The video image was recorded almost entirely in real time by using the camera shutter to create a haptic series of ellipses of time and space. The audio track, through the use of iterative wavetable distortion and granular synthesis, attempts to explore the world of 2nd-order sonorities, The original, underlying structure is derived from sampled transient noise components and other microscopic events. An effort is made to contrast smooth, stationary, constant sections with turbulent, particulate sections and to include random, improvisational-like gestures that relate to the overlapping and folding of the image.