Filmed in December 1964 at the Andy Warhol Factory, this film shows Andy with some of his friends and superstars, Baby Jane Holzer, Ivy Nicholson, Gerard Malanga, Gregory Battcock and Gregory Markopoulos. Jonas Mekas gives Andy Warhol a prize awarded by a film culture magazine for his film Sleep: A Basket of Fruit, Which Then They All Eat.
