Most people aren't cineastes. They could care less how the films they go to see in the theater are projected or shot -- as long as they look good. Was Captain America shot on film? Was it recorded on hi-def digital cameras? (Actually, it's a bit of both.) Is it being projected through a 4K, 3-D capable, digital projector that costs as much to fix as a BMW when it's $600 Xenon bulb explodes? Is the movie even being projected well? These are generally not the questions that cross people's minds even as they plunk down ever increasing sums to go to the theater and catch the latest summer blockbuster.

But film, the medium upon which movies have been shot for over 100 years, with its warm imperfections and dreamlike richness -- as opposed to digital's cold precision -- is dying out.

Due to the blitzkrieg of all digital projectors in chain theaters, and the major studios bullheaded push to eliminate film prints to chains and art house theaters -- in exchange for Digital Cinema Package (DCP)- compliant hard drives that fit the new, $70,000 projectors that film studios are pushing into theaters all over the world -- films shot and projected on actual celluloid will have all but disappeared from global cinemas by 2015.

But whether or not audiences notice, the push to eliminate celluloid film is going to have repercussions that go far beyond how movies look. Entire industries fall, studios and middle-men jockey for the most favorable profit positions in a new distribution landscape. Meanwhile, non-corporate art house theaters, in cities large and small, struggle to keep repertory exhibition alive. If you're a film geek, that translates to Stanley Kubrick retrospectives on film, not Blu-Ray.

The growing pains of restrictive budgets that will inevitably put some theaters out of business foreshadow a quest for economic relevance for art houses: a quest that may sign something of a death warrant on the diversity of rare, unusual and archival cinema upon which they thrive.

Worse, with the idea of purely digital filmmaking, the entire basis of film preservation, protecting works of cinema that represent the cultural heritage of our country and history, is thrown into needless doubt. The unproven longevity of technologies that the studios are forcing down the theaters' throats to cut costs and maximize profits could very well deprive iconic films -- contemporary, underground and classic -- of a long future at the mercy of digital obsolesce.

Leading the Charge

"I've kept my mouth shut about this for a long time and it's fine that everyone has a choice, but for me the choice is in real danger of disappearing," said Batman and Inception director Christopher Nolan in a recent interview with the Directors Guild of America Quarterly. Nolan was speaking of his choice to shoot his movies on film.

Just before the 2011 holidays, Nolan screened the first six minutes of The Dark Knight Rises for a group of fellow directors -- names like Michael Bay, Duncan Jones, Bryan Singer and Edgar Wright among them -- and industry heads. Before the screening began Nolan made a plea for 35mm film. The Dark Knight Rises was shot on IMAX 65mm and Nolan was making his defense to a group of people with the clout to demand that they be given the aesthetic choice of photochemical film stock, where the vast majority of filmmakers are embracing digital with open arms.

"The message I wanted to put out there," Nolan told the DGA Quarterly, "was that no one is taking digital cameras away. But if we want film to continue as an option, and someone is working on a big studio with the power and resources to insist on film, they should say so. I felt [that] if I didn't say anything, and then we started to lose that option, it would be a shame."

For a filmmaker, it's about aesthetics. Since its inception, film has made its tangible flaws into part its inherent appeal. As with vinyl records vs. CDs -- and now the horrid sound quality of .mp3s -- the tradeoff between physical formats and digital is one of warmth and ambience for a colder, more precise look or sound, at best. At worst, people just stop caring about fidelity.

Handled with care, film looks better; and properly preserved film negatives can survive centuries. The recent resurgence of vinyl, despite its imperfections, has reminded music fans of the ambience and sound quality that has been lost in the last 25 years of digitally produced and distributed music. We are in the beginning stages of that cycle with film.

"I think IMAX is the best film format that has ever been invented," Nolan said. "It's the gold standard and what any other technology has to match up to, but none have, in my opinion."

And while, clearly, directors like Christopher Nolan and Steven Spielberg will always have the pull in the industry to shoot their films anyway they choose, the projection side of the equation has already shifted inexorably to digital. They may shoot on film, but audiences at most major chains will see a digital conversion, sent on a proprietary hard drive that is "ingested" into a Sony, or a Christie or a Barco 4K projector -- a non-static format that in its current state is intrinsically incapable of capturing the full resolution and warmth of a film source and, ultimately, the director's intended vision.

Meet the Little Guy

Ben Wilson is committed to shooting his films on film. The Tulsa native fell into his love of filmmaking -- on celluloid -- working for his father, local film producer Dean Wilson. "I've been loading cameras since I was 14 years old," Ben Wilson said.

The 21-year-old auteur has shot four short films on 16mm film stock and three in black and white, while his latest, 3 Prayers, is in color. His third film, In Current Season, made it to the final round of judging at the Nashville Film Festival.

"In a way they're kind of avant garde. There are plots but they're more about themes and characters," Wilson said of his work.

Wilson decided to rely on film as a medium because, like many of his favorite directors, he doesn't see a superior digital counterpart. Wilson and Christopher Nolan may be on vastly opposite ends of the spectrum in their cinematic lives, but they hold out for the choice of film for remarkably similar reasons.

"The first reason is the look. ... It's an aesthetic thing for me," Wilson said. "When I see a movie, that's how I expect it to look. So when I write my stories I imagine them looking a certain way. The texture and the look of it, I can get the image that I want."

His second reason is archival, an issue that concerns him on an artistic level but which also poses the direst consequences for film preservation. For Wilson, the reasons are more pragmatic.

"It seems there's always a new digital camera coming in. The stuff we shot five years ago is like old-school video," Wilson said. "Film is a constant. I can shoot a film on film today or a film ten years ago and it's going to look the same."

Despite whatever new video standard emerges to compete with film -- at least in the foreseeable future -- he'll always have the highest quality source negative to transfer to the digital format du jour, thus preserving the film's look. Clearly, the same cannot be said for the ever shifting sands of digital video formats.

"I feel more comfortable with the timeless medium," Wilson said.

Wilson seems skeptical that film is even on its deathbed at all. He rightly notes the initial video revolution of the '70s and '80s; one that signaled a wave of speculation in the pages of American Cinematographer magazine that the death knell for film had sounded.

In the realm of pornography this was certainly true, as producers cut costs while simultaneously opening up a hugely profitable market in home video -- a natural fit for consumers and the privacy that enabled. But film has reigned supreme in mainstream moviemaking since then and the model pornographers followed 30 years ago is now being emulated by film studios. Cut costs with cheaper film medium and open new distribution channels.

"I plan on continuing to shoot on film as long as I can shoot on film," Wilson said. "I realize it's probably going to be more of a niche. It' might completely disappear. At that point I will have to see if high definition video has caught up. If it has I'll do that. I also write plays so it's not like I'll be hurting for things to do."

Despite the fact Wilson is dedicated to shooting on film, there are already a dearth of outlets for him to exhibit on film. It's a weird Catch 22. Digital filmmaking makes it easier to shoot and get yourself out there and easier for audiences to see your work. But it's not ideal to the true aesthetic joys of film.

Wilson hopes that the upcoming, and highly anticipated, The Master, by Paul Thomas Anderson (whose Boogie Nights, in part, chronicled how the rise of video destroyed the status quo of the porn industry) will be exhibited on film in Tulsa. Anderson shot it on 70mm stock, which is considered the best by directors of his caliber. A sought after 70mm print of Stanley Kubrick's 1968, sci-fi masterpiece, 2001: A Space Odyssey was denied to the Alamo Drafthouse in Austin last year in exchange for a hard drive.

"I would be really disappointed if The Master doesn't play anywhere on celluloid [in Tulsa]. You've gotta see it that way," Wilson said. "There're a lot of people who probably don't feel that way, but to me it's part of the magic of cinema."

Full Court Press

According to film historian David Bordwell, in his book Pandora's Digital Box: Films, Files and the Future of Movies, there were 164,000 screens in movie theaters across the world, only 30 of which were equipped for digital projection. By 2005 -- out of almost 38,000 screens in the U.S. -- merely 330 were digital. As 2010 closed, over 16,000 had made the conversion in America, with over 36,000 worldwide projecting in digital.

The trend has become exponential. That didn't happen because theater owners, their thin profit margins based on $8 bags of popcorn, were tripping over themselves to spend more than $70,000 per projector to retrofit their theaters. For over a decade the major studios have been dying to phase out celluloid. So they began offering Faustian incentives to make that happen.

Virtual Print Fees (VPFs) are the olive branch offered by the studios to assist theaters, both major and minor, in the costly conversion to all-digital projection and, by extension, all-digital distribution.

The upside for the studios is clear since the average cost of producing a single film print can be upwards of $2000 dollars. Multiplied by thousands of theaters, the cost of printing and distributing a single film runs into the millions. Putting the same film on a hard drive bottoms out at $150 -- essentially the cost of the hard drive it's stored on. Even when multiplied by a few thousand theaters, the inexpensive medium still drops the studio's distribution expenditures to under a million dollars per film. Given the short sighted pragmatism of corporate bean counters, the charm is clear. Cost cutting and an unprecedented layer of studio control in the name of combating piracy.

VPFs are meant to offset the expenses of an all-out digital conversion of global theaters. Basically, a third party (known as an "integrator") pays for the theatre's equipment up front and then recoups its investment through VPFs levied on the distributor and, to a lesser degree, theater owners. At the end of the agreement, which lasts roughly a decade, the theater owns the equipment and the distributor sees their outlays for print costs eliminated.

But the deal only really works well for chain theaters, whose popularity can support the massive mortgage. Art house cinemas, not unlike the Circle Cinema, or even rarities like the Admiral Twin Drive-In, are passed over by first-run films unless they adopt the new technology -- or get help.

It's Not Just Us

Dylan Skolnick, proprietor of the Cinema Arts Center in Huntington, Long Island, had the option to sign up for a VPF to aid the conversion of his repertory/art house theater.

"Somewhat like the Circle, our financial model really depends on getting the big art house films," Skolnick said.

Those films are distributed by independent arms of the major studios, and thus are being distributed digitally as well. While an art house doesn't want or need the latest Transformers movie, the indie arms of the major studios are still streamlining their profits even for niche, limited release films, the bread and butter of places like the Circle Cinema and the Cinema Arts Center.

"If we don't have digital we won't be able to play those films. We lose all that money. We need those big new films when they're new and big," Skolnick said.

But a sizable part of Cinema Arts Center's schedule and appeal is in repertory cinema -- old and rare films on lovely prints -- and event programming that includes filmmaker and acting retrospectives. It turns out that when smaller theaters sign on for a Virtual Print Fee, an odd sort of control comes into play.

"What happens when you sign this VPF agreement, basically it's sort of a Big Brother kind of situation," Skolnick said. "They're now monitoring literally every show you do. They have these complexes ... with giant banks of monitors. Every theater has a monitor and they're keeping track of what's happening."

For theaters that do repertory cinema as well as first-run art house, when a conflict of counterprogramming comes into play there's pressure from the "integrators" to get their films more screen time (and thus reap more recoupment on their investment); those integrators achieve a somewhat Orwellian control over when, how and which films are run.

One of Skolnick's projectionists -- still a union gig in New York -- was a little late starting pre-show trailers at a chain theater, nothing that would have delayed the start of the actual feature. Suddenly, the phone rings, a voice on the other end asking why the pre-show began late. That voice probably originated from an industrial park thousands of miles from Huntington, Ill. A distressing sign that the studios are embedding themselves into theaters, through these third parties, in ways that would never have been possible or accepted even five years ago that they see the opportunity to do what they want.

In larger cities, where those theaters thrive on bigger budgets, audiences and state incentive VPFs can be a boon. But if the fee for a film is $900, it makes little sense for a small distributor to foot the bill for small town theaters that might only make $1000 on a film in their lesser market. Therefore, those theaters are cut out of first-run indies, otherwise known as the reason they exist in the first place.

"They're middle men taking a bite from both sides. The studios can't be bothered to write all the checks," Skolnick said.

The only alternative to avoid that level of control is for the theater to buy projectors outright, despite the life giving money VPFs funnel to cash strapped art houses.

"That's why we're going to go it on our own," Skolnick said. "It's sad to give up that cash flow, but that's the only way for us."

Digital Tar Pits

The back end of this digital push is already having repercussions. The industry for print distribution, a pulsating local and international network that delivers film prints from studios to theaters everywhere, is already being phased out. Meanwhile, Eastman Kodak, the biggest manufacturer of 35mm film on Earth, has filed for bankruptcy based largely on the decreasing demand for celluloid. In a bizarre irony, their name has been removed from the theater that hosts the Oscars.

Film processers, Technicolor and Deluxe, names known to anyone that's watched all of the ending credits for most films made in the last 50 years, are consolidating -- despite an era of competition. Much of the post-production world is being decimated or held hostage by the studios' blitzkrieg towards digital distribution, despite Hollywood's insistence that piracy is what is really putting the little guys out of work.

Projectionist used to be a skilled job, with union wages. In the days of nitrate film it was a high paying one, as well owing to the hazards of working with and projecting nitrate film stock -- which is so highly flammable that it literally burns underwater. In the world of digital presentation, skilled projectionists become a thing of the past. You don't need a lot of talent to push a button, though things can go awry when the wrong one is pressed.

As Chuck Foxen, manager of the Circle Cinema tells me about a recent screening of The Avengers at an unnamed chain theater:

"After the trailers the screen went black for 15 minutes and everybody figured they were just building anticipation. Then the manager comes out and explains that the projectionist deleted the film."

In addition to making films, Ben Wilson also projects them -- on celluloid -- at the Eton Square Cinema, a natural fit for the auteur. But it's not a fit that will last. "I won't continue to be a projectionist if it's digital. I mean, at that point, I don't think there is a projectionist anymore," he said.

On top of that, and perhaps most distressingly, the challenges for film preservation in an all-digital future are dire at best. Format obsolescence and the costs of archiving films in ones and zeros in the long term actually outstrip the costs of film print storage, subverting the savings the studios seek, at the expense of time-tested permanence. A well preserved print of a film can still be viewed even after a hundred years. Digital has no proven ability to do the same. In fact, its lifespan is alarmingly short, the medium remarkably fragile.

Historically, the film studios of old thought there was no value in their film libraries once their initial runs had completed. At best those libraries were stored haphazardly or cheaply sold off, at worst they wound up as material for highway asphalt. Considering what classic films still make money, these were hardly forward thinking business decisions. In 2012 the mentality of 20th Century studio patriarchs still seems to reign.

And Yet, Optimism?

In an unregulated, free marketplace the little guy stands likely to fall to the whims of the studios. The art house herd will surely be thinned in the smaller cities and rural areas -- arguably the places most in need of such institutions.

"There's an economic challenge to the transition and it's hard to see how that's going to work," Dylan Skolnick said. "They bring in enough income to be paying their rent and stuff but to invest $70,000 in a new projector that's going to cost more to operate ... they're gonna close."

The adoption of home theater technologies, surround sound, hi-def and 3-D televisions speaks to the age-old fight that movie theaters have always fought against home entertainment. In the 21st Century, video games rake in billions in yearly profits for game publishers and console manufactures alike. Add to that video-on-demand distribution models, with some studios offering first run films for home streaming, and the importance of art house cinemas offering something you can't get anywhere else, in a market whose money is already spent, becomes clear.

But overall, owners like Skolnick seem optimistic. "We're pretty positive," he said. "Our general feeling is, ... do people really want to sit at home for the rest of their lives? Is that the plan? Work, go home and not leave till the next day when you go to work. People want to go out to the movies."

Circle Cinema manager Chuck Foxen was guarded, saying, "The only thing we can do is know what's going to happen. We're waiting for the push that forces us to change."

Even the venerable shrine to all things not digital, The Admiral Twin -- which reopened June 15 -- has plans for a digital conversion in 2013.

"With the drive in I feel like we have a pretty good, high profile business going forward," said Admiral Twin owner, Blake Smith. "I think we'll make the transition. I wish we could have done it for the opening."

But when asked if he felt if some the cache of the Twin was lost with the extinction of projected film prints, Smith put it directly.

"They don't want to strike anymore prints, just send out hard drives. It is what it is. I'm not thrilled about it but what are you gonna do? With the nostalgia of film obviously 35mm goes better ... because there's nothing state of the art about a drive- in."