Ten years ago, the Iowa Theater sitting near the corner of 10th and Pearl streets in downtown Onawa, Iowa, was an empty shell.
"There was a bunch of rusty chairs stacked behind the stage and it had a leaky roof. It was just a mess. The roof and the smell were the worst. It had been closed and molded over for a couple of years," said Derek Cartmill, the man who saw enough beauty in the faded structure to bring it back to life in 2002 and fulfill a childhood dream: ownership of his own movie theater.
Cartmill, 52, an Omaha resident the past seven years, grew up in Onawa and toiled for a year and a half to buy the theater, which had been vacant for about six years. But the price put on it by its owner, a fellow in his 90s, was just too much. Then when the owner died a year and a half later, his son called Cartmill and offered to sell it at a reasonable price.
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Thus began his labor of love. He clearly wasn't in it for the money.
"I did it because I grew up there. I spent a lot of time in that theater growing up," Cartmill said. "I always wanted to own a theater, and especially that one. I felt when I grew up, someday I would own it. The opportunity arose."
He vaguely recalls "Thoroughly Modern Millie" being the first movie he saw at the Iowa, once called the State. "But 'Gone With the Wind' is the one that stuck with me all my life," he said.
The restoration was accomplished in a quick three months.
The theater still had its ticket booth and the marquee out front, but the inside was pretty sad looking. The only change out front was replacing the doors with metal ones. The rusty seats, of course, had to be replaced, except for 25 little-used balcony seats that were redone.
"It was interesting. A lot of stuff was just in the right place at the right time," he said of the restoration work.
Cartmill recalled the cramped feeling of being hemmed in by too-close seats in front of him. So he got rid of three rows of seats, allowing for more leg room. That still left the theater with 250 seats on the main floor. More than enough.
"I moved the concession counter. The popcorn popper didn't work and I got rid of all the other stuff just because it had been sitting there for six years. Otherwise, everything that I remember from when I was a kid walking in there is just the same," he said.
He said the people around town were genuinely excited that the theater was going to be re-opened.
The first show? "Austin Powers in Goldmember" beckoned customers in August 2002.
When he took over the theater, Cartmill found some vintage movie posters and a couple old projectors, along with a few rolls of film. The big find proved to be some trailers from advertising done by local businesses back in the 1950s and '60s, some real curiosities, many of the businesses gone from the scene for decades.
Cartmill knew he wanted to show first-run features, and that hasn't been a problem, outside of studio mandates that some films must run for two weeks or more, which limits the turnover, he noted.
He gets around that on some weekends by running two films, especially at times a lot of promising first-run features are opening at the same time.
"I'll do like a Friday night and a Sunday afternoon matinee with one, and then I'll do a Saturday night and Sunday night movie with the other," he explained. "Then I'll take the best of the two and run it through the week."
There are evening shows every day of the week.
Cartmill doesn't get to Onawa as much as he would like, with his children and grandchildren also living in Omaha.
"I miss being there on a daily basis terribly. I think that's why I keep hanging on to it," he said of the State.
But his grandkids love to come to travel.
'They're constantly wanting me to go up there. So we go up once in a while. I take them to the movies," he said.
At one point early in the game, he considered converting the State into two theaters. "But the only way it would work out was just to cut it up, and I couldn't do it," he said.
To stay in the game and make the theater viable for the future, Cartmill has decided the theater must go digital.
"If I would not put the digital in the theater, we'd have to close. And if it closed, it would probably never open again because nobody would want to put out the $75,000 or $80,000 to put digital in on top of the buying the building, which I wouldn't really ask that much for if they were really going to do it," he said. "But ... I don't want to close. I don't want to take it down.
So he is looking forward to digital conversion.
"It's going to open up a whole new world," he said. "The problem right now in the Midwest is all of the Omaha theaters are digital. Sioux City's gone digital. Everybody's digital pretty much in the main corridor. So I have a hard time finding 35mm film now to put on. There's a shortage. So I went ahead and signed up to get it."
Support from the Onawa community helped convince him that the show must go on.

