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Led by the success of the B-52's 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. 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 interviews frm the B-52's, Pylon, B-B-Que Killers, Time Toy, Jim Herbert, Flat Duo Jets, Love Tractor, Kilkenny Cats, Squalls, and more.