The program consisted primarily of low-budget films, bookended by in-studio or on-location comedy skits featuring the show's hosts.

In addition to skits, the hosts would also provide sardonic comments about the featured film(s), and observations on various Hollywood- and/or New York City-area clubs and attractions (when the series was shooting out of studio).

Including commercials, the program typically ran from 11 p.m. to 5 a.m.[2] The films aired ranged from cult classics, to B movies, to other fare not appearing on television frequently.

[3] Halfway through the first season, a Friday night show broadcast from Los Angeles hosted by actress/comedian Caroline Schlitt (fresh off the short-lived Camp Midnite) was added.

When Schlitt left the program in December 1990, comedian/B-movie actress Rhonda Shear replaced her on Fridays, beginning on January 4, 1991.

The network relieved Shear and Gottfried of their hosting duties (while still showing the Up All Night imagery before/after commercial breaks), and began airing re-runs of mainstream films that appealed to a broader audience.