JOE: A mutual friend mentioned Richard to me. He said that we probably would have a lot of interests we could share.

HATTIE: (Voiceover) Joe ran his own architectural firm in New York City.

JOE: We started talking. He just said to me, `You know, I've been thinking about a piece of land behind the building I own in the middle of Great Barrington, and I don't know if you'd have any interest in it.' And, yes, this is the exactly the kind of land that makes sense to me to have -- a big, underutilized, underdeveloped piece of land.

RICHARD: And at the same time, I was aware, having been in the hair salon business, of how malls operated, and what was the real virtue of a mall. There was a critical mass there. There was an overall identity. And I started thinking about, `Well, that's really what a town is all about, a small downtown.'

JOE: It took us a long time to figure out what to do here. We thought we'd have a marketplace downtown. And we worked with all kinds of merchants, trying to get them to do a cooperative market. And it just didn't pan out.

RICHARD: And I guess it was Joe that came up with the idea, `How about a movie theater?' I said, `A movie theater? Do we really want to run a movie theater? What do we know about it?' Well, we started working on it, and Joe did a lot of the early numbers work; show by show we tried to figure out how many people would come and what our gross would be. and then, you know, started adding expenses up.

HATTIE: What did you do, stand out in front of the competitor down the road and count how many people were walking in every night?

RICHARD: We guessed. We really guessed. We didn't talk to anybody.

HATTIE: Oh, my gosh.

RICHARD: So we got all of our financing together. The local banks were great. They worked with us.

HATTIE: But that happened because you've already been successful with the front building. You've made a hit out of that, you've cleaned up that front street. You've built this parking lot, and the bankers said, `OK, the reason I think this is an interesting place to stop is somebody's sitting here saying, `I want to build something. I want to do something. How do I convince the bankers?'

RICHARD: The way you go to any bank, or any funding source, is with a business plan. And we had a reasonable business plan. We had even built a model of what we were going to do. And I think the bank wanted to revitalize the downtown. This had gone from a strictly second home community to more and more people moving up here and doing business out of this area.

HATTIE: Like you and like Joe.

RICHARD: Exactly.