Everybody hates San Francisco right now. “San Francisco broke America’s heart,” The Washington Post declared last month. “This city is dead,” says a prototypical white yuppie as she rides a Muni bus in the new film The Last Black Man in San Francisco.

“You don’t get to hate San Francisco. You don’t get to hate it unless you love it,” answers Jimmie Fails, a character played by the actor Jimmie Fails. The scene comes toward the end of the film, which is loosely based on Fails’ real life growing up in San Francisco.

It’s a moment both cutting and generous, clarifying the tension at the heart of the film, this city, this country, this time. To hate San Francisco may be trendy, but outsiders and newcomers rolling their eyes at homelessness, rising rents (average one-bedroom: $3,700 a month), and tilting skyscrapers haven’t earned their disdain. They haven’t been here, fighting to hold on to a city as it whirls around them.

On the other hand, Fails and his writing partner and best friend, Joe Talbot, who directed the movie, can lay claim to some resentment. Hours before the film was set to premiere in front of a local audience, WIRED sat down with them and other cast members inside the Fairmont Hotel, high atop San Francisco’s poshest hill, full of mansions built by railroad barons during the city’s original economic boom, to talk about how the tech industry is bulldozing the city they’ve always called home.

“It’s a very strange time to be from San Francisco,” Talbot says. “I'm watching the only city I've ever lived in change, and you can feel powerless. What do you do about that? Those mechanisms feel so large.” What they did was make a movie, an ode to a city slipping away—but one that also, in the right light, at the right house party, can still feel like the old days.

Born and raised in SF, the two friends met at Precita Park in the Mission district when they were in high school. At the time, Fails was living in a group home and Talbot at his parents’ house in the Mission, where kids from all over came and went, making art and music. Seeing each other at parties and basketball games, they began to have this feeling they should be friends. “There was this silent kind of acknowledgement,” Talbot says. “You're proud so you don't want to be like, ‘Hey, do you want to be friends?’ But you're kind of thinking that.” One night, they finally talked—and the talking didn’t stop. They stayed up past Fails’ curfew, and when he called the group home to explain the reason he was late, they didn’t believe him. “They were like, Yeah sure, you're having a talk? Boys are having a heart to heart? Yeah sure,” Fails says. They’ve been talking ever since.

One result of their friendship is the film, which other cast members refer to as a poem. During the five years of production, Fails lived in Talbot’s parents’ house. As they came up with the idea and worked to get the film made, they’d walk up to the top of Bernal Heights near where they first met. They’d look out at the changing skyline, telling stories and creating art as a way to hold onto some ineffable San Francisco-ness amid the change. “This recent wave we're seeing through here is more like a gold rush. You're not coming to be a part of reality. You're coming to disrupt it. You have to take from it. It's a land grab. Literally,” Talbot says, noting that when they were scouting locations for the film, they’d find a place they loved only to return days later and find it razed to the ground to make way for new condos.