In October 1989, estranged friends Bob Fleischner and Jack Smith died within a week of each other. Ken Jacobs met Smith through Fleischner in 1955 at CUNY night school, where the three were studying camera techniques. This feature-length work, first performed in 1989 as a live Nervous System piece, is a "luminous threnody" (Mark McElhatten) made in response to the loss of Jacobs' friends.