This chapter shifts the focus from the popular film industry to a parallel, competing discourse that has been labeled art cinema. This term is used as a commonplace and self-evident phrase in Bangladesh. The chapter aims to outline the genealogy and workings of the notion of art cinema that developed in various forms and shapes in post-1971 Bangladesh over last four decades. First, it demonstrate how these cinemas represent different methods used by Western-educated, cultural-modernist Bengali Muslims in creating a discourse of art in the realm of cinema. In the first step, chapter presents the relationship between the Western-developed notion of art cinema and Bangladeshi middle classes. Here, first situating the middle-class modernists in between Western art cinema and Bangladesh popular cinema, it delve into how film club discourse in this land made possible a strong and ongoing interaction between the modernist middle class and international art cinema over the last five decades.