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In 1910, Arnie Cole struggles to make ends meet whilst operating a travelling fleapit cinema business. Realising there is more to be made in the burgeoning film industry, he sets up his own company. Things go off to a inauspicious start when his part-time squeeze Letty is arrested when they try to illegally film a horse race. Desperate, he gets an intriguing offer from Lady Maud, who has her own reasons for seeking a partnership, that latterly become apparent.

Arnie and Maud arrange to wed at the local registry office. However, the big day comes off to an awkward start when Arnie and Lllwelyn arrived tired and dishevelled. Maud subsequently returns home, whilst Arnie decides to track down actors and crew to make his first picture, among themCorky Brown, an alcoholic comedian; his agent Max Legendre, an ambitious but pretentious director; and the Brewer family who rely on their child star daughter Dotty. However, the contract negotiations for Arnie prove protracted and fraught.

Work begins on Arnie's first picture, but Corky's alcoholism becomes increasingly problematic and Max clashes frequently with the crew, leading to on-set conflict. In order to raise much needed capital, Arnie suggests to Maud about selling her house, to which she strongly objects. Meanwhile, Clara Brewer is determined to break away from her family and establish a career as an actress, even if it means posing for nude photographs.

Months later, Maud has given birth to her child. Max is tiring of producing comedy shorts and encourages Arnie to commission a six-reel costume picture – a romantic adventure story about a highwayman, in order to cash in on the growing demand for longer films. Production proves fraught and runs over budget due to Max's demands for historical accuracy, further exacerbated when he casts theatrical actress Gwendoline Harper for a lead role, but she proves difficult and tempremental. Needing money to keep his business afloat, Arnie approaches Letty and persuades her to work for him.

Maud and Llwelywn are displeased with Letty's presence at the studio, while Arnie promises her a part in his new picture, yet she mistakenly has other ideas about his intentions. He has enough trouble with the over-demanding Gwendoline Harper, whom insists that her leading man Gilbert Winslow should spend more time with her outside of work; Gilbert is less than keen about the prospect. Arnie decides to organise a party, in order to impress bank manager Mr Crane in the hope that he'll receive a loan.

After the disastrous party, Arnie vents on his actors individually. Struggling to raise capital on his vastly over-budgeted costume film, he decides to drown his sorrows, yet Maud is isn't ready to give in and later surprises Arnie when she informs him that Mr Crane has decided to give them the loan after admitting he found the party enjoyable. Meanwhile, Letty is heartbroken when she disovers what Arnie really had in mind. Just as things start to pick at the studio, a disaster occurs that looks set to turn all their dreams into ashes.