Milan Talkies is a love story set in Uttar Pradesh between an aspiring film director, Annu, and a young college going girl, Maithali, who belongs to a hardcore Panda (priest) family. Annu, with the help of his three best friends; Fattu, Mayank and Qurbaan, makes small budget films, where he gets the local town people to act. They are helped by Usman Bhai, who's a projectionist at Milan Talkies, a single-screen theatre in the heart of the city, which is usually their main hangout place. As an additional means to make quick money, the four friends also collaborate with college professors to help weak students cheat and pass in exams in exchange of heavuy commission. Maithali is the daughter of Janardan Panda, a well respected Panda in his community. She is in her final year of college and her family desperately needs her to pass her final exams to get her married. Her uncle, Hariharan, hears about Annu selling the question papers and appraoches him. When Annu sees Maithali for the first time, he gets mesmarised by her. Then, during the final exams, Annu and his friends help the students cheat in various ways. While the exams continue, Annu and Maithali start developing feelings for each other. Since Maithali's parents would not approve of her relationship, she and Annu meet in secret, mostly in the projector room of Milan Talkies, with the help of their friends. Meanwhile, Maithali notes down all the special moments of her relationship in her diary...