Phrases of Stephen Foster, set to music by Joel Heartling, are set to film in this autobiographical piece: a solitary female voice, occasionally joined by a chorus, sings phrases of sorrow as we watch a solitary man in shadows in an unadorned house: he stretches out, he picks his feet, he walks across a room, he rocks in a chair. Occasionally he watches two young children at play; the film sometimes speeds up. Handwritten words, like "dark void" and "waiting longing," cross the screen. Film and phrases often come in short bursts. Outdoor it looks gray and cold.

BRAKHAGE explores the depth and breadth of the filmmaker’s genius, the exquisite splendor of his films, his magic personal charm, his aesthetic fellow travelers, and the influence his work has had on generations of other creators. While touching on significant moments in Brakhage’s biography, the film celebrates Brakhage’s visionary genius, and explores the extraordinary artistic possibilities of cinema, a medium mostly known only for its commercial applications in the form of narratives, cartoons, documentaries, and advertising. BRAKHAGE combines excerpts from Brakhage’s films and films of other avant-garde filmmakers (eg, George Kuchar, Jonas Mekas, Willie Varela, Bruce Elder, and others); interviews with Brakhage, his friends, family, colleagues, and critics; archival footage of Brakhage spanning the past thirty-five years; and location shooting in Boulder, Colorado and New York.

We move back and forth between scenes of a family at home and thoughts about the stars and creation. Children hold chickens while an adult clips their wings; we see a forest; a narrator talks about stars and light and eternity. A dog joins the hens and the family, while the narrator explains the heavens. We see a bee up close. The narrator suggests metaphors for heavenly bodies. Scenes fade into a black screen or dim purple; close-ups of family life may be blurry. The words about the heavens, such as "The stars are a flock of hummingbirds," contrast with images and sounds of real children.