Filmed in Baltimore at The Great Blacks in Wax Museum, the Peabody Library, and the Walters Museum, the film stars the famed blaxploitation film director Melvin Van Peebles and an archetypal, Foxy Brown-type character played by Vanessa Myre. Baltimore, incorporating high tech special effects and futuristic disjunction, pays homage to 70's blaxploitation films inspired by the styles, gesture, language and iconography explored in Julien's documentary film on the genre Baadasssss Cinema.