Tim Reed stands in the graveled lot of the Starway Drive-in, casting his eyes upward into the night-time sky.

It is a clear, cool, summer night, and the stars are such that the drive-in is truly living up to its name. The Big Dipper is so bright it looks as if it might pour its contents onto the big screen below.

The smell of fresh popcorn wafts through the air from the concession stand as the bugs dance through a stream of light cast from one of the two mammoth projectors that Reed keeps humming along.

Leaning against the door to the projection booth, Reed smiles, his hands stuffed comfortably into his pockets.

"What a perfect night for a drive-in," he says.

Since landing his first job as a projectionist just two months shy of his 16th birthday, Reed, 29, has spent much of the past 13 years threading, splicing and rewinding film reels at movie theaters across south central Kentucky. For three years, he worked as a design engineer installing and inspecting projection systems in theaters around Texas before returning to his native Winchester in 1987.

Though he enjoys steady work as a disc jockey on local radio station WFKY's afternoon shift -- "I do all the stupid voices for commercials and the whole nine yards" -- it is Reed's moonlight shift at the drive-in that makes him feel most at home.

"I love the nostalgia, the romance of another time," Reed says. "Some of my earliest memories are from drive-ins. I was always drawn by the sheer dimensions of the place -- the huge screen, the sky, everything all out in the open. That's what got me back here, back to my roots."

Reed visited his first projection booth at Winchester's Skyview Drive-In when he was 12 years old. His father -- an avid movie-goer with a preference for the outdoor screen -- arranged for his son to sit in the booth and watch the behind-the-scenes action.

"I saw how it all happened, changing reels, running the projector, adjusting the sound, and I thought 'This is fun. This is what I want to do.'"

After his first encounter in the projection booth, Reed convinced his father to take him to the now-defunct Circle 25 drive-in in Lexington. There he found a friend in Ray Goodman, a union projectionist who was impressed by the young Reed's knowledge of the machinery. (Goodman, whom Reed describes as his mentor, died three years ago).

"Ray could tell I had kind of read up on the projectors, how they operated and such, and he'd let me run the booth. I hung around with him for a couple of years, and was real fortunate to have him train me."

Goodman taught Reed to become a master of carbon arc and 20-minute reels, tools of the movie trade which, like professional projectionists themselves, are slowly moving toward extinction.

Carbon arc is the process used to produce light in most projectors used in American theaters from silent movie days to the late 1960s. While most of today's projectors use long-burning xenon bulbs as their light source, the machines of old burned smooth carbon rods within the machine's heavy metal casing to generate the necessary light.

Electricity jumps a small air gap between two carbons placed one end to the other, igniting the sticks and creating a white-hot arc of light.

Reed says xenon bulbs are much more efficient than carbon rods.

"You can get a few thousand hours out of one bulb, but in the same amount of time, you'll go through a couple of cases of carbon."

A few of the carbon-burning machines, like the early 1950s model at the Starway Drive-in remain. In the long run, burning carbon rods is more expensive than installing bulbs, Reed says, but old movie houses and drive-ins shy away from making the upfront investment.

And that suits Reed just fine.

"The new standardized machines take a lot of fun out of being a projectionist," Reed says. "You just push a button and walk away. I'd rather change carbons and keep busy. It's more of an art form.

"Most theaters today don't even have a projectionist. The manager or the person that takes tickets at the door starts the machine and walks away. And I think the patron suffers because of that. If anything gets out of line during the movie, there's no one there."

Reed changes the carbon rods in each projector at the drive-in about four times a night -- "that's if we run a double-feature," he says.

Throughout the evening, he keeps close to the projection booth, making sure the movie stays in focus and listening for a gentle bell that lets him know he has two minutes before the 20-minute reel currently projecting on the screen runs out of film.

"Most theaters now just splice all the reels together and run one continuous reel," Reed says. "We're still doing it the old way here."

After the bell, Reed watches for a small, white circle that appears in the left (sic) hand side of the screen. The first circle tells him to start the second projector, where the movie's next reel is threaded.

It takes a few moments for the second projector to bring the first frame of the film down from the reel and into the lenses. A second white circle on the screen tells him to switch the sound and picture over from the first machine to the second.

In the time between reels, Reed tells a visitor to the projection booth of his love for the drive-in and its colorful history.

According to Reed's research, the first drive-in was opened in 1933 by Richard Hollingshead of Camden, NJ.

"It was right in the middle of the Depression," Reed says. "Hollingshead's thinking was that even in those hard times, people would have to have some type of transportation and they'd need some form of entertainment. So he just put the two together."

Reed says the first drive-ins didn't have car speakers. Instead, big, booming speakers were placed in the screen tower.

"They kind of blasted at you," Reed says. "If you were on the back row, you got the sound delay. You'd see lips move on the screen first, then you'd hear the words."

Needless to say, the screen tower speakers became a neighborhood nuisance and theater operators began experimenting with alternative sound systems. Reed says some drive-ins placed individual speakers on tall poles around the perimeter of the lot, moving the units before showtime to be near the greatest number of cars.

Some speakers were placed on tall poles directly in front of each parking space. Others were placed in metal gratings under the cars. Then, in 1940, RCA introduced the first in-car speakers -- "the ones we all know and love today," Reed says.

Some drive-ins operated year-round, Reed says, and the short poles at each parking place where the speakers were hung also served as an electrical outlet for theaters that rented small heating units.

Drive-ins operating in the mid-1970s began broadcasting movie soundtracks on a special frequency that could be tuned in on car radios. Reed says the Starway Drive-in has radio sound, but maintains car speakers on the first three rows of the lot for customers whose radios don't work.

Reaching a peak in the 1950s, the number of American drive-ins has slowly dwindled. When Reed visited his first projection booth in 1974, there were 3,772 drive-ins across the country.

Now there are fewer than 1,600, according the the International Motion Picture Almanac.

And what will Reed do when they're all gone?

"I'll dream about them," he says, laughing. "Or I'll build one in my own yard with all the old machinery and park my car out back."

Somebody pass the popcorn.