Adamant about not directing another horror film after Black Christmas, Bob Clark passed on the offer to helm the film and instead suggested Alan Ormsby, his Deathdream collaborator. Popcorn was filmed entirely in Kingston, Jamaica. Ormsby was replaced by Mark Herrier (known for another Clark film, Porky's) a few weeks into filming. The cast and crew speculated that Ormsby was fired for being too "detailed oriented" in the filming of the marathon films. The original lead Amy O'Neill was replaced by Jill Schoelen at this time as well. Clark, an uncredited producer on the film, also acted as a "hands-on" filmmaker throughout production and served as a second unit director when needed.
Ormsby is credited with directing all three of the main films within a film, while Herrier is credited with filming the present-day portions of the film.