Los Angeles is a colorful city with an equally colorful past. This documentary attempts to present a surreal but educational look at its metamorphosis from sleepy Spanish pueblo to sprawling megapolis. The film is divided into distinct sections including "The Beach," "The Valley," and "The Auto." Using a combination of comments from such celebrities of artist David Hockney, director John Milius, and writer Joan Didion about how living in the City of Angels has shaped their careers. For example, crime-writer James Ellory was inspired to his craft by the brutal, unsolved murder of his mother when he was only 12-years old.