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My thesis is both an oppositional history and a (re)definition of British Underground Cinema culture (1959 - 2(02). The historical significance of Underground Cinema has long been ideologically entangled in a mesh of academic typologies and ultra leftist rhetoric, abducting it from those directly involved. The intention of my work is to return definition to the 'object' of study, to write from within. This process involves viewing the history of modem British culture not as a vague monolithic and hierarchic spectrum but rather as a distinct historical conflict between the repressive legitimate Art culture of the bourgeoisie and the radical illegitimate popular culture of the working class. In this context, Underground Cinema can be {re)defined as a radical hybrid culture which fused elements of popular culture, Counterculture and Anti-Art. However, the first wave of Underground Cinema was effectively suppressed by the irrational ideology of its key activists and the hegemonic power of the Art tradition. They disowned the radical popular and initiated an Avant-Garde/Independent cinema project which developed an official State administrated bourgeois alternative to popular cinema. My conclusion is that Underground Cinema still has the potential to become a radical and commercial popular culture but that this is now frustrated by an institutionalised State Art culture which has colonised the State funding agencies, higher education and the academic study of cinema. If the Underground is to flourish it must refuse and subvert this Art culture and renew its alliance with radical, experimental and commercial pop culture. My methodology is an holistic interactive praxis which combines research, writing, film/video making, digital design, performance and political activism. My final submission will be an open and heterodox mesh of polemic, history and entertainment. Its key components will be a written thesis which will locate this praxis within its intellectual context and a web site which will integrate my research and practice 1997-2003.