On the eve of World War II, did Humphrey Jennings make a film about the 1937 Paris Exposition? Walter Benjamin seems to think so. Jennings, British filmmaker and Surrealist, and Benjamin, Marxist philosopher, were both in Paris in 1937, although their paths didn’t cross. But, some years later, they both meet on a perch on the sky. As Jennings and Benjamin watch the film of the Paris Exposition go by in slow motion their conversation is jousting and gossiping, exposing differences between British and European positions. Focused on their two great unfinished works, Jennings’s Pandaemonium and Benjamin’s The Arcades Project, they discuss Modernism, Surrealism, progress, history, technology, capitalism as spectacle, and the consequences of a divided Europe.’