Just Clark and Billingsley on this track, and I could not find any editions reviewed in which Dillon actually participated. Anyhow, this is a pleasant commentary where there are some moments of silence as the two watch the film, but then I fall prey to this too, with such a timeless rewatchable film. They talk about filming on location in Cleveland and Toronto, creating real snow, and finding the materials for the late 30s - early 40s era that was the setting for the film. There is a discussion of casting, as well as who was thankfully not cast instead. The story for the film is based on a series of vignettes by Jean Shepherd, rather than a complete story. Clark recounts how first hearing Shepherd on the radio inspired him to make this film. The involvement of Shepherd in the film, at least on set, tended to be rather invasive, with him him undermining Clark. Billingsley recalls his feelings at the time of shooting and often acts as an interviewer, resulting in more insights from Clark. They note that the film was made on a very low budget, which was challenging at times, but also meant no studio meddling. Even amidst the critical acclaim, Clark was dismayed by the distribution of the film upon release, with the studio pulling it from most theatres before the holidays in 1983. Much of its enduring popularity would later come from VHS and home viewing. They remark on themes in the film, and both provide some anecdotes on fan reactions and encounters they have experienced over the years.