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This piece was written in memory of Tom Kennedy (1953-2007). The piece begins with the traditional tone study done by the first flute. This is answered by the remaining three flute parts and then a brief segment by the low parts. Several motifs are established in the opening seventeen measures. The basic motif of a whole step down followed by a half step downward set up many of the themes which appear throughout the piece. Cluster chords appear several times throughout the piece and numerous dissonances appear and resolved very quickly.