This work is an exploration of digital still camera motion clips I recorded while visiting the downtown art district of Los Angeles. In retrospect one can say the end result is very different from the beginning, as is so often the case. Initially, material shot with a digital still camera of a visit through the art district of downtown LA during “art walk” day, was the starting point. Once it was transferred into a computer editing system, the realistic imagery of people, places and things, was transformed into explorations of shapes, patterns, colors, text, rhythms and sounds. It was stretched, squeezed, turned upside down, continuously repeated and otherwise distorted both in picture and sound…with playful intentions. Some obscured somewhat recognizable images do remain: a face, eyes, sunglasses, a street corner, a police car, a woman singer and an outdoor concert, another woman eating a piece of cherry pie at a restaurant. They invite interpretation and meaning yet remain illusive.