Originally a sound-art work created for the Museum of Contemporary Art Denver by musician/artist Ronnie Cramer, who scanned the covers and inside pages of a number of lurid, vintage paperbacks, then ran the collected image and text data through a variety of synthesizers. The resulting sound files were then processed and remixed into the soundtrack for Pillow Girl film; the visual portion of the film makes use of the over 200 covers, with one illustrated figure morphing into the next every two seconds.