While ill and experiencing some difficulty in completing the editing of this film, Brakhage was reading the Marguerite Young novel, "Miss MacIntosh, My Darling.
A former Prohibition-era Jewish gangster returns to the Lower East Side of Manhattan over thirty years later, where he once again must confront the ghosts and regrets of his old life.
After losing their university jobs, three parapsychologists start a ghost-catching business in New York City and uncover a supernatural threat that could destroy the world.