In 1920's England Arnie Cole runs a little fleapit cinema showing films for the picture going masses. Realizing that there is money to be made out of movies and convinced the medium will be big, he decides to make his own films with his small band of helpers. But things make an inauspicious start when his part time squeeze Letty is arrested, while there is a small matter of money that he desperately needs to get started. As it is, he receives an intriguing offer from Lady Maud, who has her own reasons for seeking a partnership with him that soon becomes apparent.