Cléo from 5 to 7 is perhaps the most famous work of influential French filmmaker Agnès Varda, who is often called the "Grande Dame of the New Wave". The depth of symbolism, the richness of imagery, the beginnings of cinécriture (a Varda-ism describing cinema as a form of writing that uses all the tools available to a filmmaker, not just words), and the charm of the story have guaranteed Cléo's popularity with scholars and audiences alike. Current scholarship has tended to focus on a few aspects of Cléo, including her role as a flâneuse, the use of mirrors and the theme of gazing, time and the division of the film into chapters, the female gaze, and femininity. I will examine the thematic of decay, nature, and beauty in Cléo. Beginning by linking it to her more contemporary documentary The Gleaners and I, I will analyze how Varda undermines conventional ideas of health, youth, and beauty by deconstructing Cléo's world through the threat of disease, only to show how Cléo regains autonomy and control of herself by learning to embrace the inevitability of decay in nature, and in her own body. I will rely on the theories in Elaine Scarry's The Body in Pain to show how Cléo's changing relationship to her body constitute the profound transformation mentioned at the beginning of the film. I will also examine Cléo's cancer in light of Susan Sontag's essay Illness as Metaphor. We will see how Varda uses cinécriture to express these ideas, especially in regards to the dialogue between characters, visual symbols, and the use of space.