It's 1933, during the Great Depression, the story opens with a close up of an ape, but this is not our King Kong, it's a small tree monkey. Various shots of other animals are seen in a New York zoo - with no patrons visiting.
We cut to slum districts, people living in tin shacks, toughing through the hard times. Yet for those with money, they fill the streets with their cars, downtown is packed with a flurry of citizens.
Images are shown of those with jobs and those without - constructions workers building skyscrapers, long lines at a soup kitchen, a man digs out an apple from a trash bin, kids playing baseball in the street, people are evicted from their homes, criminals arrested, and people sleeping on park benches.
The show must go on . . . but in vaudeville, the performers experience their own struggle of making a living. A vaudeville actress Ann Darrow (Naomi Watts) is seen performing at a theater that is half empty. We see various vaudeville acts mixed with images of the poor. After the show, the performers are in their dressing room.
Manny [practicing sneezes]: That's a funny one. Isn't that funnier?
A young actor notices a stage play book on Ann's counter - a play by Jack Driscoll, her favorite playwright. Ann and Manny (William Johnson) leave the theater. Manny, a fatherly figure to Ann, takes her to dinner. The next day, the performers are shocked to see that the theater is closed and they received no paycheck. Manny tells Ann he is giving up and heading back to Chicago. He tells her she should try for that part in Driscoll's play.
Later, Ann intentionally runs into Mr. Weston (David Pittu), an agent for the play. He's not thrilled to see her, apparently she has hounded him before. She tries to convince him she's perfect for the part, but he delivers the bad news the part has already been cast. First he rudely suggests that she "sell her looks" to keep from starving, in other words, prostitution. Then he offers her a role in a new place, he recommends she takes the gig and forget she was ever there.
We cut to a studio screening room. Carl Denham (Jack Black), a stuggling filmmaker, watches intensely.
Zelman: How much more is there?
Assistant: Another five reels.
With him, are a group of men who have financed his current project. After watching footage of what he's produced so far, they are not pleased.
Zelman: Lights up
Investor: This is it? This is what we get for our $40,000, Denham? Another one of your safari pictures?
Sleazy Studio Exec: You promised us romantic scenes with Bruce Baxter and Maureen McKenzie!
Carl accidently lets slip that his leading stars are going to steam up the screen once they get them on the "ship." The backers are now furious he has chartered a ship since Carl was suppose to be filming on the back lot.
Carl goes into a sales pitch how his project is much bigger than just a movie, he has come across a map of an unchartered island. This is where he plans to shoot his picture.
Sleazy Studio Exec: Will there be boobies?
Denham: Boobies? What are you, an idiot? Do you think they asked Cecil B. DeMille if he wasted his time on nudie shots? No! They respected the filmmaker! They showed some class! Not that you would know what that means, you cheap lowlife!
The backers have heard enough, knowing this will cost them more money. They ask Carl to step out a moment. Outside the room, his young assistant, Preston (Colin Hanks), is sitting there waiting.
Carl takes a drinking glass, placing it on the wall, and uses it to listen in on the backers conversation. The backers decide that they should cut their losses and sell what animal footage Carl has filmed to Universal Pictures. When they call Carl back in, he has disappeared. Carl and Preston race to a taxi. Carl plans to go ahead with his film project despite Preston's protests of not being prepared and no money. The backers soon catch up with them, but Carl and Preston manage to escape.
Denham: Don't worry, Preston. I've had a lot of practice at this. I'm real good at crapping the crappers.
Preston informs Carl their lead actress has pulled out. Preston admits he told the actress they were not shooting in Singapore.
Denham: God damn it, Preston, all you had to do was look her in the eye and lie!
Denham is now faced with coming up with a replacement. Denham asks about a number of actresses, but Preston shuts him down for various reasons. They need an actress that can fit into their current leading lady's costume.
Denham: Fay's a size four.
Preston: Yes, she is, but she's doing a picture with RKO.
Denham: Cooper, huh? I might've known.
Preston implores they should delay production, but Carl ignores his warnings and exits the Taxi. He tells Preston to get the Driscoll screenplay and heads off to find an actress.
Denham: Defeat is always momentary!
Denham wanders through the streets, stopping at a burlesque. He sees nothing but photos of sleazy looking women. Other women wearing heavy make-up enter the theater, definitely not what he had in mind. He starts to enter the theater until he notices Ann. This two bit burlesque theater is the "new place" Mr. Weston has booked for Ann.
She just stands there, torn between pride and hunger. Ann crumples the card from Mr. Weston and walks away. She comes to a fruit stand, hesitantly, she steals an apple. The owner catches her, but Carl comes to her aid, producing a nickel that she "dropped" so she can pay the vendor. Moments later, she is enjoying a full meal courtesy of Carl. He doesn't waste any time asking her about her dress size. Ann takes this as a sleazy proposal and gets up to leave.
Denham: Miss Darrow, please, I'm not that type of person at all.
Darrow: What type of person are you?
Denham: I'm someone you can trust, Ann. I'm a movie producer.
Denham calms her down and convinces her to sit and listen to his proposal. Carl explains he is about to leave on a ship to finish his movie in Singapore, and he has been looking for an actress to replace the leading lady who has dropped out. He shares the story of what his film will be based on. To Carl's surprise, Ann finishes the story for him, concluding with a sad ending.
Darrow: Good things never last, Mr. Denham.
Denham pressures her that he is on a tight schedule, but Ann is hesitant about accepting the offer.
Denham: Ann, I'm telling you - you're perfect. Look at you. You're the saddest girl I've ever met. You're gonna make them weep, Ann. You're gonna break their hearts.
Darrow: See, that's where you're wrong, Mr. Denham. I make people laugh, that's what I do. Good luck with your picture.
Denham: Ann? Miss Darrow, please! I'm offering you money. Adventure, fame, the thrill of a lifetime, and a long sea voyage. You want to read a script? Jack Driscoll's turning in a draft as we speak.
Darrow: Jack Driscoll?
Denham: Sure, why? Wait. You know him?
Darrow: No, not personally. I've seen his plays.
Denham: What a writer, huh? And let me tell you, Ann. Jack Driscoll does not want just anyone starring in this picture. He said to me, "Carl, somewhere out there is a woman born to play this role." And as soon as I saw you, I knew.
Darrow: Knew what?
Denham: It was always going to be you.
They arrive at the dock, when Ann gets out of the taxi, she sees a massive cruise liner.
Darrow: Is this the moving picture ship?
Denham: Not exactly. It's actually this one over here.
Denham snaps her attention to the ship they're to take - a rusty old tramp streamer. Preston informs Denham that the studio called the cops. Captain Englehorn (Thomas Kretschmann) insists they have to wait for the manifest - paperwork.
Denham: I'll give you another thousand if we leave right now.
Englehorn: You haven't given me the first thousand yet.
Denham [scoffs]: Can we talk about this later? Can't you see we are in the company of a VIP guest?
Darrow: Ann Darrow.
Englehorn: So, you are ready for this voyage, Miss Darrow?
Darrow: Nervous? No. Why? should I be?
Englehorn: It isn't every woman who would take such a risk.
On Denham's cue, Preston offers to take Ann to her cabin.
Denham: $2,000. It's a deal. Will you take a check?
Englehorn: Do I have a choice?
Ann hesitates to step on the boarding ramp, then she takes her first step to the amazing journey before her.