In the 1930s, Mike Disfarmer shot a long series of portraits of the townspeople in Heber Springs, Arkansas. This recently excavated gallery of photographs is reminiscent of America's heartland as well as the indelible times of The Great Depression. Bill Frisell took on this body of work as the main inspiration for what became a musical recording project of his own displaying his gift for revisiting and revitalizing American music. This film captures the essence of this project performed live as the sounds of Frisell's ensemble mingle with Disfarmer's pictures to achieve the fullest realization of the music.