In 1965, Lawrence Jordan worked as an assistant to Joseph Cornell on his boxes and films. Jordan filmed his work extensively and as much as he could of the artist (and it is the only film-footage that exists of Cornell). Jordan edited the film in 1978 when he determined that it would be a kind of personal journalistic tribute to the man who taught him so much. Seen are close-up interiors of many boxes, some collages and a few shots of Cornell. You hear the things the legendary artist said to Jordan (as the latter recalled them) and the thoughts of the filmmaker in reflection.