding of evil characters and creatures just in time for Halloween.

First, read the spoiler-free BAIT: a weird and wonderful pick from any time in film. Then, come back for the BITE: a breakdown of all the spoiler-y bits you’d want to unpack when exiting a theater.

There comes a time in every internet writer’s life when they must make the dreaded Public Apology. For me, this is that day, and to my beloved After Dark loyalists, I am sorry. You’ll have to excuse me for not crying on camera, but the tragedy of the truth is simply too much to bear: “Popcorn” is unavailable to stream.

As charming as it is absurd, this 1991 cult classic was on Shudder in the spring, and when I programmed After Dark’s Monster Mash series for October, I was absolutely certain it was available on VOD. Maybe it was streaming somewhere when I made my selections last month and it got removed between now and then? Or maybe I got overly excited just thinking about my favorite American meta-slasher (shot entirely in Jamaica!) and I made a mistake? Neither is a satisfying explanation, and I won’t condescend by using either an excuse. What a mess. What a bonehead move! Cancel me today.

Still, in the spirit of good old-fashioned PR spin, I’ll carry on and wax poetic about this shaggily excellent fringe film — WHICH YOU CAN TECHNICALLY FIND *WINK* — and the editorial jump-scare I gave myself anyway. “Popcorn” is worth watching in 2024, especially on Friday night the weekend before Halloween. And maybe just maybe, it will be more rewarding for those who endure the process of finding a way to view it while navigating the depth of its niche.  

IndieWire After Dark was created last year as a means of memorializing the genre movies routinely lost to streaming. This might be the conspiracy theorist in me talking, but media rereleases exist for a reason and when “Popcorn” came to Blu-ray in 2017, there was a reason so many genre lovers rejoiced. Directed by Mark Herrier and an uncredited Alan Ormsby (more on that later), this ode to midnight movie culture follows screenwriting student and final girl Maggie Butler (Jill Schoelen) as she and her friends put on an all-night horror-thon and film department fundraiser in a condemned movie theater. It’s a movie worth paying out the nose, either by buying tickets to see it in a theater or owning its physical release.

“Popcorn” (1991)Everett Collection / Everett Collection

For years, Jill has been plagued with strange dreams about a little girl, a menacing man, and a swirling blue vortex of smoke and fire. She’s not getting much sleep — hey, girl, tell it to Nancy — but has plans to use her dreams as inspiration for a first feature film.

“I wonder if Orson Welles dreamed ‘Citizen Kane’ first,” Jill wonders aloud over breakfast to her mother, Suzanne (Dee Wallace)… whose patience for bullshit is hard to overstate.

Jill’s classmates are at times even more insufferable, but you’ll certainly find something to love about Toby (Tom Villard), Mark (Derek Rydall), Bud (Malcolm Danare), Cheryl (Kelly Jo Minter), Joanie (Ivette Soler), Tina (Freddie Marie Simpson), Leon (Elliot Hurst), and their professor Mr. Davis (Tony Roberts). When the gonzo cinephiles start preparing for their festival, an interminably catchy reggae tune titled “Saturday Night at the Movies” wafts over an iconic makeover sequence about the joys of setting up a screening. You can be certain: You’ll remember the song and the scene for years to come.

Every great midnight movie-going event needs a gimmick, but this one-time engagement at the doomed Dreamland Theater has three. The film students’ spooky series sets up several films with a film: “The Attack of the Amazing Electrified Man,” “Mosquito,” and “The Stench.” We learn that each premiered in theaters with a different goofy gag — think smell-o-vision, 3D glasses, and electric buzzers hidden in seats — and the class will resurrect them to give their festival an edge. TV legend Ray Walston appears as the delightfully wacky Dr M. to shepherd the event’s success. The local cinephile looks to teach the students how “to turn those withered turkeys into a memorable movie-going feast,” but it isn’t long before a sinister force turns these bad B-movies literally lethal.

Elliott Hurst in “Popcorn” (1991) Studio Three Film Corp./ Courtesy: Everett Collection.

With a strong cast of suspects and some ludicrous mosquito animatronics waiting in the wings, “Popcorn” combines whodunit, creature feature, supernatural freak show, and more to celebrate genre in a uniquely silly and stylish way. The movie is imperfect as a matter of tone and pacing, and given its troubled production history, that makes sense. Still, the story by Mitchell Smith, the screenplay by Tod Hackett, and the ridiculous final product that ultimately got made are worthy of revisiting. That’s especially true for the types of nerds who will bother to seek it out despite my own frustrating flub.

Best enjoyed with a salty snack, this special After Dark screening of “Popcorn” reminds us that even in the absence of availability, how we watch something can oftentimes bond as much as the thing itself. Sit back, kick back, and (assuming 100 percent of your own personal risk!) bait the vengeance of the authorities: No one said your initiation into this cult classic would be easy.

“Popcorn” is available to stream on YouTube… technically.

The Bite: An Excuse for Smell-O-Vision — or a Midnight Culture Sniff Test?

Check back in a feature-length… Are you watching “Popcorn”? Somewhere? … Anywhere?

IndieWire After Dark publishes midnight movie recommendations every Friday night at 9:30 p.m. ET. Read more of our deranged suggestions…

• Fran Kranz Reflects on ‘Bloodsucking Bastards’: An Undead ‘Office Space’ Worth Reviving
• Freaky Farmers Take Down Skiers, Swingers, and a Slew of Motorists in the Extra Chunky “Motel Hell”
• “The War of the Gargantuas” Dares to Ask Which Kaiju Monsters Have Souls
• How Ant Timpson and Tim League Made a Midnight Movie Masterclass Using 26 Shorts in “The ABCs of Death” 
• Want an Even Worse “Carrie”? Sean Byrne’s “The Loved Ones” Belongs on Your Dance Card