In 2006, writer/director John Mitchell had a conversation with friends about guilty pleasures, when he confessed to loving the Elaine May comedy, "Ishtar", starring Warren Beatty and Dustin Hoffman, Mitchell was accused of "mocking the conversation". None of the others had seen "Ishtar", and it occurred to Mitchell that perhaps what most people thought they knew about the film came from negative media reaction at the time. Soon after, Mitchell tried to borrow "Ishtar" from his local library, only to discover he was #34 on a waiting list of 47 people lining up for the library's single VHS copy. Realizing it could take eight and a half months to get the film, Mitchell wondered who else would be willing to wait that long, or longer, for the famous flop. With the help of a friend and a borrowed handycam, Mitchell set off on a quest to track down and interview one of the others, Waiting For Ishtar.