This film is a take on Petronius's Satyricon during the reign of Nero in Rome. Fellini's original intent was to create a, "profound sense of estrangement throughout the film", and that certainly came through.
The very first scene depicts a man named, Encolpio talking to himself about how his friend, Ascilto, stole his lover, a boy named Gitone. The Camera opens on a wall, but backs away revealing what looks like graffiti. A silhouette of Encolpio is seen, and then the dialogue begins. The Camera angles cut back and forth between medium shot and close up on Encolpios face. The Camera backs away pretty far once he sits on the ground for a moment with his back to the lens. This particular shot is framed so that Encolpio is sitting with his back to us, on the left side of the screen.
Most of the film is shot in a studio, you can see by the closed space and the lighting Fellini uses. He doesn't stress the lighting, the viewers attention is strained enough by the bewilderness of the plot. Fellini also chose not to match up the dubbing exactly in order to help with the off-beatness of the film. The backgrounds of the scenes are decorated with a high sense of what Rome must have felt like. It depicts a time without sanitation and little humanity. A sweet scent of decay looms every set.
Once we leave Encolpio, Ascilto is shown coming out of a dark space with fog looming over the ground. He monologue takes place while he crawls on the floor. The two meet in what follows in a serious of long shots depicting their fight. The fight is obviously well rehearsed, very acrobatic. There seems to be a sexual undertone with every movement of these characters.