This film describes a psychological state "kin to moonstruck, its images emblems (not quite symbols) of suspension-of-self within consciousness and then that feeling of falling away from conscious thought. The film can only be said to describe or be emblematic of this state because I cannot imagine symbolizing or otherwise representing an equivalent of thoughtlessness itself. Thus the actors in the film, Jane Brakhage, Tom and Gloria Bartek, Williams Burroughs, Allen Ginsberg, Peter Olovsky and Phillip Whalen are figments of this 'Thought-Fallen Process', as are their images in the film to find themselves being photographed."
| Actor | Role |
|---|---|
 Jane WodeningSelf | Self |
| TTom BartekSelf | Self |
| GGloria BartekSelf | Self |
 William S. BurroughsSelf | Self |
 Allen GinsbergSelf | Self |
 Peter OrlovskySelf | Self |
| PPhilip WhalenSelf | Self |