C.I.A. Change
IND 023 LP

A film exploration of the work and aesthetic concepts of Yayoi Kusama, painter, sculptor, and environmentalist, conceived in terms of an intense emotional experience with metaphysical overtones, an extension of my ultimate interest in a total fusion of the arts in a spirit of mutual collaboration.

I was introduced to the Citizens for Interplanetary Activity (C.I.A.) through my old friend Ted Berk. Ted was a poet and occultist, and lived in Brooklyn near the Pratt Institute in the early 60s while I was living on St. Marks Place in the Village. I lived down the street from what became the Electric Circus, around the corner from the Fillmore East and across the street from The Five Spot. From 1961 to 1964, I had done several early film projects, in regular 8mm and in 16mm, with Ted before he had gone to Mexico, and then moved to California.

The C.I.A. (I believe they added the “Change” to their name when they went on the road to come to New York) was founded some time in early 1966, Ted and I believe, by Win Hardy*, the lead guitarist and vocalist. He was originally from Lexington, Kentucky, where his father owned a funeral home. Ted first performed his poetry with the band at a gig in Portland, Oregon at the Pythian Hall on Friday, March 3, 1966, on a bill with The Jook Savages and the Multnoman Electric Band, with lights being done by the Retinal Circus. Later, from March 21-26, the band performed at the Rock Garden on Mission Street in San Francisco, on a bill with Big Brother and the Holding Company and Arthur Lee’s Love. 

The C.I.A. Change came to New York perhaps around September 1967, just as I was finishing up the editing of the visual for the “Kusama’s Self Obliteration” film, which was scheduled to be premiered at the Fourth International Experimental Film Festival in Knokk-Le-Zoute, Belgium, that December. As we remember, the band came to perform at the Fillmore East with another group, from San Francisco called the Salvation Army. C.I.A. Change stayed on to perform at the Fillmore as an opening act for Procol Harem, and then later for Simon and Garfunkel. (!) After my meeting with the band, they agreed to do a soundtrack for the edited film. I arranged an after-hours session at the Apostolic Studios of Vanguard Records with Matt Hoffman, and old friend and fellow filmmaker, who worked as a sound engineer there.

We screened the film in the studio on a 16mm Bell and Howell and the band improvised as we ran the film a second time. We recorded it on 1/4” tape. On piano, sitting in with the band, was Paul Kilb, an actor / writer / friend, who was the star in “Twice A Man”, a short film by Gregory Markopoulos. One or two others, whose names we cannot recall, who occasionally worked with lighting behind the band as “aurora Glory Alice”, provided “Liquid Sounds” for the mix. What these “liquid sounds” consisted of, we have no idea. We were prepared to record other takes and do remixes, but upon hearing playback, everyone agreed that the track was perfect as it was. That track was what was married to the visual in the release print and it is what you have on this record. The band returned to San Francisco after this, and their spell at the Fillmore “self-obliterated” there, as it were.

~ jud yalkut
dayton ohio, august 2000


Photography and editing: Jud Yalkut. Scenario: Yayoi Kusama and Jud Yalkut. Art Direction: Yayoi Kusama. Music: The C.I.A. Change (Citizens for Interplanetary Activity) with Paul Kilb, piano; Ted Berk: chanting and words; Sound production: Win Hardy. Sound Engineer: Matt Hoffman, Apostolic Studios, New York. With Yayoi Kusama, Joe Jones, Don Snyder, and others.

"The obsessive act of covering (destruction of boundaries-identities) gradually equivalent to the ritual of uncovering (stripping away of ego); individual self, destroyed in mask/parody/clustering, is transcended. Mandalic (magic circle meditational form used to concentrate attention to a spiraling in/to a point through which new, expanded awareness is possible. The techniques of superimposition, a mere gimmick in most films, is an apt formal analogue for the dissolution of discreteness, for the meshing-merging of identities in the last orgiastic section of SELF-OBLITERATION -- we are confronted with an atomistic collection of figures interacting but one emergent, undulating Meat-Cloud-Being."
~ Paul Sharits.

"A mysteriously innocent film."
~ P. Adams Sitney, Film Culture.

“Of all the films in the competition, I like best WAVELENGTH and SELF-OBLITERATION.”
–Yoko Ono in Belgium, 1968.

"Yayoi Kusama, a crazy Japanese chick, puts dots on the whole world. Dots move in psychedelia, which moves into orgy. Smooth transition."
~ Robert Nelson, Canyon Cinemanews.

Prizewinner: Fourth International Experimental Film Competition, Knokke-Le-Zoute, Belgium, 1968. Second Prize, Ann Arbor Film Festival, Michigan, 1968. Selected for the Second Maryland Film Festival; the "Steps Towards a New Consciousness" program at the Whitney Museum of American Art's New American Filmmaker Series; and the collections of the New York State Council on the Arts and the Royal Film Archives of Belgium. Special Mention, the First Annual Berkeley Experimental Film Festival, for "Transcendence of the film plane in the first third of the film."


Despite the array or weirdos and dipshits who have tramped thru recording studios over the past 35 years, this spur of the moment slice from CIA Change cuts a path that nobody else has followed. Connoisseurs of today’s would-be psychedelia scene ought to examine this message from the Citizens for Interplanetary Activity as a holy relic. By mastering contrast and restraint, the band imbues their music with tension. Betraying the priestly atmosphere established by the singer’s incoherent intonations, the keyboardist lathers up a torrent of notes, then yields to the guitarist’s hint of a riff. In addition to minimal percussion and organ hums, oddball elements abound, such as a solo for a closely mic’d bucket of mop water. As the guitarist quietly, slowly, subliminally builds a theme, the rhythm section transports the evolving solo into the rock ‘n’ roll structure that the band has alluded to all along. Meanwhile the singer squares off with a vision of God that presages Father Yod’s cosmic orgasms. At the apex the record trails off into the mists and mystery of history. Perhaps in another 30 years part two will be bestowed upon us.

~ Patrick Marley


An impressive out-of-nowhere one-sided archival lp recorded in 1967 by this collective San Francisco band called the Citizens for Interplanetary Activity. Packaged in a cool, abstract full color xerox (sic) sleeve, supposedly limited to 350 copies; liner notes by Jud Yalkut (the music on this lp was recorded as a soundtrack to his 23-minute underground film Kusama's Self Obliteration) Not a lot of documentation exists on this group, but this LP is reported to be their only recorded work and has never been released before. Impressive, free-form beyond-rock exploration. One info source supplied the following in response to an inquiry: "Only one side of music, but very much in a Red Krayola vein. They were associated w/ the underground film-maker Jud Yalkut (a tangential fluxus figure). None of the 60s clods i've talked to have ever heard of 'em. Surprise." The museum of the city of San Francisco website contains the following entry on them: "march 5, 1967: Warren Hinckle III, editor of Ramparts magazine, hosted a "rockdance-environment happening' benefit in honor of the CIA (Citizens for Interplanetary Activity) at California Hall. Participants included the S.F. League for Sexual Freedom, the Diggers and the San Francisco Mime Troupe.
~ Forced Exposure


Consider the simple twist of fate as I take occasion to remember and to grieve a loss. Winston Ridgeway Hardy was an honest to God city-to-the-country boy gone evangelical? "Come Into My Kitchen" was gospel-blues with a promise: Rain. What we’re talking about here is where the choices of life and mere mortality merge into dream-sleep and reality becomes a more urgent moment in time. So "let it rain," he said. And it did.

He had become thin and gaunt, his hair long and wild with barely a hint of the red head he was once, his beard broad, bushy and graying at the ends. He was the man with the sax, eyes hidden behind shades, his body bent like a reed in the wind, coaxing the wetness of his tenor reed, into excited bleats, squeaks, squeals and honks and an occasional flourishing arpeggio woven together by stark and definitive notation, sometimes on, sometimes around, sometimes counterintuitive but it fits the moment. Even if the crowd didn’t "get it" the band did: and the show went on. Winston was a bluesman’s peer, court jester, Prince and Jack of Hearts, long live the Prince and the Jack.

Winston’s world was "gonzo". Blues, county, rock, rhythm and roll. His life, destined as much by the muses of his own creativity as by his own free will and accord. The muses were powerful ones. Music was his artistic calling and he did little else in his life, playing bars and joints around town having attained a precocious attitude long before he became legal. And his decade long sojourn on the West coast pursuing that whimsical muse of rock-and-roll stardom, which some of his friends, eventually attained.

The one exception to Winston’s musical preoccupation, and perhaps his true destiny, lay in the art of making of political and social statements. He contend for the cause of freedom, peace, justice and the civil rights of all men to the point of confrontation, his political calling within the body politic, as it were. What? Am I subscribing to this brother’s integrity? As a matter of fact, I am.

Even so, Hardy remained irreverent, egoistically enamored and driven by the sense of "you think we’re good now, just you wait, - expletive deleted - …er." He was no less manic than the day he was born and every day of his life was a cause in waiting. Those who knew him, from the haves to the haves not, without exception, declared him to be honest, forthright dependable to a fault. Otherwise, they declared him to be an egomaniac and a little insane, a slight exaggeration, but even so a suitable hyperbole. Hardy was, "dramatically cool" and his arrogance long since replaced by supreme confidence, and the residual dramatic ego made him to be one of the really few " personalities" in the business, here and about.

For Winston, music was a matter of evolution and natural selection and a smattering of the I - ching, and the perfect zen - baptist invocation (muuji-fuuji – let’s drink, let’s smoke, let’s rock! O’, ode to the tolerable parity of art and artist. The emergent style of this band was established around his stylistic penchant for sound based on ancient Native American drum and percussive styles and the sound produced by a Harley-Davidson. The result was an eclectic menu of blues, rock, rhythm and originals, and anything else inspired by the muses of the moment coming together in, more or less, perfect emergence.

Sometime before his passing, Win called me over to listen to a cut on Bob Dylan’s Time Out of Mind. "Listen to this one," he said. "This song is the beginning and end of my destiny. It’s not dark yet," he said, "but it’s gettin’ there." Let it rain. He was my best friend and I shall miss him very much.

~ Rocky Adcock
Louisville KY