An eight-minute dialectical film about the politics of representation. More specifically, it examines the politics of filmic representation of women under patriarchy. An undergraduate male student paid it a true compliment in declaring that he can no longer look at a woman in a film without thinking about the consequences of the filmmaker's use of her as a person and as a spectacle. The film is endowed with remarkable structural and rhetorical lucidity. Its image track consists of technologically manipulated images of women, and some printed titles. Its soundtrack consists of a dialogue between a Man (a filmmaker) and a Woman (of whom he's going to make a film).