This chapter outlines how middle-class Bengali Muslims developed the second Bengali-language film industry as a vernacular film industry in Dhaka in the 1950s and 1960s. It explains how vernacular cinema in East Pakistan developed a Bengali-Muslim modernity, chapter first draw a backdrop in which it look at the formation of Bengali-Muslim cultural identity-in particular-in its opposition to Bengali-Hindu cultural identity and pan-Indian Muslim identity. The chapter first outline how rural Bengali Muslims in late-nineteenth century East Bengal were caught between Muslim nationalism and Bengali-Hindu modernity, and how-in the early twentieth century-they developed a vernacular middle class among themselves. While the first approaches institutional initiatives around setting up the Dhaka film industry, the second module focuses on two influential film texts from 1956-1960, the first five-year span of the industry. The chapter journeying through the early institutions and texts of the Dhaka film industry, it identifies how the middle class used these as tools to construct a Bengali-Muslim cultural identity.