Jim Wynorski. It's a name any fan of B-movies should be familiar with, even if they're never actually watched one of the (at the time of this writing) seventy-nine films he's credited with directing. Known for making them cheap and quick, Jim decides that he wants to film his next effort, The Witches of Breastwick, in three days. It's something he's never done before and documentarian Clay Westervelt is along for the ride.

Popatopolis is so named due to both Wynorski using the pseudonym Tom Popatopolous and his penchant for proclaiming "Let's pop some tops!" on set right before shooting nude scenes. It starts off with a condensed look at his past career with brief interviews with such B-movie luminaries as Roger Corman, Andy Sidaris, Tom Savini, and more. And it's obvious from the beginning that Wynorski really doesn't want anything to do with the whole thing as we see him proclaiming to someone during a phone call how much he hates being followed around by Westervelt and his crew and that he thinks they're just in it for a quick buck that they'll probably not make.

Before we head off to the remote cabin they're filming the movie at, we get a quick tour of Wynorski's house which proves he's an even bigger film nerd than I am as even his kitchen cupboards are stuffed full of VHS tapes and movie-themed books. He also gives us a quick tour of all the movie posters from his productions hanging on the walls which is a lot of fun to see - and lets us hear him off-handedly say that he hates former "Charlie's Angels" co-star Tanya Roberts who appeared in his erotic thriller Sins of Desire. It helps establish his love of cinema, which is all but forgotten about once he gets on set and starts barking at his cast and three-man crew.

The remainder of Popatopolis follows the hectic three day shoot, giving us a look at how Jim works with his actors (hint: not that well) and overcomes problems like not having the proper look for a scene lit by fire and using flashlights to achieve the effect, but at its core Westervelt has fashioned a message that I have to agree with: the b-movie is a dead art form. This theory is fully supported by co-star and Jim's close friend, Julie K. Smith who tells us she thinks our beloved cult director has just settled on making these junky, no-budget softcore films because the market for true b-movies has simply dried up. And you can see it in Wynorski's face at times too. It's actually almost a sad portrait of modern day filmmaking where someone who has proven they can deliver consistently entertaining, and smaller budgeted, products has been pushed aside with nowhere to go but down.

This isn't to say that this is a depressing documentary. Far from it. There's a lot of amusing anecdotes on hand (and an explanation of staging sex scenes that involves cut-off socks), a lot of good-natured ribbing and on-set goofing off, and a ton of intelligent insight into the b-movie business from actresses you almost wouldn't expect it from judging from their resumes. In particular Julie Strain (Sorceress, Heavy Metal 2000) and Smith offer up a lot of stories and outlook on the subject and it's quite surprising to see just how serious Smith takes her performance on the film considering she spends most of it naked and simulating sex.

If you've grown tired of all the uninspired and boring featurettes littering your DVD collection then Popatopolis is for you. If you have any sort of interest in how low-budget films are made, or on the home video boom of the 80's and 90's, you're sure to find something of interest here. Westervelt never treats his subject with disrespect, or steps in to sugar-coat things, and gives us a unfiltered look at how much of a struggle making this kind of film is in today's moviemaking environment.

To prove our love for Wynorski check out our list of Top Five Unsung Low-Budget Directors and be sure to visit the official Popatopolis website. (Chris Hartley, 11/25/09)

Directed By: Clay Westervelt.
Written By: Clay Westervelt.

Featuring: Jim Wynorski, Julie K. Smith, Joe Souza, Monique Parent.