This course will raise theoretical issues of spectatorship, tone (irony, distanciation, citation) gender, genre, while being firmly grounded in the formal analysis of filmic text; the construction of the filmic text and its "meaning," and the destruction of subject by means of abyssal structures (mises-en-abyme, structural or metaphoric infinite regresses); Fassbinder's ideological fatigue and complex sexual politics, Godard's political innocence (which is not the same as naivete), his cinematic energy amidst his films' increasing cultural despair.