The three faces (two women and one tranvestized man) in the series of close up, which are shot separately in their sexual process of the acting and the real, are intercut and edited making into a film. The sound is the voice of continuous laughing of a woman repeated from a loop-tape. What I try to realize in this film is the question of gender through the facial expression in sex between woman and tranvestized man, and the image in detail between the ac ting and the real life. When these factors are mixed, one can hardly distinguish one from the other.