This article addresses the dual topic of exhibition and production by exploring showman Cozens Spencer's popular Australian documentary, Marvellous Melbourne: Queen City of the South (Spencer's Pictures 1910). The story of this film is the role that women played - not just in the city, but in relation to the cinema: as filmgoers, workers and on-screen characters. And indeed, by focusing on Marvellous Melbourne, much can be drawn from the ways that Spencer's on-screen moving pictures were speaking to his 'movie mad' filmgoers. Evidenced in a film such as this, I am suggesting that its modern narrative - which concentrates on the modern city, and modern women in motion within the city - is very much engaged with Spencer's endeavour to provide his audience with a modern cinema experience, illuminating the fantasy and romance of a technocentric and cultured city. But before discussing how Marvellous Melbourne represented its target demographic on screen, it is equally important first to ask how it became central to the sort of city cinema programme that Spencer was attempting to create.