A man named Flash longs for the days when he worked as a crew member on such cinematic masterpieces as "Citizen Kane." When Flash meets teenage film fanatic Cameron Kincaid, he becomes an unlikely mentor and agrees to help Cameron make a film to compete in a student competition where the top prize is a film school scholarship and, for Cameron, a ticket out of his difficult home life. Flash, who sees his own life drawing to a close, recruits the support of his eccentric friends at the Motion Picture home and helps Cameron make his film and chase his dream.