This article explores the new movie milieu created by the Shanghai Y. M.C.A. in the early twentieth century in Shanghai that was associated with the modernization of moviegoing. After cinema came to Shanghai at the end of the nineteenth century, it was mainly exhibited at commercial amusement sites, most of which were notorious for the lack of public morals. The movie milieu which emerged as a part of the commercial amusement culture in Shanghai succeeded that of traditional theatergoing. Watching a movie was not the exclusive and ultimate purpose for moviegoers during that era; they usually enjoyed eating, drinking, and chatting with friends while a movie was exhibited. Moreover, immorality and vulgarity were always associated with movie exhibition venues in Shanghai. However, during the 1910s, Shanghai Y.M.C.A.'s non-commercial movie exhibitions contributed to the improvement of the cinema's social standing as well as the discovery of movies' educational values. The Y.M.C.A. exhibited movies as "wholesome and healthful entertainment," which means that the movie screenings at the Y.M.C.A. were completely devoid of the vulgarity of Shanghai's other commercial movie exhibitions. These movie exhibitions at the Y.M.C.A. can be roughly categorized into the following two types: (1) as entertainment during recreation events and (2) as visual aids for lectures. In the former instance, movies were projected at various meetings for the sake of civilized and modern leisure. Although the genres of the films screened at these events ranged from documentary to detective series, based on their policy for movie selection, it was obvious that the association considered movies a modern, healthful form of entertainment that cultivated young people. The purpose of utilizing movies in the latter instance emphasized the educational value of movies. The association had an explicit policy both for improving public health and popularizing scientific knowledge and industrial techniques through the lectures held in various occasions. In order to attract wider audiences, the primary concern for the Y.M.C.A. to develop their lecture events was the effective use of lantern slides and then movies. In order to achieve this purpose, the association established the new section that specialized in publishing visual aids for the lectures. The director of the section, W.W. Peter, later contributed to the Commercial Press, a representative publisher that produced a number of movies in the early era, by producing one of their first documentary films. Both of these types of movie exhibitions helped to prove that cinema had great usefulness, especially for social education in China. Such exibitions also allowed many young new elites in China, who considered the Y.M.C.A. as a place to develop their social skills and create human networks, to be absorbed in cinema. The movie exhibitions sponsored by the Y.M.C.A. can thus be said to have led to the awakening of China's new movie exhibition culture, which flourished during the next decade.