Cinephiles are aware of the midnight movies, films whose audiences and filmmakers were uninterested in either the Hollywood mainstream or the traditional art film. This doc reviews the phenomenon with the help of some of the key figures from the period. Stuart Samuels sees the subversive power, creativity and social symbolism of the American midnighter of the 70s as a direct result of shifting cultural values of a different kind of post-war generation, one that was willing to push boundaries and upset the status quo. Pointing to six landmark films-Alejandro Jodorowsky′s surreal western El Topo, John Waters′ intentionally offensive Pink Flamingos, Perry Henzell′s The Harder They Come, riding the 70s reggae wave and presaging music video, Richard O′Brien′s midnight staple The Rocky Horror Picture Show, George Romero′s dense Night of the Living Dead, and David Lynch′s waking dream Eraserhead-Samuels explores what gave rise to the movement and its influence on filmmakers from the modem independents, to the crew at Troma Studios, to Miike Takashi. Samuels′ own affection for the films is evidenced by the film′s energetic, midnight-ish visuals.