Working in collaboration with a sound artist, we designed a temporary video exhibit for the Merchandise Mart's Art Chicago 2007 Artropolis Art Fair. Four modules displayed artist videos while two camera-based projections displayed "real-time" video feed of the crowd visiting the exhibit. The effect of the cameras recording attendees as they approached the exhibition space was both ephemeral and self-reflective as one saw him- or herself in several projections at different time delays while moving through the exhibit. The open-plan allowed the art fair attendees to gather around and within the spectacle. Module interiors provided intimate space for attendees to attentively focus on the work of video artists. A transducer-based sound system was applied to the fabric/foam module walls turning each into large stereo speakers. The modules themselves were the sound source, and they resonated both inwardly and outwardly. The modules were designed and built to be simply taken apart and reassembled at other art fairs.