Adam Rifkin was walking down an aisle at Target when something hit him: at that moment, he was the star of his own movie _ albeit a boring one.

"Every aisle I would walk down, there were multiple cameras on me," the 41-year-old director said in a recent interview. "The filmmaker in me started to piece together the various shots. I thought to myself, `If I could obtain this footage and cut this together, this could be a scene.'"

Rifkin's curiosity has led to "Look." Opening in limited release Dec. 14, it's a film shot entirely from the perspective of surveillance cameras. For the low-budget movie _ intentionally cast without stars _ Rifkin placed his cameras wherever surveillance cameras already were or would likely be: above ATMs, around high school grounds, in department store changing rooms (yes, it's legal in some states).

The film follows several characters across a handful of days as they move in and out of the purview of surveillance cameras. The obvious question is: How do our lives change if we're being constantly watched?

"Look" suggests the cameras that increasingly blanket society are both a blessing and a curse. Rifkin's cameras catch people cheating on their spouses, criminals murdering a police officer and attractive women farting in elevators. Sometimes the video evidence brings about justice; other times, it tells only a fractured version of the truth.

"To me, it's such a complex issue," says Rifkin. "I believe that in many instances these cameras provide a valuable service. They help deter crime or they help solve crime. I also think conversely that in many, many instances, they're a complete invasion of privacy."

It's an issue that lawmakers, police departments and civil liberty advocates are increasingly wrestling with. Better technology and the pressing threat of terrorism have made video surveillance a popular tool, particularly in cities.

London has been at the forefront of video surveillance and is widely considered the most camera-covered city in the world, with an estimated 4 million cameras doting its streets. Their closed-circuit television found a world stage in 2005 when it helped identify the bombers of the July 2005 terrorist attacks.

It was a lesson taken to heart by the Department of Homeland Security and American police departments. The area below 14th Street in Manhattan _ an area considered one of the most likely terrorists targets _ reportedly has more than 4,200 cameras.

Other cities have also increased surveillance, including Chicago, Washington and Philadelphia.

And that still doesn't account for the large amount of business and personal cameras stationed (often secretly) in offices or outside homes. Also to be factored in: cell phone cameras and nanny-cams.

Just in recent months, the news has been littered with stories where surveillance cameras played a key role. In October, very clear photos were captured in a Cleveland high school of a student gunman who wounded two teachers and two students before killing himself. Hotel video surveillance has even had an impact in the O.J. Simpson case of alleged kidnapping and armed robbery of sports memorabilia dealers in Las Vegas.

The American Civil Liberties Union, believing the country is headed toward a "genuine surveillance society," has recently posted a symbolic clock reading "23:54" on its Web site _ six minutes before the midnight of total watchfulness.

"Policies to protect individual privacy are desperately, desperately needed," said Donna Lieberman, executive director of the New York Civil Liberties Union. "Video surveillance can be overused and its potential benefits inflated."

Debates about privacy recently have centered on the National Security Agency's warrant-less monitoring of phone calls, and on companies like Yahoo Inc. that have handed over personal information to foreign governments.

While such instances have produced cries of "Big Brother," the issue of video surveillance has often passed without debate. Polls have shown the majority of Americans support the use of video surveillance.

But civil liberty and advocacy groups like the Electronic Privacy Information Center, the Center for Democracy & Technology and the Cato Institute say video surveillance is an urgent matter. Privacy advocates argue there's little regulation or oversight in the recording and archiving of video shot by the government or by companies.

Lieberman cited that during the Republican National Convention in 2004, an NYPD surveillance helicopter shot nearly four minutes of footage of a "romantic tryst" on a building roof _ video that later ended up online. (In February, a federal judge ruled that the NYPD must cease routine videotaping of people at public gatherings unless there's reason to suspect unlawful activity.)

"Even in public, I think people have legitimate privacy claims when they move about," said Jim Harper, director of information policy studies at Cato.

"The thing to do is to strike some balances," said Harper. "Soon enough, they'll have the ability with optical character recognition and facial recognition to really provide extensive tracking of people in cars and things like that."

It's unlikely territory for Rifkin, who previously wrote and directed 1994's Charlie Sheen car chase flick, "The Chase," and co-wrote this year's "Underdog" for Disney.

"I would say to anybody, go out on any given day and just start looking around for the cameras," said Rifkin. "And you will be shocked at how many of them there are and how often you're being watched."

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On the Net:

http://www.aclu.org/privacy/spying/

http://www.nyclu.org/node/933

http://www.cato.org/

http://www.epic.org/

http://www.cdt.org/

http://www.look-themovie.com/index.php