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A small VHS only video store faces foreclosure in a poor community. While watching the store for the owner, a blundering employee’s friend accidentally erases all of the tapes. In order to keep their blunder from becoming apparent, the duo of Mos Def and Jack Black begin remaking the films themselves using homemade special effects and outdated filming techniques.

Against the backdrop of a nation on the brink of revolution, Uncle Sweetheart (John Goodman) and Nina Veronica (Jessica Lange) are slimy promoters planning a benefit concert. They desire the services of legendary singer Jack Fate (Bob Dylan), and soon Fate is sprung from jail. A rock journalist (played by Jeff Bridges) investigates the concert, attempting to determine just who will benefit. Revolution may be raging outside the arena, but Jack Fate and the benefit concert play on as planned.

In 1933, after leaving Dogville, while traveling with her father (Willem Dafoe) and his gangsters to the south of USA, Grace Margaret Mulligan (Bryce Dallas Howard) sees a slave ready to be punished in a property called Manderlay. The slavery had been abolished seventy years ago, and Grace becomes revolted with the attitude of the owners of Manderlay, keeping slaves in their cotton fields and following predetermined despicable rules called “Mam’s Law”. Grace decides to stay with some gangsters in Manderlay and give notions of democracy to the slaves and to the white family. When harvest time comes, Grace sees the social and economical reality of Manderlay.