As a child Butler businessman Bill Smith used to join his father in the projection room of the Penn Theater on Main Street.

He'd put on headphones and watch the movie through a small square window overlooking the crowds in the seats below.

Later, Smith joined his father's profession and worked as a projectionist at the theater.

Now, Smith is one of the men who hopes to return the 1938 theater to its former glory, not only as a movie house, but also as a performing arts center.

The recently formed Butler Penn Theater Community Trust bought the theater a few weeks ago for $180,000 from the DeMarsh family of Florida.The family said its price was firm, but Don Raisley, president of the trust, said Thursday the DeMarshes then made a $5,000 donation to the trust.The Downtown Butler Association also donated $5,000 to the effort.Raisley, who teaches music at several colleges including Butler County Community College and serves as liturgical music director for St. Paul Roman Catholic Church in Butler, as well as many other music director and performing positions, is serving as the trust's artistic director.The others on the trust board, some of whom also gave money to buy the theater, all work downtown. They began talking about the sale of the theater in March 2003.What got them talking was a sign on the theater's marquee that said, "Now for sale on E-Bay."Smith and Alison Slimak Rider, the trust's public relations director, started talking to other businessmen at the Rocky Mountain Deli, a place they frequent for lunch across Main Street from the theater."We didn't want it to become a nail salon or something else," said Rider, who grew up in the Butler area. She spent the past 35 years in California in the entertainment industry and recently moved home to be with her mother.Soon lunches became brainstorming sessions with talk of how to buy the theater and what to do with it.Breaking bread with Raisley, Smith and Rider were Loren Houpt, manager of the First Commonwealth Bank, who is the trust treasurer; Ron Olsen, owner of Olsen Engineering and trust secretary; and Butler attorney John "Chuck" Davey.Smith is trust vice president, and resident historian, Olsen said, alluding to Smith's intimate knowledge of what the movie house once looked like and the events that occurred there.The trust is a nonprofit organization, and even though certain members of the board actually paid for the theater, the property belongs to the trust, Raisley said."But it really belongs to the community," Rider added.

While the first order of business for the trust is to restore and renovate the theater into a functioning cultural and event center, board members can't help but dream of what will be when they are finished."Eventually" is a word often used when board members speak about the theater. But if they are successful in raising the necessary money, they hope "eventually" really means sooner than later.As the grit and grime of the past 66 years are painstakingly wiped away and the musty air of the theater's recent three-year vacancy is replaced with the smells of cleaning fluid, new paint and freshly cut wood, the trust will open its doors in May to kick off its first fund raiser.With crews working to restore the marquee neon and the theater's original Penn sign, Rider and the board are preparing for Light Up Night when the switch will be pulled and the theater will start down the road to its new life.According to the trust's mission statement, the Penn Theater's new journey is meant to serve as "a convenient functional theater and adjacent resources will provide the community with a venue for live, locally produced theater, music, film, church services, dance recitals, charity events, auctions, town meetings and other appropriate gatherings."In addition to these community activities, the trust will attract performing groups such as musical, amateur and professional road shows, antique appraisals and other groups which will enhance the quality of life in the Butler area."Beyond that, Raisley said, he's open to suggestions: "Rehearsal dinners, whatever people think this can be used for, we'd love to hear it."

Standing in the theater's lobby, Raisley said the building's façade will be cleaned but for the foreseeable future, it will remain as is.Smith said originally the façade rose behind the Penn sign in a castle-type form, but that would be expensive to recreate."What we want to do is to restore different parts of the theater to different time periods in its history. Think of a tour guide saying, 'This is what the Bantam Theater looked like in 1940.' Or, 'This is what the stage looked like in 1960,'" Smith said, adding this is called "organic restoration."The lobby of the theater will remain pretty much as it now stands after the $250,000 renovation was done in the late 1990s by the DeMarshes."The lobby is pretty well done so it will be cleaned and we'll open it as soon as possible," Raisley said.Following board members up the steps on the left side of the building, Raisley shows the work being done upstairs to what is now called the Bantam Theater, named after the cars that were manufactured in Butler in the early 1900s.The 114-seat theater was originally a smoking lounge and the manager's office, Smith explained. Men's and women's powder and restroom areas ran along both ends of the room.Raisley said the trust is renovating the restroom areas so patrons won't have to run up and down the stairs.As for being handicapped-accessible, Olsen said as long as the theater is renovated to its original use, the trust will not have to make Americans with Disabilities Act updates immediately.Raisley said the trust hopes to have the Bantam Theater open for foreign, documentary and other films, as well as lectures and other uses in about three months."Besides the lobby - which will be manned and open to the public for tourism and cultural events information, as well as making the bathrooms open to the public - we want to get the Bantam open as soon as possible to help start generating revenue that is necessary to the rest of the restoration process," he said.The projection room is to the back of the Bantam Theater, the space Smith knows a lot about.Large spinning trays that catch the film sit near the small windows that overlook the theater below and the theater behind.Smith said his father, Paul Smith, worked as a projectionist from 1938 when the Penn opened to 1964, when he died.At 18, Smith earned his state projectionist license and began work at the Penn."The first time I remember being allowed to come to the theater, they were having send-off parties for the boys going to World War II in the smoking lounge. I came to one of those," he said.On each side of the projection room were two private balcony boxes, like private boxes in today's stadiums and ballparks.Smith said these were for the exclusive use of owner Anast Notopoulos of Altoona and his son, George, who was the Penn's manager.The 15-foot opening to the theater below was covered over years ago during another renovation."We hope to reopen these for private party use," Raisley said.Leaving the Bantam by way of the right-hand staircase, Raisley pointed to a door marked, "Not an exit.""We don't know what's in there," he said. "We can't find a key."What we've been thinking is to bid the opening (of the closet) for a fund raiser. Whoever bids the most, gets to open it," Raisley said.

The main theater area has been renamed Lydia Hall by Raisley after his mother, Lydia Fabrizzi Raisley.It is also a musical term for a type of scale, he said.The hall seats 493, but originally sat 1,000, according to Butler Eagle stories about the theater's opening on April 22, 1938.Sixty-six years and several renovations later, a false wall was built 52 feet from the old Vaudville stage to support the movie screen that patrons in recent years will recognize.Raisley said the board wants to remove the false wall to expand the stage out to where the front row seats is.Ducking behind the floor-to-ceiling screen wall is like walking back in time.The huge stage still supports a strange metal framework that once held the movie screen. Remnants of the movie house's history and old building supplies litter the original tongue-and-groove stage and surrounding floor space.Bright red-velvet wallpaper remains on the wall around the stage and two wide arched doorways that lead backstage and to the theater's back exits. Decorating the plaster over each archway are original matching art deco-style paintings of a woman turned toward the stage.Smith said they haven't yet found that these paintings represent anything, such as the comedy-tragedy masks often seen in theaters, but rather they appear just to be decoration. The board hopes to preserve and restore them.The board also plans to install a retractable screen like many other theaters have so movies and performances can be held on the same stage.After the clutter of the main stage, the Penn Theater's basement seems relatively pristine.Rows of built-in wooden shelves along the basement wall hold wooden and plastic letters for the theater's marquee. The coal room still has a pile of rocks waiting to be loaded into the long-gone boiler and furnace.A metal lined trough must be jumped to enter the old boiler room. That trough, Smith said, is what is left of the building's original "air conditioning."Since air conditioning, as it is known today, didn't exist in 1938, a 320-foot water well was dug beneath the Penn and a system of pipes and vents was installed throughout the building, Smith said.When pumped from the ground, the water was a cool 54 degrees. As the water circulated, the air was cooled creating air conditioning, according to a newspaper story announcing the coming of the theater.

Olsen said the first step is to work on the bones of the theater."There is still a lot of planning to do," he said. "And we face a very large fund-raising campaign, but we don't want to wait. We want to get those doors open to the community as soon as possible."One question about the theater project is will it interfere with the Butler Arts Council's recently announced plans for a cultural district in the city.Trust board members said that "although a separate entity, the Butler Penn Theater Community Trust is aligned with the goals of the arts council and the Maridon (museum), also part of the Cultural District.""There is no competition between the Penn Theater and the cultural district or the Succop Theater at Butler County Community College," Raisley said. "In fact, BC3 has offered to help with anything we need."Creative fund raisers are an important part of this process. Rider and Raisley said some of the ideas they have are "Hollywood Boulevard Walk of Fame" stars for the theater's sidewalk, along with sponsored plaques and pavers.Smith said it is important to note the trust bought the theater "without any government funds. Not one cent of taxpayer money has been used."He added, however, the trust will pursue grants as needed."The most important thing is that this is really here and it is really happening, and that the theater will be functioning in a few months," Raisley said."Not only is what we are trying to do with the Penn Theater for Butler, it is for the entire county," he added.