Led by the success if the B-52s and R.E.M., Athens, Georgia was the most happening music scene in the country by the mid 80's. Following several different bands from different genres, this film paints Athens as a magical artistic environment where bands are not in competition, but co-exist in harmony and share the ideals of the land. Live performances of R.E.M.'s "Swan, Swan H" and "Dream (All I Have to Do)" at the Lucy Cobb Institute chapel are included. Also featured are performances and insightful interviews from: The B-52s, Pylon, B-B-Que Killers, Time Toy, Jim Herbert, Flat Duo Jets, John Seawright, Rev. Howard Finster, Dreams So Real, Peter Buck, Love Tractor, Rev. John D. Ruth, Kilkenny Cats, and Squalls.