Traces the Beats from Allen Ginsberg and Jack Kerouac's meeting in 1944 at Columbia University to the deaths of Ginsberg and William S. Burroughs in 1997. Three actors provide dramatic interpretations of the work of these three writers, and the film chronicles their friendships, their arrival into American consciousness, their travels, frequent parodies, Kerouac's death, and Ginsberg's politicization. Their movement connects with bebop, John Cage's music, abstract expressionism, and living theater. In recent interviews, Ginsberg, Burroughs, Kesey, Ferlinghetti, Mailer, Jerry Garcia, Tom Hayden, Gary Snyder, Ed Sanders, and others measure the Beats' meaning and impact.

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."