Former actress Nancy Cain joined the Videofreex after she took a job working on a CBS pilot that was to replace The Smothers Brothers Comedy Hour. CBS executive Don West had hired writers from Chicago’s famed improvisational comedy troupe, Second City, to create a hybrid television variety show, though Cain recalled that “he really wanted to create a cutting-edge documentary show.” West heard about the Woodstock footage, so he and Cain headed down to Ratcliff’s loft and were stunned by the tapes. “First Day #1 and First Day #2 documented a help tent for kids who were freaking out on drugs,” Cain said of the fuzzy black-and-white footage. “Don hired them immediately, and we all started on a pilot show to present to the network.” The group went from having no money to working with a healthy five-figure budget, which was a lot of money for the time. Mary Curtis Ratcliff remembered going to the bowels of CBS and, like kids at Christmas, hauling away whatever they wanted from a massive video equipment room. The ’freex stood out in CBS’s headquarters, a high-rise building called Black Rock where everything was carefully controlled by the network, from the air conditioning to the artwork on display. “There we were in our new suite of offices,” Cain said, “with posters and tacks on the walls—and music, boom boom boom—people going in and out twenty-four hours a day.” With all the resources and equipment they could ask for, the group began working on their doomed television show pilot, Subject to Change.

From Chapter 22 of The Downtown Pop Underground — order online, or from a local independent bookstore

Nancy Cain, a member of the Videofreex, remembered Shirley Clarke as a wonderful, lively person whose Chelsea Hotel roof­top penthouse was like a salon, filled with artists, students, visitors, and her two little poodles. Fellow Videofreex member Skip Blumberg added, “Shirley was very eccentric, and I think, kind of out of her mind.” Her frenetic nature was expressed in the way she looked and dressed, with lipstick that sometimes smeared beyond her lips, and her place was a cacophony of cables, electronics, and other equipment. Videofreex members participated in the Tee Pee Video Space Troupe activities as well, and Shirley was also involved in their group. “Things were fluid then,” Blumberg said. “It wasn’t proprietary. So when Shirley worked on our thing she was one of the Videofreex, and when I worked on her things I was part of the Tee Pee Troupe.”

From Chapter 22 of The Downtown Pop Underground — order online, or from a local independent bookstore

Nancy Cain remembered people on the street being amazed by their Portapaks because, at that time, most people had never seen themselves on a video screen before. More than being a mere novelty, the Videofreex were trying to create media on their own terms. “We wanted to make our own world,” Mary Curtis Ratcliff said, “and this video movement was part of changing the world. There were only three networks—ABC, NBC, and CBS—so this was an underground way of getting information out.” Skip Blumberg added, “We had this front-row seat to everything that was going on, because the major media wasn’t covering it. And if they were, they were covering it from the outside and we were covering everything from inside.” Predictably, the other CBS executives hated West’s pet project. When the network suits descended from Black Rock to watch the Subject to Change pilot on December 17, 1969, they were taken aback by the Videofreex’s studio production. Buzzy Linhart led the show’s house band, and the downtown audience sat in bleachers. “We put the CBS executives in our neighbor’s loft,” Cain said, “and they were smoking these big smelly cigars, like, straight out of central casting. They were obnoxious and they burned a hole in our neighbor’s futon, stuff like that. Then at the end, they just stomped out. I never really thought it was going to get on the air, and I was right. But it was a great adventure, then everybody got fired. Don West, he got fired.” Over the course of five months, the Videofreex had blown through about $70,000 of CBS’s money, about half a million in today’s dollars. They may have failed in landing a major network television show, but this freed them artistically and left them with a lot of equipment.

From Chapter 22 of The Downtown Pop Underground — order online, or from a local independent bookstore

The Videofreex needed studio space to work on their DIY television show, so the network rented the Videofreex a loft at 96 Prince Street, the same building where the Paula Cooper Gallery opened in late 1968. “This was right when SoHo was beginning to happen,” Nancy Cain said. “There were some art galleries popping up here and there, but mostly it was still little factories making clothes or baking bread.” Unlike the Lower East Side, which was packed with people, only a few artists and other residents occupied SoHo’s empty industrial buildings, along with a smattering of small factories that were still operating. There were few stores around the Videofreex’s new loft—just a Puerto Rican bodega and some other small businesses. The biggest draw was Fanelli’s, right beneath the Videofreex’s loft, an old-fashioned bar that served inexpensive bean soup for lunch. “I loved that part of downtown,” Skip Blumberg said. “Everybody who lived in the neighborhood knew each other because of its small scale.” Blumberg moved into the Prince Street loft when their ragtag television studio was still being built; he put his mattress on a tall pile of sheetrock and every day it got a little lower as the construction continued. The control room was at one end of the loft—a large, open space where they hosted video shows every Friday night. The three-camera setup was much like any other television studio, but much looser and more informal (the audience sat on cushions placed on the floor and sometimes smoked pot).

From Chapter 22 of The Downtown Pop Underground — order online, or from a local independent bookstore