In 1985, Richard Linklater began a film screening society in Austin, Texas, that aimed to show classic films to a budding community of cinephiles. Eventually incorporating as a nonprofit, the newly branded Austin Film Society raised enough money to fly in their first out-of-town invitee: filmmaker James Benning. Starting in the ’60s, Benning had been creating non-narrative films largely on his own, while Linklater had just begun to craft his first 8mm shorts. Ever since their first meeting, the filmmakers have remained close, even as their careers have wildly diverged. This documentary explores their unique friendship and relationship to cinema.