 Archival footage, still photographs, and contemporary interviews tell the story of Hilla Rebay (1890-1967), who convinced Solomon Guggenheim to establish the Guggenheim Foundation to promote and collect non-objective art, build the museum that bears his name, and use Frank Lloyd Wright as its architect. The film s thesis is that without Hilla there would be no museum. It traces her early talent, friendships in Zurich with artists, falling in love with Rudolf Bauer, coming to America in 1927, and becoming Guggenheim s guide to modern art. The arrogant Bauer spurns her, Guggenheim s death leads to her dismissal from the foundation, but she maintains her high spirits to the end.