In 1995, The Celluloid Closet covered the history of gay and lesbian representations in US film, with a focus on mainstream movies. This IFC (Independent Film Channel) documentary follows up with a look at independent lgbt filmmakers in the US, and ends with mainstream productions like Brokeback Mountain, which involve more established filmmakers beginning to add gay and lesbian elements to their projects.

Early 1960s and 70s filmmakers who really pioneered a new queer cinema are discussed, moving into the age of AIDS, the importance of documentaries to political movements, and the explosion of independent filmmaking in the 1990s. Gay and lesbian films began winning at Sundance and have been a key component of independent film ever since. What may have originally been predominantly white gay men's films have broadened into representation from a much larger expanse of the lgbt community, including racial and ethnic diversity and transgender characters.

Lesbian actors, directors, writers, producers and critics interviewed include Donna Deitch (Desert Hearts, Common Ground, The Women of Brewster Place), Marga Gómez (Laughing Matters, The D Word, Desi's Looking for a New Girl, Out There, In the Life, Traveling Companion), Nina Landey (Treading Water), Jennie Livingston (Paris Is Burning), Jane Lynch (Best in Show, Little Black Boot, Promtroversy, For Your Consideration, "The L Word"), Heather Matarazzo (Welcome to the Dollhouse, "Strangers with Candy," "The Rules: A Lesbian Survival Guide"), Jenni Olson (She's Safe!, Homo Promo, Blue Diary, The Joy of Life), B. Ruby Rich, Angela Robinson (D.E.B.S., "The L Word"), Rose Troche (Go Fish, "The L Word," "South of Nowhere"), Guinevere Turner (Chasing Amy, Preaching to the Perverted, Stray Dogs, Go Fish, The Watermelon Woman, "The L Word," Hung, Kiss Me Guido, FtF: Female to Femme), Christine Vachon (A Dirty Shame, Boys Don't Cry, Wildflowers, I Shot Andy Warhol, Kiss Me Guido, Go Fish) and Alice Wu (Saving Face).