One is Byron Orlok (Boris Karloff), an aging and beloved horror film actor who has announced his decision to retire from film-making, feeling that Real Life is churning out more and far worse horrors than anything he can hope to put on screen. The other is young Vietnam vet Bobby Thompson (Tim O'Kelly), who unknowingly sets out to prove Orlok's point when he finally snaps under the soulless banality of his existence, gathers up an arsenal, and goes on a shooting spree. Inevitably, the paths of the two men cross...
The film is a worthy coda for Karloff's career, a fine directorial debut for Bogdanovich, and a symbolic passing of the torch from one generation of filmmakers to the next.
- Affably Evil: After killing his wife and mother, Thompson, while buying numerous rounds, casually carries on a conversation with the gun store owner.
- Ax-Crazy: Thompson, when he finally snaps.
- Bedmate Reveal: Orlok and Sammy get drunk and end up falling asleep in Sammy's bedroom. Sammy has a bad dream and startles himself awake:Orlok: [suffering from Hangover Sensitivity] Why did you yell?!
Sammy: I was having a nightmare and I woke up next to Byron Orlok!
Orlok: [sourly] Very funny.
- Cane Fu: See directly below.
- Cold Sniper: Thompson is pretty calm during his shooting spree.
- Cool Old Guy: Both Boris Karloff and the character he's playing, Byron Orlok. Karloff was a nice guy in Real Life (and he even worked on this film for free when it ran over the two days he owed Corman), and Orlok is pretty much the same. He also proves to be a Badass Grandpa at the end, when he finally comes face-to-face with the sniper: he walks straight into the line of fire, uses his cane to knock the gun away and brings the young whipper-snapper to his knees with a few well-placed slaps.
- Crapsack World: One of Orlok's reasons for retiring is that the real world is becoming more horrifying than the scary movies he made. Considering how Thompson's shooting spree was based on the real-life Whitman shootings, he's depressingly correct.
- Drive-In Theater: Where the climax of the film takes place.
- Dumbass DJ: Orlok has to suffer through an interview with one.
- End of an Age: Orlok's retirement signals an end to the Monster and Mad Scientist era of horror films... with Thompson's shooting spree signaling the beginning of the next wave of horror based on human evils like serial killers.Orlok: The world belongs to the young. Make way for them. Let them have it. I am an anachronism.
- Face of an Angel, Mind of a Demon: Bobby Thompson has boyish good looks, but is a deranged mass murderer. The gun clerk that sells him a rifle even says he has a "nice face".
- Good Colors, Evil Colors: All of Orlok's scenes are shot in mellow autumnal shades, while Thompson's are cold sterile blues.
- Gun Nut: Thompson has a truly staggering number of guns, and is a crack shot.
- Let Me Tell You a Story: Orlok gives a lovely recitation of the story "An Appointment in Samarra".
- Malevolent Architecture: The decor of Thompson's suburban home could drive anyone crazy.
- Mean Character, Nice Actor: In-universe, Orlok is one of these. He's built up a career playing monsters and maniacs, but off-camera he's clearly very kind and classy (again, just like Karloff himself). Thompson is the exact opposite; while he maintains the facade of a cheerful, normal, All-American youth, he really seems to be a monster on the inside.
- Meaningful Name: Byron Orlok. The last name is borrowed from Count Orlok of Nosferatu, the first name from Lord Byron.
- Meta Casting: Orlok is a beloved, distinguished horror actor known for his off-camera kindness despite playing lots of bad guys, who's approaching the end of his career. Who better than Boris Karloff to play him?
- Mirror Scare: At one point Orlok is startled by his own reflection, a bit suggested by Karloff himself. And during the final shooting spree, Thompson is unable to determine which Orlok to shoot at - the one onscreen at the drive-in theater or the one coming right at him.
- Older Hero vs. Younger Villain: The aging and elder Byron Orlok played by Boris Karloff pitted against the young and boyish-looking Bobby Thompson.
- Reality Has No Soundtrack: The film has no music soundtrack, except for a tune heard on a car radio.
- Reluctant Psycho: Thompson fumblingly attempts to warn his wife about what is happening to him; when this fails, like his real-life inspiration Charles Whitman, he types up a note calmly detailing what he is about to do.
- Ripped from the Headlines: As noted, Bobby Thompson is loosely based on mass murderer Charles Whitman, who two years prior to this film's release killed 14 and wounded 31 by sniping at them with a rifle from the observation deck of the 30-story tower building at the University of Texas in Austin.
- Karloff's earlier films are referenced in this film as being part of Orlok's career; using the footage was part of the deal with Corman.
- At one point Orlok and screenwriter Sammy Michaels (played by Bogdanovich) are watching The Criminal Code (1931)—which starred Karloff and was directed by Howard Hawks—prompting both men to sing the praises of Hawks as a filmmaker.
- Speaking of Sammy Michaels, the character was named for Samuel Fuller, who helped write the film's screenplay.
- Silent Credits: As noted, the credits run music-free, though the opening ones play over a scene from Orlock's latest movie.
- The '60s: The setting, of course.
- Slasher Movie: One of the earliest examples along with Psycho and Black Christmas (1974), though this one is more of the gun-toting kind (in a similar vein as the sub-genre's textbook example The Terminator) then the usual knifing type.
- Stealth Insult:Kip Larkin: Mr. O, I must have dug your flicks like four zillion times! You blew my mind!Orlok: Obviously.
- Two Lines, No Waiting: Byron and Bobby's stories, which converge for the finale.