The faces in the old 16 mm film flow across the editing screen like visions in a dream. The black-and-white footage has a soft, almost sepia tone. There is no sound, just scenes from a Pennsylvania Avenue club.

For years these movies of Baltimore's Sphinx Club were the stuff of rumor and gossip. People remembered them, but didn't know where to find them. They had disappeared, just like the club that once helped sustain a community.

Jeff Smith, an independent filmmaker, had spent six years trying to make a documentary about the club. It was an on-again, off-again project, a long shot fed by hope. A $7,500 Maryland Humanities Council grant helped him make a five-minute overview, but there was much more to do. Holes in the story needed to be filled. People had to be interviewed before they died.

"There have been times when I've felt, 'This is it. This is the end,' " says Smith, 47, who thinks of himself as a "cultural visitor," a white guy delving into black history.

Then last month he found the film, nine canisters tucked away in an old West Baltimore building. Suddenly, the long shot seemed possible. The story was brought to life. Here was black Baltimore in all its fun-loving elegance, men and women laughing together in a shared space. Some reels showed them golfing, riding horses, playing softball in Druid Hill Park against a Washington club.

The story begins in 1941 with one Charles P. Tilghman and his interest in the nightclub business. He had worked in other clubs, but wanted his own place. Using $1,800 given to him by a friend, he took over a liquor license at the run-down Golden Rod Cafe.

By 1946 he decided Baltimore's black community could use a "members only" club. The Golden Rod's location was perfect, bustling Pennsylvania Avenue in Old West Baltimore. Tilghman's place wasn't going to be some bucket-of-blood where the police showed up every weekend. The Sphinx Club was to be reputable, respectable, a good neighbor to St. Peter Claver Catholic Church over on Presstman street.

A line from the club's 15th anniversary yearbook, printed in 1961, sums up the goal: "Simply stated, it was to be the night life in its most elegant and disciplined form."

Men wore coats and ties. Women wore evening dress. In the film footage, everyone has a cigarette or a cocktail. You can imagine a member rushing in out of a rainstorm, smiling and paraphrasing Robert Benchley's line about getting out of the wet clothes and into a dry martini. It was that kind of place.

The yearbook boasts that the club's 8,000 members together earned $30 million a year and bought 1,000 new cars. That may sound elitist and self-congratulatory, but Biddy Wood, a longtime member, says the club's sense of family is what truly made it a remarkable place.

You could get a job lead at the Sphinx, pick up a few votes if you were running for office, share a laugh with Redd Foxx. Even today, obituary notices proudly mention that the deceased once belonged to the Sphinx Club.

Though the club lingered into the early 1990s, its heyday was during the first 20 years after World War II. The veterans came home with a new sense of hope. The G.I. bill opened doors and brought prosperity. The Sphinx Club became their place, attracting professionals and lawyers, such as Judge Robert Watts, one of the first blacks on Baltimore's judicial bench. "Big Daddy" Lipscomb and other Baltimore Colts were regulars.

Places like the Sphinx Club could be found all over America. Washington had Evelyn's Pastel Room. New York City had the Red Rooster. "Back then in segregation you had to know where the stop-off places were," says Wood. "Every city had its clubs."

Over the years, the place became an indispensable part of the neighborhood. And at the center of it all was Charlie Tilghman, reigning impresario and all-around friend. He often dipped into his own pocket to help someone out of a tight spot.

"He bought some cars. He bought some houses. He paid some rents, cleared some debts," says his son, Randy Tilghman, 54.

In the 1961 yearbook, the elder Tilghman wrote: "Opinions of my operation of the Sphinx Club have run the gamut. Labels run from crude, crass, uncouth, susceptible, gullible, dumb and lucky to smartest, most congenial, well liked perfect host, and most understanding 'Father' and 'Uncle.' To be sure, at one time or another I have displayed all of these characteristics."

Talk to Randy Tilghman about the club and his eyes light up.

"Wherever I go right now, 'Hey, Randy Tilghman from the Sphinx Club!' like the club is still around the corner," he says, sitting in the basement of the Lakeview Towers senior citizens home. "People will not let the club die because it meant so much to them."

Tilghman grew up spending nights sleeping above the club. During the disco years he put on a cowboy hat, boots and glasses, called himself "Wild Bill Tilgh" and played records on dance night. He can tell you about the football players and stars who came through the club. Then there was Ebony, a mutt who wandered in one day and stayed. She is buried behind the club. All these tidbits feed into Smith's documentary.

"It would be the kind of thing that if there was never another Sphinx Club, people could put it on and say, 'I was there. I remember that club,' " says Tilghman. "Everybody takes a little bit of that club and ties it in with their own story."

When his father died in 1988, Tilghman took over the full-time operation and kept the club open for a few years. He went out of business in 1992, but kept the rights to the name "Sphinx Club."

"In my heart I had the idea of getting another club, another building," says Tilghman, now a maintenance assistant for the city Housing Authority. "I'm not going to strike it out. I'm not too old. I still enjoy people. I still enjoy that atmosphere."

Like Smith's, Tilghman's dream is a long shot. He wants to recapture the old magic, open a place where any upstanding soul with a fat wallet can call out "Ring the bell" and the bartender, will pour a round, just like in the old days. A few years ago, Smith sought out Tilghman to get his memories of the club's story.

Tilghman recalls: "I said to myself, 'This is strange. This is a young Caucasian who seems enthusiastic enough to delve into this.' He's really adamant about what he wants to do. He'll call me, six months, a year, 'Randy, I'm still working on it.' "

Smith also looked up Wood, who had toured the world managing the career of his wife, Damita Jo, a rhythm-and-blues singer. He has since become one of Smith's consultants, making sure the "cultural visitor" gets the story right.

He has his own nostalgia for the old days. "There's a verse in an old blues song: 'You never miss your water till the well runs dry," says Wood, 75, over the jazz filling a McCulloh Street club. "People in general always thought there would be a Sphinx Club. Like you think you'll always have a home."

While the films hold the story of those remembered days, the rest of the Sphinx Club's story is written in the neighborhood's slow, sad decline. As housing restrictions were eased in Ashburton, Mondawmin and Forest Park in the late 1950s and 1960s, people moved out of Old West Baltimore.

"People were able to break out of the ghetto, out of the inner-city," says Wood. "You drove back in town to get that old family feeling, that old-time religion."

Stop by the building at 2107 Pennsylvania Ave. these days and there's no sign of that treasured past. The place has been given over to squatters and strays. Whoever wants can pull the back door open. You could hold a seance inside and listen for the ghosts of Tilghman and Harry "Buttercup" Chase, the club's official greeter who considered himself the mayor of Pennsylvania Avenue.

Around the corner is the Druid Heights Community Development Center. Smith sought the group's help in getting money for his documentary. Rick Edwards, a development specialist at the center, saw the project as a natural for Druid Heights.

"It's important to share it with people," says Edwards, 38. "You see a lot of people get hooked on the whole picture of the African-American experience and forget what individuals did in little communities."

Edwards particularly likes the idea of highlighting Charley Tilghman's contributions. He'd also like to open a theater and call it the New Royal Theater. It's another long shot, but the center is building houses in the neighborhood. Old West Baltimore might yet recapture some of what Wood called, "that old family feeling."

"I want to bring the community back for the people in the community because I think they deserve it," says Edwards.

For Smith, there is the task of bringing the community and the city a document of its collective past. Before the film was found in, of all places, the club's basement, he had collected photographs, news clippings, memories of old men and women. With the film in hand, money's all that's missing.

"You always think optimistically: 'If I could just get this chunk of money, then I could get another, and another,' " says Smith, who figures he needs $100,000. "That's not pure money. It could be in-kind contributions."

He is an unlikely chronicler of this history -- he was raised in upstate New York. Now he lives in Carroll County.

"Yeah, it's black history, but it's also American history and I think everyone should benefit from it," he says.

Even with the film in hand, the project moves forward at a snail's pace. If he had a spare $1,250, he could transfer the films to video. He is like most independent filmmakers, collecting material, working in stops and starts, pursuing a long-shot dream.

"Of course we'd like to see the project done in a timely way," he says, "but time has been a friend because the project has evolved in a way it could not have if I had all the money in the beginning."