[1] The film is loosely based on the 1960s American figure Timothy Leary and represents the 1960s San Francisco scene, particularly the Haight-Ashbury district.

[2] Patricia Cross and her boyfriend Larry Osborne, two students in a San Francisco school, become expelled for the publication of an off-campus underground paper.

As a result, a philosophy professor, Dr. Jonathon Barnett, resigns his teaching position and decides to become an advocate for the counterculture youth movement and specifically the use of LSD.

Dr. Barnett makes an appearance on the Joe Pyne TV show to express his support of the hippie community and the use of LSD.

At a massive LSD-fueled dance, Patricia begins to have a bad trip which leads to an argument between her and Larry, ultimately splitting up the couple.

[3] The cast incorporated a number of current musical acts, real-life news figure Joe Pyne, actors, as well as extras who were from the Haight-Ashbury district at the time.

[2] [4] Actress Susan Oliver, who portrays the main character Patricia Cross, was disillusioned by the film due to its serious subject manner and the exploitation style in which it would be produced.

"[5] Todd agreed to take the role, hoping "there was a useful message to be put over by" the film and "I wanted to work in Hollywood again and the salary would compensate for some of the losses I had recently incurred.

[8] In the context of the title, it refers to the psychedelic and social activism conducted by Timothy Leary, who in the film is represented by the character Dr. Barnett whose philosophy is "Be more.

Cross imagines that she is Alice and meets men dressed in White Rabbit costumes as well as other representations of characters from Lewis Carroll's story over the course of a lengthy, free-form, disco musical sequence.

Another theme is the creation of martyrs, reflected in the film's final act, in which Larry thinks he has destroyed the head of the cult-like following only to find a ready replacement in another hippie from the organization.