This class explores sound and what can be done with it. Sources are recorded from students' surroundings - sampled and electronically generated (both analog and digital). Assignments include composing with the sampled sounds, feedback, and noise, using digital signal processing (DSP), convolution, algorithms, and simple mixing. The class focuses on sonic and compositional aspects rather than technology, math, or acoustics, though these are examined in varying detail. Students complete weekly composition and listening assignments; material for the latter is drawn from sound art, experimental electronica, conventional and non-conventional classical electronic works, popular music, and previous students' compositions.