Abstract contemporary sculptures at a museum, male and female mannequins at a downtown mall, the Venice Beach and Santa Monica Promenades with their various attractions of hawkers, exhibitionists and vendors; these are all the subjects of this film. Added to the collection are a ride on a carousel composed of beautifully restored antique horses, a tram ride to the heights of the Getty Museum, an inner city LA bus ride, and the journey to the Boston airport from Maine. This material is blended together by layering, multiplying and repeating sequences to produce a array of colors, shapes, objects and sounds. that reflect the effects of a brief visit to Los Angeles.