This project uses Max/MSP to generatively combine sound recordings from Edward T. Cone's counterpoint class at Princeton (chalkboard sounds, his voice, &c.) with ever-changing melodic & harmonic materials drawn from sampled acoustic instruments (piano, strings, winds, brass) as well as electronic tones (triangle & sine waves). The patch is bundled in an application that replaces recording as the format of the work. Each time the application is turned on, the piece is slightly different without losing its essential, recognizable characteristics.