UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                                (Amendment No. 5)*


                    Under the Securities Exchange Act of 1934



                                BLOCKBUSTER INC.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                 Class A Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    093679108
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                                 (CUSIP Number)


                                December 31, 2009
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to  which this Schedule
13G is filed:

              [ ] Rule 13d-1(b)
              [X] Rule 13d-1(c)
              [ ] Rule 13d-1(d)



*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).





CUSIP NO.  093679108
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(1)   Name of Reporting Person:

                        Prentice Capital Management, LP
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(2)   Check  the  Appropriate Box  if  a  Member of  a  Group (See Instructions)

         (a) [ ]               (b) [X]
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(3)   SEC Use Only
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(4)   Citizenship or Place of Organization:  Delaware
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Number of Shares Beneficially
   Owned by Each Reporting
   Person With            (5) Sole Voting Power:                  0
                              --------------------------------------------------
                          (6) Shared Voting Power:       11,820,683 (See Item 4)
                              --------------------------------------------------
                          (7) Sole Dispositive Power:             0
                              --------------------------------------------------
                          (8) Shared Dispositive Power:  11,820,683 (See Item 4)
                              --------------------------------------------------
--------------------------------------------------------------------------------

(9)   Aggregate Amount Beneficially Owned by Each Reporting Person:

                11,820,683 (See Item 4)
--------------------------------------------------------------------------------

(10)  Check if  the  Aggregate Amount  in  Row  (9) Excludes Certain Shares (See
      Instructions):   [ ]
--------------------------------------------------------------------------------

(11)  Percent of Class Represented by Amount in Row (9):   9.68% (See Item 4)
--------------------------------------------------------------------------------

(12)  Type of Reporting Person (See Instructions):  PN
--------------------------------------------------------------------------------





CUSIP NO.  093679108
--------------------------------------------------------------------------------

(1)   Name of Reporting Person:

                        Michael Zimmerman
--------------------------------------------------------------------------------

(2)   Check  the  Appropriate Box  if  a  Member of  a  Group (See Instructions)

         (a) [ ]               (b) [X]
--------------------------------------------------------------------------------

(3)   SEC Use Only
--------------------------------------------------------------------------------

(4)   Citizenship or Place of Organization:  United States of America
--------------------------------------------------------------------------------

Number of Shares Beneficially
   Owned by Each Reporting
   Person With            (5) Sole Voting Power:                  0
                              --------------------------------------------------
                          (6) Shared Voting Power:       12,166,983 (See Item 4)
                              --------------------------------------------------
                          (7) Sole Dispositive Power:             0
                              --------------------------------------------------
                          (8) Shared Dispositive Power:  12,166,983 (See Item 4)
                              --------------------------------------------------
--------------------------------------------------------------------------------

(9)   Aggregate Amount Beneficially Owned by Each Reporting Person:

                12,166,983 (See Item 4)
--------------------------------------------------------------------------------

(10)  Check if  the  Aggregate Amount  in  Row  (9) Excludes Certain Shares (See
      Instructions):   [ ]
--------------------------------------------------------------------------------

(11)  Percent of Class Represented by Amount in Row (9):   9.96% (See Item 4)
--------------------------------------------------------------------------------

(12)  Type of Reporting Person (See Instructions):  IN
--------------------------------------------------------------------------------






Item 1(a)  Name Of Issuer:   BLOCKBUSTER INC. (the "Company")

Item 1(b)  Address of Issuer's Principal Executive Offices:
           1201 Elm Street
           Dallas, TX  75270


Item 2(a)  Name of Person Filing:

           This statement is filed by the entities and persons listed below, all
     of whom together are referred to herein as the "Reporting Persons":

          (i)  Prentice Capital  Management,  LP, a Delaware limited partnership
               ("Prentice  Capital  Management"),  with  respect  to the Class A
               Common  Stock,  par value  $0.01 per  share of the  Company  (the
               "Shares"),  reported  in  this  Schedule  13G  Amendment  held by
               certain investment funds and managed accounts.

          (ii) Michael  Zimmerman,  who is the  Managing  Member of (a) Prentice
               Management  GP,  LLC,  the general  partner of  Prentice  Capital
               Management,  (b) Prentice Capital GP, LLC, the general partner of
               certain investment funds and (c) Prentice Capital GP II, LLC, the
               general  partner of  Prentice  Capital  GP II,  LP,  which is the
               general partner of certain  investment funds, with respect to the
               Shares  reported in this Schedule 13G  Amendment  held by certain
               investment funds and managed accounts.

Item 2(b)  Address  of  Principal  Business  Office  or,  if  None,  Residence:

           The address of the principal business office of each of the Reporting
           Persons is 623 Fifth Avenue, 32nd Floor, New York, NY 10022.

Item 2(c)  Citizenship:

           Prentice Capital Management, LP is a Delaware limited partnership.
           Michael Zimmerman is a United States citizen.

Item 2(d)  Title of Class of Securities:

           Class A common stock, par value $0.01 per share

Item 2(e)  CUSIP Number:  093679108


Item 3.    Not Applicable





Item 4.    Ownership:

          Prentice Capital  Management serves as investment  manager to a number
          of investment funds (including Prentice Capital Partners, LP, Prentice
          Capital Partners QP, LP, Prentice  Capital  Offshore,  Ltd.,  Prentice
          Special  Opportunities,  LP, Prentice Special Opportunities  Offshore,
          Ltd.  and Prentice  Special  Opportunities  Master,  L.P.) and manages
          investments for certain  entities in managed  accounts with respect to
          which it has voting and dispositive authority over the Shares reported
          in this Schedule  13G/A.  Michael  Zimmerman is the Managing Member of
          (a)  Prentice  Management  GP, LLC,  the  general  partner of Prentice
          Capital Management,  (b) Prentice Capital GP, LLC, the general partner
          of certain  investment  funds and (c) Prentice Capital GP II, LLC, the
          general  partner of Prentice  Capital GP II, LP,  which is the general
          partner  of certain  investment  funds.  As such,  he may be deemed to
          control  Prentice  Capital  Management  and certain of the  investment
          funds and  therefore may be deemed to be the  beneficial  owner of the
          securities reported in this Schedule 13G/A. In addition, Mr. Zimmerman
          has voting and  dispositive  authority  over 19,000 Shares held by the
          Michael Zimmerman & Holly Zimmerman Family  Foundation,  Inc., 304,500
          Shares held  by Mrs. Zimmerman  and 22,800 Shares held by his children
          and,  as such,  he may be deemed to be the  beneficial  owner of these
          Shares  included  within this  Schedule  13G/A.  Each of the Reporting
          Persons disclaims  beneficial  ownership of all of the Shares reported
          in this Schedule 13G/A.

          The  percentages  used herein are calculated  based on the 122,113,087
          Shares issued and  outstanding  as of November 6, 2009, as reported in
          the Company's  quarterly report on Form 10-Q filed with the Securities
          and Exchange  Commission by the Company for the quarterly period ended
          October 4, 2009.

          A. Prentice Capital Management

               (a) Amount beneficially owned:                         11,820,683

               (b) Percent of class:                                       9.68%

               (c) Number of shares as to which such person has:

                    i. Sole power to vote or to direct the vote:               0

                    ii. Shared power to vote or to direct the vote:   11,820,683

                    iii. Sole power to dispose or to direct the
                         disposition:                                          0

                    iv.  Shared power to dispose or to direct the
                         disposition:                                 11,820,683

          B. Michael Zimmerman

               (a) Amount beneficially owned:                         12,166,983

               (b) Percent of class:                                       9.96%






               (c) Number of shares as to which such person has:

                    i. Sole power to vote or to direct the vote:               0

                    ii. Shared power to vote or to direct the vote:   12,166,983

                    iii. Sole power to dispose or to direct the
                         disposition:                                          0

                    iv.  Shared power to dispose or to direct the
                         disposition:                                 12,166,983


Item 5.   Ownership of Five Percent or Less of a Class:

          Not applicable.


Item 6.   Ownership of More Than Five Percent on Behalf of Another Person:

          Not applicable.


Item 7.   Identification and  Classification  of Subsidiary  Which  Acquired the
          Securities:

          Not applicable.


Item 8.   Identification and Classification of Members of the Group:

          Not applicable.


Item 9.   Notice of Dissolution of Group:

          Not applicable.


Item 10.  Certification:


          By signing below each Reporting  Person certifies that, to the best of
its knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of  changing  or  influencing
the control of the issuer of the  securities  and were not  acquired and are not
held in  connection  with or as a  participant  in any  transaction  having that
purpose or effect.







                                    SIGNATURE


          After  reasonable  inquiry and to the best of my knowledge and belief,
the  undersigned  certify that the  information  set forth in this  statement is
true, complete and correct.


                                  February 12, 2010


                                  PRENTICE CAPITAL MANAGEMENT, LP

                                  By: /s/ Michael Zimmerman
                                      ------------------------------------------
                                      Michael Zimmerman, Chief Executive Officer


                                      /s/ Michael Zimmerman
                                      ------------------------------------------
                                      MICHAEL ZIMMERMAN



      Attention: Intentional misstatements or omissions of fact constitute
                Federal criminal violations (See 18 U.S.C. 1001)