In a way, the origin story for the new movie about Tupac Shakur, All Eyez on Me, goes back to one of the now-closed movie palaces on Chestnut Street.

That's where the movie's director, Philadelphia native Benny Boom (back then Benny Douglas), fell in love with motion pictures, watching Bruce Lee.

"On Sunday … it was two kung fu movies, a double feature, for a dollar. We would come down on the train, a pack of kids, all like 12 years old. You could get on the subway, come to Center City, and see a movie and eat and get back home, all for five dollars," said Boom, who was in town for Comic Con Wizard World recently, hosting screenings of All Eyez on Me footage in a traveling mini-theater.

Boom grew up in West Philadelphia and later Mount Airy, where he would watch TV and take note of how news programs looked different than sports programs, TV shows looked different than movies.

"Even then, I was thinking like a director," he said.

Boom remembers being dazzled by Walter Hill's The Warriors, about a New York City gang, when it came to a theater on Cheltenham Avenue in 1979.

"There were some kids in the neighborhood who could get us into R-rated movies, and we really wanted to see The Warriors because it was about gangs, and there was all this hype about how it might cause gang violence. I remember watching and thinking, this is nothing like Philly, but I loved it. I loved the way it was shot. I loved the way it looked," he said.

Boom carried that love to Temple University, where he studied film before heading to New York City. He worked in a variety of jobs for music video director Hype Williams at Big Dog Films before directing his own videos – one of his first was for Channel Live in 2000. Since then, he's made more than 200, for artists including 50 Cent, LL Cool J, and Nicki Minaj. And Meek Mill, who first turned up (unbeknownst to the director) as an extra in one of Boom's videos shot here. The Ab-Liva video "Hot Damn" features a 14-year-old Mill popping a wheelie on his bike on Ridge Avenue in North Philadelphia.

Boom's love of film developed in tandem with his love of music and the Philadelphia scene. He grew up a huge fan of LL Cool J (had a poster associated with the release of Radio in his room) – he knew Ahmir "Questlove" Thompson of the Roots when he was playing drums on the streets.

"I remember Ahmir, he had these buckets that he used to play, outside the Tower Records on South Street. He'd be across the street on Friday night and he'd play and Tariq ["Black Thought" Trotter] would rap."

Boom even dabbled himself, though sometimes his raps were not entirely original.

"I moved to Houston briefly as a kid, and when I was there, hip-hop hadn't really been picked up on Texas radio. I cliqued up with a bunch of guys from New York and New Jersey, and we'd stage these talent shows, and the guys in the audience had no idea we were ripping off LL Cool J. So I started my rap career refurbishing his work."

Boom, 45, is now a friend of LL Cool J's, and has directed several videos for him.

Has he shared that story? "Some things I tell him, some things I don't."

Boom's work as a music video director won him two BET director of the year awards, and a shot at directing feature films – he helmed Next Day Air and a sequel to S.W.A.T. called Firefight — as well as several TV shows (including an episode of Empire).

All of this put him in the running for the prized job of directing All Eyez on Me. At different times, the project was attached to F. Gary Gray, Antoine Fuqua, and John Singleton, who directed Shakur in Poetic Justice.

"These are the three top-level black directors we have in the industry, and at one time or another all were interested in making this film. So some folks are asking, how come it's being directed by [me]? How come [a guy like Singleton], who knew Tupac, is not doing it?" Boom said.

"From my perspective, the movie had to be made by somebody who was going to make the Tupac story, not the 'Tupac and Me' story. My perspective is as a fan, but also as a creative person who's helped guide the visual form of hip-hop for the last 17, 18 years, not some guy who had a fight with Tupac or spent time in the studio with him."

(Shakur had an altercation with Albert and Allen Hughes that cost him a role in Menace II Society.)

Boom said he brings none of that baggage, just a desire to get at the truth of Shakur.

"The main thing is to show that he was a human being," he said. "There's a mythology about him now, and that's inevitable, given that he accomplished so much – musician, actor, poet, 70 million albums — and was killed at 25. But sometimes that can get in the way of the man himself. And I want to make a point about how valuable life is, how spur-of-the-moment decisions can affect lives forever. I think that point needs to be made, when you see what's going on in Chicago, what's going on everywhere."

All Eyez on Me is also a "cautionary tale" about the perils of success. Shakur's mother, a former Black Panther who controls his estate and who approved the script, is quoted in the movie as warning Shakur that the establishment is "giving you the tools to destroy yourself."

Boom saw Shakur's life as "spiraling so fast, he could not keep up with it." He survived one shooting, then was shot dead in Las Vegas in 1996, a crime that is still unsolved.

Shakur's estate (and producer L.T. Hutton, who worked with Shakur at Death Row Records) labored for 10 years to get the movie off the ground. Boom said recent successes of black-theme content helped make it happen.

"There's what I call the trifecta – Straight Outta Compton, and on TV, Empire and Power," he said. "They've changed the landscape and the entire way of thinking about what urban content can do, economically and globally."

Boom, who attended the Roots Picnic while in town, still thinks locally, and still thinks of himself as a Philly guy. Eagles, Sixers, Phillies, Flyers.

"I was on a plane once and I see Rob Zombie, so I walked up the aisle and looked at him and said, 'I read you were doing the Broad Street  Bullies story' – this was a couple years ago, when he was attached. And he's looking at me like, what does this black kid know about hockey? And I'm explaining to him, in the '70s, that image of Bobby Clarke was the image that we had of a winner. This was before Dr. J got here. You look at that footage of the [Flyers championship] parade, there's all kinds of people there. It's the type of city we have, when we win, we know that we fought to get there. That's the spirit of the city."