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Jim Wynorski was the first to cast Traci Lords in mainstream cinema. He directed Heather Locklear in Return of Swamp Thing. He discovered Jennifer Love Hewitt. Now, the man behind The Bare Wench Project and The Devil Wears Nada has a new challenge: filming a movie in THREE DAYS.

He has a successful formula (A Big Chase, and A Big Chest) and a catchy title (The Witches of Breastwick). Now he just needs to cut the schedule, the crew, the makeup, and the food so he can focus on the only special effects he can really afford: the buxom assets of Julie K. Smith, Monique Parent, and Stormy Daniels.

Humorous and insightful, this award-winning documentary peeks into the top-popping world of B-movies before they disappear from our shelves forever.

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Production Stills

Notable images from the documentary, Popatopolis. Click on an image to see a larger photo.

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Crew Biographies

Director - Clay Westervelt

After receiving both the Bush and Kodak Awards for Excellence in Cinematography, Clay graduated with a MFA from USC’s School of Cinema-Television, immediately filming pilots for every major network. He established the look of series such as Life of Luxury with Robin Leach (ABC) and Gene Simmons: Family Jewels (A&E).

Clay branched into directing with thursday afternoon, winning additional writing and directing awards while playing on PBS, The Sundance Channel, and in film festivals internationally.

He established Martini Crew Booking as a gear and service provider for television and film productions in 2000. In 2003, Clay formed Imaginaut Entertainment, Inc, and produced the award-winning series Storyline Online, featuring such talents as Elijah Wood, Betty White, James Earl Jones, and Al Gore.

Imaginaut releases its first feature documentary, Popatopolis, this summer, and is in post on a heartwarming doc about a pageant for young disabled girls.

Clay resides in the Silverlake area of Los Angeles with his fiancé, and is now in development on three series pilots while writing two feature screenplays.

Editor - Brooks Larson

Brooks Larson has been cutting footage since the tender age of 12, when he and his friends would shoot and edit using a camcorder and a VCR with a pause button. Over the years, he's assembled a modest family of TV shows/specials (including America's Next Top Model, Destination Truth, Out of Egypt, For Love of Liberty, Deadliest Catch, Raw Nature, The Othersiders, et al) which he is very proud of.

Oh...and that 'making of' Hollowman II thing. But nobody saw that. Although Christian Slater is quite good. At least his voice is. He is, after all, the so-called "Hollowman." On second thought, don't rent it. Featurettes are boring. Just a bunch of actors talking about 'their characters.' I'll bet Christina Slater's mom didn't even watch it. And she's a HUGE fan.

Popatopolis represents the realization of a childhood dream...the dream to work with the mother of the director of Chopping Mall.

Now, he shall retire.

Composer - Lee Sanders

Lee graduated from the USC film scoring program in 1996, where he studied with some of Hollywood’s leading composers: Jerry Goldsmith, Elmer Bernstein, Christopher Young, and others.

From there Lee went on to work on multiple independent features and on the television shows Family Guy (Fox), House of Mouse (Disney / ABC), and Ripley’s Believe It or Not! (TBS).

His big break came in 2001 when he composed the music for the Lord of the Rings website (New Line Cinema) and the score for the Emmy-winning show The Amazing Race, winning BMI Film and Television Awards as well as Best Score for a Reality Television Program from the Film & TV Music Academy.

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Cast List

Andrea Rossotto
Andy Sidaris
Antonia Dorian
Bill Dever
Daniel Fast
Glori-Anne Gilbert
Jim Wynorski
Joe Souza
Julie K. Smith
Julie Strain
Langston Ball
Monique Parent
Paul Coufos
Roger Corman
Steve Goldenberg
Stormy Daniels
Taime Hannum

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Frequently Asked Questions

Compiled from interviews with Osvaldo Neto, Madeline Marr, Hart Baur, and Gail Spencer
Q: What exactly is ‘Popatopolis’?

I'm frequently asked about the title, Popatopolis. The film follows B-Moviemaker Jim Wynorski as he attempts to make a feature film in three days - a nearly impossible feat. With such short shooting schedules, Jim highlights the value of feminine skin in abundance, and prepares for love scenes by inviting actresses to "Pop the top" for some above-the-waist nudity.

Even the most politically-correct of us eventually let a smile emerge when we see the sense of humor with which Jim approaches these scenes - he even accepted the pseudonym on one softcore film of "Tom Popatopolous." This film's about that sense of humor, that state of mind, which plays out over the backdrop of Jim's latest B-Movie endeavor, as he makes... The Witches of Breastwick.

Q: When did you first meet Jim and how was the experience?

I met Jim when I was hired as the cinematographer to do re-shoots on the film, Bad Bizness (starring Traci Bingham of Baywatch), that Jim was hired to come in and save.

I'd heard stories for years about Jim Wynorski - his frenetic pace of 100 setups per day (the Hollywood standard is 20), and his reputation for yelling at actors and crew alike. What I found was a hidden sense of innocence.

Jim would develop a gleam in his eye and exclaim, "This is great!" after completing an otherwise pedestrian shot. He'd remained connected with the sense of wonder and it saddens me to admit that it's something I'd once had but lost after years of working in this profession. Filming BTS of Jim at work was an awakening experience, and I've come to admire him for accessing that magic. He wasn't angry - he was excited.

Q: Who were some B-movie directors you were interested in before Jim Wynorski?

I've always looked up to Roger Corman and wanted to work for him since I first got into filmmaking. He is the consummate professional, always in the office by 7am and always on time. He was so generous with his time in the interview and has been tremendously supportive of the film since then – It was an honor and a pleasure to sit in his office and my admiration only grows.

Q: Is the film a kind of love story to low budget B-movies?

I'm not sure I'd call Popatopolis a love story to B-Movies, but there's certainly a sense of nostalgia for the adolescent innocence and adventure of those films. The doc started as a character sketch of Jim, and as this opinion about the disappearing genre of B-Movies started to unfold through the interviews, I found it particularly poignant.

More than a love for B-movies, I think Popatopolis shows how our world is changing, and how that sense of innocence from the B-movies of the eighties is now very hard to come by - but Jim's held onto it.

Q: Was there ever a 'I can't believe I am seeing this?' moment during the filming?

Unexpected moments were jumping out on an hourly basis! The camera doesn't roll for an entire take... An actress shows to the audition with a photo but no resume, phone number, or pen to write with... A porn star's confusion over having to pretend to have sex on camera... How can you anticipate that?

Q: Did you get the feeling the actresses were venting to you in the interviews?

Absolutely! I've shot a lot of Behind-the-Scenes on big-budget Hollywood films, and I can tell you that this was a refreshing change of pace to hear what the actors are REALLY thinking and feeling when the director calls "Cut!" There's a lot of stress on EVERY film set, and this is a much more realistic portrait of what you'd step into behind that curtain before it's been sanitized for public consumption.

As for Jim’s commentary, he preferred not to speak about himself so much, and declined doing a DVD commentary for the same reason, which I respect. I’ve always been of the opinion that your most accurate portrait is painted not by you but by those around you.

Q: Kind of a love hate with him and his girls, what was it like when the camera was off?

Nobody works with Jim who doesn't like him. There may be some fireworks on set, but its always a great lesson about how forgiving and loving individuals can be, especially when they recognize that everything is done with the best of intentions. People may gripe and complain offset, but I honestly wouldn't have wanted to begin this film if it wasn't a fun and loving atmosphere.

Q: What work was put into Popatopolis since the release of The Witches of Breastwick in 2005?

This is a truly independent film, which was put together on a sub-Wynorski budget, so everything took longer as we’d have to work on it in between paying jobs. And there was a lot of footage to go through: at least 18 tapes on just the BTS of The Witches of Breastwick, several more tapes from shooting pickups on set of The Witches of Breastwick 2, plus all the separate tapes for interviews, many of which never made it into the final edit, but we plan to put them as extras on the DVD.

In order to manage all the footage, I had all the interviews transcribed and then laid out any usable quotes and rearranged them, making a patchwork puzzle of the film over my entire floor. That became the structure, which then Brooks Larson, who is a brilliant editor, began the daunting task of trimming a 4-hour assembly down to a tight 75-minute, fast paced doc, and I’m proud of every minute of it.

Compiled from interviews with Osvaldo Neto, Madeline Marr, Hart Baur, and Gail Spencer

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Featured Films

Here is a list of all the movies that feature in this film:

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Notable Quotes from the POPATOPOLIS

"Here's a lesson for all you stupid, stupid, stupid, stupid chicks in Hollywood... and there's plenty of you."

-- Jim Wynorski (to audience regarding professionalism and showing up on time, with resume and contact information)

"I'll digitally remove the panties."

-- Jim to Julie K. Smith (his solution for the actress's reluctance to do a fully nude scene)

"Ok. Do stuff. Do stuff."

-- Jim's version of "Action!"

"It takes three days to make a really good one."

-- Jim's conclusion after the harrowing three-day production of "Witches of Breastwick"

"I'm not Picasso, I'm more like the guy who paints Elvis on velvet - but I like what I do. I love what I do!"

-- Jim Wynorski on Jim Wynorski

"Jim's style of directing is Gary Coleman meets angry Gandalf."

-- Audio mixer Langston Ball on Jim's enervating directing style

"I want two lights. Lights that light breasts really well." --Jim
"So, softlights?" -- Rental Agent
"Yes." -- Jim

-- Jim on gear packages

"A Big Chase, and A Big Chest."

-- Jim Wynorski's formula for success

"Let's pop some tops!"

-- Jim Wynorski on sensitively preparing for a love scene

"I hate it, I hate it, I HATE IT!"

-- Jim Wynorski carefully adjusting an actor's performance

"Cut cut cut. Joe, I don't want to see your face - I wanna see her face. So let her look to the camera and you - you look at the woods over there."

-- Jim Wynorski finding the perfect framing

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