Between 1964 and 1966, Andy Warhol shot nearly 500 Screen Tests, beautiful and revealing portraits of hundreds of different individuals, from Warhol superstars and celebrities to friends or anyone he thought had "star potential". All visitors to his studio, the Factory. Subjects were captured in stark relief by a strong keylight, and filmed by Warhol with his stationary 16mm Bolex camera on silent, black and white, 100-foot rolls of film. The resulting two-and-a-half-minute film reels were then screened in slow motion, resulting in a fascinating collection of four-minute masterpieces that startle and entrance, mesmerizing in the purest sense of the word. Songwriters Dean Wareham and Britta Phillips, formerly of the band Luna and currently recording as Dean & Britta, incorporated original compositions as well as cover songs to create new soundtracks for the 13 films.

With a rambling, unstructured style that echoes Andy Warhol’s own approach to filmmaking, this documentary profiles his career, showing him to be a brilliant manipulator, dedicated voyeur and person of astute commercial judgment.

Viva and Taylor Mead are a married couple renting an extra beach-house to a group of surfers sent to them by a Mr. Morrissey of La Jolla Realty. Their daughter, Ingrid Superstar, is pregnant and on the hunt for a husband. Mr. Mead, who is gay, tries to pawn her off to one of the surfers. Meanwhile, Viva wants a divorce from her boy-crazy hubby, who wants a surfer of his own. Tom, a surfer, is inveigled by Mr. Mead to urinate on him. In a close-up, Mr. Mead receives Tom's offering ecstatically, after which he comments, "I'm a real surfer now."

Between the French La Nouvelle Vague and the Italian Neorealismo, Europe had been undergoing a continuous cinema transformation since the 1950s, while the ailing American studio system groaned under its own weight and inertia. New Hollywood had arrived with Bonnie and Clyde in 1967, and already by 1968 it was changing how Hollywood thought and acted. The student film scene was getting ready to explode, and it knew it.

Photographed entirely in color, Four Stars was projected in its complete length of nearly 25 hours (allowing for projection overlap of the 35-minute reels) only once, at the Film-Makers' Cinematheque in the basement of the now-demolished Wurlitzer Building at 125 West 41st Street in New York City. The imagery in the film is dense, wearying and beautiful, but ultimately hard to decipher, for, in contrast to his earlier, and more famous film Chelsea Girls, made in 1966, Warhol directed that two reels be screened simultaneously on top of each other on a single screen, rather than side-by-side.

At a New York City restaurant, the patrons are men, nude but for a G-string, waited on by one woman, also clad in a G-string and a G-bestringed waiter.

Joe Spencer, a member of a motorcycle gang, is taking a shower. After his bout with personal hygiene, Joe encounters Andy Warhol's "superstars," who engage him in conversation. The superstars crack jokes he doesn't understand and continually correct his poor pronunciation in an attempt to deflate his machismo. In response to these provocations, Joe becomes more obscene and more boasting, but ultimately, he cannot compete with the put-downs that are part of the put-on performances of the Warhol superstars, who prevail over him in the end.

Morrissey and Warhol's commercial take on the Swedish film I, A Woman. Somebody suggested to Warhol that they wanted a sexploitation film in the vein of I, A Woman, and so he and Morrissey concocted I, A Man. They created the story of this male hustler who talks with and sleeps with a series of women over the course of the film. The women are: a young woman who worries about parental acceptance of her sexuality, a woman who is on a couch, a woman with whom he does a seance, a woman who speaks French, a lesbian, and a married woman.

Exploding Plastic Inevitable was a series of multimedia events organised by Andy Warhol between 1966 and 1967, featuring musical performances by The Velvet Underground and Nico, screenings of Warhol's films, and dancing and performances by regulars of Warhol's Factory. It is also the title of a 18-minute film by Ronald Nameth filmed during one week of the show in Chicago, Illinois in 1966.

On the evening of November 8th, 1966, following the afternoon filming of The George Hamilton Story, a movie in which Warhol cast his mother Julia as an “aging peroxide movie star with a lot of husbands”, – “ We’re trying to bring back old people.” – he took his crew and a much larger cast to Kaleidoscope, fashion designer Tiger Morse’s boutique shop on Madison Avenue in New York City, to shoot his second unreleased film of the day. A nocturnal tale of downtown bulls in an uptown China shop, Paranoia is a portrait of the always captivating, always hilarious Morse as she converses with everyone in front of and behind the camera while genuinely attempting to keep the Superstars in the room from wreaking havoc on her uniquely curated curios.

Andy Warhol's experimental reconstruction of the assassination of the President of the United States, John F. Kennedy, which serves as his critical commentary on the way the media presented the tragic event.

Lacking a formal narrative, Warhol's mammoth film follows various residents of the Chelsea Hotel in 1966 New York City. The film was intended to be screened via dual projector set-up.

Documents each member of The Velvet Underground having their cards read at a big apartment party. The tarot reader is continually interrupted in her readings by the chaos created by the characters around her.

Egotistical faded star Hedy Lamarr visits a plastic surgeon to be transformed into the "14-year-old girl" she believes herself to be. She is then caught shoplifting by Mary Woronov and is put on trial, with Tavel as the judge and her five ex-husbands the jury. Hedy remains self-centered and detached throughout, posing and primping and bursting out renditions of "I Feel Pretty" and "Young at Heart."

Queen of China (Hanoi Hanna), based on Ronald Tavel’s scenario, loosely refers to the real-life radio show host who broadcast antiwar propaganda to American soldiers in Vietnam. It is Mary Woronov’s showcase piece, in which she metes out physical and psychological abuse to Susan Bottomly, Angelina “Pepper” Davis, and Ingrid Superstar in a room at the Chelsea Hotel. At first, the cast tries to accurately adhere to Tavel’s scenario, but by reel two it all falls apart—the performers begin to use their real names and exhibit a sort of residual stress disorder that permeates the rest of the film.

Ingrid Superstar screen test by Andy Warhol.

The films were made between 1964 and 1966 at Warhol's Factory studio in New York City. Subjects were captured in stark relief by a strong key light, and filmed by Warhol with his stationary 16mm Bolex camera on silent, black and white, 100-foot rolls of film at 24 frames per second. The resulting two-and-a-half-minute film reels were then screened in 'slow motion' at 16 frames per second.