Popatopolis is a 2009 documentary film directed by Clay Westervelt about the making of Jim Wynorski's soft-core horror film, The Witches of Breastwick.

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The documentary features B-Movie icons Roger Corman, Andy Sidaris, Julie Strain, Julie K. Smith, Stormy Daniels, and more.

Jim Wynorski later said, "A director spent five years making this documentary about me. It was very flattering during the production period, but I was a bit worried how it might turn out. In the end, I found it very funny – even if it does take an occasional stab at me."^[1]

The documentary follows American director, Jim Wynorski, in his attempt to make a film in three days. By cutting shooting schedule, crew, equipment, and food, Wynorski tries to eliminate any unnecessary limitations that would slow down production.

The film also portrays a biographical account of Jim Wynorski as a filmmaker while it presses on several issues regarding the evolution of the B-movie industry.

• Jim Wynorski as himself
• Julie K. Smith as herself
• Julie Strain as herself
• Monique Parent as herself
• Stormy Daniels as herself
• Antonia Dorian as herself
• Roger Corman as himself
• Andy Sidaris as himself
• Joe Souza as himself