I'd say 1 - Prices too high, 2 - Quality too low and 3 - Competition from home theatre. I wouldn't even count piracy, especially limited to online piracy. Rentals are cheap, and with Blockbuster online, I get 4 free instore rentals per month in addition to my online queue. Quality of theatres has degraded in a lot of cases. I regretted seeing Revenge of the Sith in a theatre. Even at matinee, two tickets was almost as much as I eventually paid for the DVD, and I had expected that Lucas wouldn't let it be shown in a substandard theatre. I was wrong. Sound was mono and distorted, picture was out of focus, film was scratched and skipped several times. And that was the only movie I was even tempted to see last summer. Certainly didn't encourage me to go back to the theatre.