In 1999, Joanna Priestley and Karen Aqua were independently selected to be artists-in-residence at the Fundacíon Valparíso in Mojácar, Spain. Aqua's husband, composer/musician Ken Field, was also selected. Aqua (from Boston, MA) and Priestley (from Portland, OR) spoke before leaving for Spain and decided to make a film together during their residencies. They purchased tan colored 8.5 x 14" paper and punched it with peg holes and Aqua brought a huge pile of Prismacolor pencils.