Rough versions of the film were screened at festivals as early as 1972 (including a Cannes premiere in 1973[1][2]), and the most well-known cut was completed in 1976.

In 1971, Nicholas Ray received an invitation to lecture at Binghamton University's Harpur College, which had at the time just established a film department.

[3] This led to Ray being offered a two-year teaching position at the department, which had been founded by Larry Gottheim and the experimental filmmaker Ken Jacobs.

Ray became close with his students, and together with them moved into a house off-campus where the group formed a filmmaking commune.

The film was made using a wide variety of equipment and shooting formats, including Super 8, 16mm, 35mm and a video synthesizer which had been donated to the project by Nam June Paik.