This work for harp and string orchestra uses musical materials derived from a chord taken from the lydian mode. The three major formal divisions are A, B, and A'. The A and A' sections are more homophonic in texture and slower in harmonic rhythm. The B section is mostly contrapuntal. Sections A and A' are dreamy and dance-like while the B section is turbulent and unrestful. These characteristics are represented by sustained sonorities, twoagainst- three rhythmic configurations, and lilting melodic materials in sections A and A', as opposed to the fragmented, ever-changing melodic material of the B section. The interweaving of the musical materials into a consummate form represents the conversations, personalities, and exploits of these Atmosphantoms, giving the music its philosophical and conversational character.