After filming Claes Oldenburg's Ray Gun Theater Happenings in 1962, and inspired by the saturation of all facets of modern life with sexuality, Saroff set out to create a new film in 1963-4. Joined by three artist/actors—Lucas Samaras, Peter Holbrook, and Bob Stanley—Saroff filmed in the Manhattan subways, on rooftops, in the workroom of an IBM office filled with giant computers, and in the buildings of lower Broadway. He also appropriated imagery from television, such as liquor and cigarette advertisements, and spliced in found footage of an old "blue" movie. Very much a document of its time, this is a silent, black-and-white "art film" photographed on location with a hand-held camera using only available light. The editing emphasizes the mechanical artificiality of consumerism as opposed to the earthiness of the everyday, with its crude but honest appetites, presumptions, and vanity.