Studies in filmmaking as innovative thinking on key issues of culture, through the author's own practice; making “thought-images” by means of “image-thinking”. Her experience in making film and video installations was that making images and thinking through what the process involved and yielded, as a mode of theorizing and analysing, led to more subtle, complex analyses of and insights into the cultural productions and processes of art. Analyses embedded in the collective process of making are more open to surprise. The insights generated remain “in becoming”, rather than ending up finished. Between image-thinking and thought-images there is a perpetually moving, dynamic, and reciprocal process going on. The idea of “theoretical fiction” structures the chapters and the interrelations between film practice and theory. Making images can inspire, and is, thinking. This book sets out the ways the author has experimented with this in exploring situations in reality in social, experimental documentaries, and in fiction – films and installations based on “pre-texts”. Documentaries explore social issues through an intense interaction between participants. The fictions revisit mostly literary masterpieces, simultaneously investigating their elite cultural status and their historical prestige as “cultural legacy”, and questioning the ease with which history relegates them to the past, rendering them immutable. Films are based on Cervantes' Don Quixote, Flaubert's Madame Bovary, the writing of Descartes and a “theoretical fiction” by Françoise Davoine. The reciprocal process of image-thinking and the production of thought-images that deploys understandings of cultural artefacts, supports insight and knowledge on an integrated level of affect, cognition, and sociality resulting in a specific, effectively affective aesthetic. The book gives an overview and analysis of a practice as a filmmaker and a theorist together.