Life and artistic expression collide in the early 1930s as Marc Blitzstein (Hank Azaria) is writing songs for the musical 'The Cradle Will Rock'. In these times many people are anxious for work and struggling to survive, while others live in opulence in the heart of Depression. The musical is being directed by Orson Welles (Angus Macfadyen) and produced by John Houseman (Cary Elwes) both of whom attempt to keep the production going even when funding is cut because of concerns from the House Committee on Un-America Activities. While they move the production to another theater, the performers are forbidden by their union to perform. When Blitzstein takes the stage by himself to perform, many of the actors end up participating from the audience. While this is going on a mural by Diego Rivera (Ruben Blades), and commissioned by Nelson Rockefeller (John Cusack), is destroyed because he won't remove the face of Lenin. All of this serves as a commentary on the state of affairs in 1930s America.