In 2013, the news that the State Theater might be turned into office space or apartments shocked many Ann Arborites. But Russ Collins and his colleagues already knew the clock was ticking. The Michigan Theater Foundation had been showing films in the State’s two theaters since 1999 through an agreement with the building’s owners. But Collins, the MTF’s executive director and CEO, knew the owners weren’t exactly excited about the arrangement. Neither were filmgoers–he and his staff fielded frequent complaints about the theaters’ tight seats, neck-stretching viewing angles, and lack of handicapped access.

“What if one day the owners decided that they weren’t going to do movies there anymore?” Collins remembers thinking. “We knew that the community, or at least a certain part of the community, thought we had control of the space anyway. So it seemed pretty logical that we needed to think about responding in a way where we would look at assuming [ownership of] that space.”

As far back as 2007, Collins says, he and his staff had considered “what would happen if exactly what happened [in 2013] happened.” The building’s owners couldn’t have been clearer about their desire to sell. “I never wanted to own a theater,” says commercial real estate broker Jim Chaconas, who owned the State with partners Barry Margolis and Shelly and Jody Mendelson. “That’s just not my business.”

In 2014, the Michigan Theater Foundation signed an agreement to purchase the State for $935,000. Chaconas equates owning the theaters with his past investments in student housing, saying that “the best part of my life” was when he got those properties off his hands. But for MTF, the work had just begun: in 2016 the foundation announced an $8.5 million capital campaign to renovate the theater, expand it from two to four screens, and fund improvements at the Michigan Theater.

Chaconas describes the sale as “perfect”–“It gives them more screens, which they needed, and it’s perfect for us, because we get out of the movie business.” Collins also expresses enthusiasm for the chance to offer more programming in a renovated space. But the road to the State Theater’s members-only grand opening on December 8 has been a complicated one.

When MTF staff first considered buying the State in 2007, it seemed far beyond their financial reach. Collins says the only scenario that seemed feasible at the time was for an “angel” backer to purchase the theater and address at least the most serious complaints, such as its lack of an elevator.

Collins says the building owners repeatedly approached the MTF about purchasing the theaters, but “when you’re already associated with the space, you wonder if you can negotiate a good deal.” He says the MTF began to gain the “courage and the resources” to look seriously at the possibility only in 2010, when it won a $1 million grant from the Kresge Foundation. By 2013, an MTF fundraising campaign to match the Kresge money raised enough to launch the Cinetopia International Film Festival, with screenings in Ann Arbor and Detroit.

Then came a wake-up call: the building owners began consulting with the city’s Historic District Commission about repurposing the theaters for other uses. “It forced us to get serious about what we were going to do,” Collins says.

MTF hired Halsey North to gauge support for a capital campaign. North, whose New York-based North Group specializes in research work for arts nonprofits, says he was surprised to find unanimous encouragement for renovating the State among the roughly sixty Ann Arbor philanthropic leaders he surveyed.

“You usually get a few people who are dissenters and people who don’t necessarily believe in the project or don’t want to spend the money or don’t think it’s necessary,” North says. “What we found was a palpable love of both the Michigan and State on several levels.”

Ron Weiser, a mutual friend to both MTF and the building owners, acted as an ambassador in negotiations to buy the theater. (Weiser is also a million-dollar donor to the project and, with fellow emeritus board member Judy Dow Rumelhart, an honorary cochair of its capital campaign.) The resulting deal turned the building into a condominium: the MTF now owns the second-floor theaters, while Chaconas and his partners retain the first-floor space currently leased by Urban Outfitters.

The theater had been saved, but the MTF still had to address what Collins calls the “bizarre disconnect” between people’s perception of the State Theater building as an iconic Ann Arbor landmark and their distaste for the awkward and cramped theaters themselves. But North’s survey made it clear that supporters thought the Michigan Theater, too, needed work. Collins sums up the response this way.

“They said, ‘The State Theater? Great. Love it. But you’re not going to ignore the Michigan Theater.'” So in addition to $5.5 million to renovate the State, the capital campaign includes $1.8 million for the Michigan. An $800,000 contingency fund and $418,000 in campaign costs brought the total to $8.5 million.

The State & Michigan Project topped the $8 million mark in October. MTF chief development officer Lee Berry is still working to raise that last half-million, but says that so far, it’s been a surprisingly pleasant experience: “I thought that going for these very large gifts would be difficult and perhaps intimidating,” he says. “But it’s been just great. It really has been a blast. People love the Michigan”–and the State, too.

The State has a lengthy and rather beleaguered history. One of the last works of architect C. Howard Crane–who designed a slew of other Michigan landmarks including the Detroit Opera House, the Fox Theatre, and Olympia Stadium–it opened in 1942 with seats for 1,900 people. A single giant screen filled the back wall of what is today Urban Outfitters, with a balcony occupying what is now the second floor of the building.

In 1979, W.S. Butterfield Theaters split the space into four smaller auditoriums, two on the ground floor and two in the former balcony. Butterfield sold the four-plex to Kerasotes Theater Corporation in 1984, which closed the theaters in 1989 and sold the building to Borders co-founder Tom Borders, who redeveloped the ground floor as retail space.

Collins says Borders contacted the Michigan Theater at the time about leasing the remaining two screens, but “we were afraid that if things didn’t turn out the way we wanted them to, it could sink the whole enterprise.” Instead, in 1992, he leased it to Canton-based Aloha Entertainment.

Aloha’s tenure was also relatively short-lived. Chaconas says Aloha’s owners turned in the keys sixty days after he and his partners bought the State from Borders in 1999. That’s when the MTF stepped in.

The State’s tumultuous history has made restoration somewhat complicated–it must balance paying homage to the theater’s past while completely modernizing it. The project will feature a full restoration of the theater’s landmark sign, including exposing rows of light bulbs that lined the marquee but were covered with sheet metal. “The marquee’s going to glitter in a way that it hasn’t in a long time,” says architect Patrick Roach of Quinn Evans. Elements of the original design of the building’s facade will be restored as well, including “show glasses” to display movie posters.

The new mezzanine lounge–which will be accessible by escalator, stairs, or elevator–is what Collins describes as a “historically sensitive renovation” that emulates elements of Crane’s original Art Deco design while accommodating a bar, a modern concessions counter, and bathrooms. “We hope that people recognize that we’ve quoted from, not imitated” Crane’s work, Collins says.

Deriving material for those “quotations” from archival photographs proved to be somewhat difficult, because most were monochromatic or in faded color. But Roach says his work did benefit from an “exceptionally accurate” set of original architectural drawings. One of the great coups of the restoration came when Historic District Commission chair Susan Wineberg brought theater staff a piece of the State’s original carpet, which she snagged from workers as they replaced it with Kerasotes-branded carpet in the ’80s. Tim Stout, vice president of O’Neal Construction, says he and the renovation team worked with the original carpet manufacturer “literally for months” to print a replica for use throughout the renovated theater.

The new auditoriums are minuscule compared to the original theater–the smallest has just fifty seats–but far more luxurious. Addressing another one of the most common complaints about the theater, the seats will be heavily padded with twelve to sixteen more inches of leg room between them (the old seats had just thirty-two inches); seating will be assigned, and can be reserved in advance online.

New seats will also be one of the most visible changes in the renovated Michigan Theater. The last time that theater’s seats were replaced was in 1942, the same year the State opened. They will be replaced with chairs in a style more appropriate to the year the Michigan opened, 1927. Other renovations will include plaster and paint repair, projection booth upgrades, and replacing HVAC system elements that date as far back as the 1920s. The historic Barton organ’s pipe works will also be restored, completing a project that began with the restoration of the organ’s console in 2014.

When the work is finished, Collins says, the MTF’s combination of historic preservation and screening capacity will be unparalleled in the nation. He relishes the opportunity the new screens at the State will offer to expand the theaters’ programming. “I think we’re going to have to fight and struggle and be creative about getting and maintaining audiences,” he says. “But I think the audiences are going to be there.”

In addition to expanding screenings of classic films, Collins hopes to have more mainstream first-run movies, such as 2015’s Oscar-nominated Mad Max: Fury Road, which he says he simply didn’t have a screen for. He’d also like to show films that cross mainstream appeal with artistic merit. The original 1979 “Mad Max got its reputation as an art-house film,” he says. “The fact that it became a mainstream blockbuster title doesn’t deny its art-house heritage.”

On a loftier level, Collins hopes that the Michigan and State will become “the cinema arts cultural resource for southeast Michigan.” Part of that plan involves the continued growth of Cinetopia, which Collins and Berry admit has fallen by the wayside in its formative years due to the massive undertaking of purchasing the State and renovating both theaters. “At first I was almost panicking for Cinetopia,” Berry says. “But it turns out … that Cinetopia had a good start, and it’s going to be fine. A lot of good work’s continuing to be done, and then that process can kind of reinvigorate later.”

This year’s Cinetopia attracted 30,000 attendees, up from 10,000 in the festival’s inaugural year, 2013. Collins says the festival will have to crack 50,000 attendees to reach the destination status he envisions, but he won’t be able to throw his full weight behind that project until the State reopens and the MTF learns how best to use its new screens.

“I think the most appropriate analogy … is that the State Theater for the Michigan Theater is kind of like a couple having a baby,” Collins says. “Hopes are it’s something that you want, but you also know that it’s extremely distracting. You’re introducing something into your family that requires all of your attention, that makes it harder for you to focus on other things that you might want to do or like to do. But it’s also just such a wonderful opportunity and center of joy that you can’t think of doing anything else.”