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.

Fiction and documentary mingle in a freewheeling portrait of Susan Superstar, a New York celebrity on a drug-fueled downward slide that mirrors Edie Sedgwick’s own self-destructive spiral.

Documentarians Juan Drago and Bruce Torbet follow a surprisingly relaxed and open Andy Warhol, at the peak of his powers in 1965 and 1966, around his bustling original "Factory" in midtown Manhattan. Warhol experiments with an early videotape machine, recording a beautiful, laughing Edie Sedgwick - his "superstar" of the moment - for the video portion of "Outer and Inner Space," his filmed record of the "live" Sedgwick juxtaposed against her video image on an adjacent monitor. Also captured is a Warhol show at the Leo Castelli gallery, including the famous Mylar "Clouds," as various unnamed art dealers and critics muse in voiceover about the meaning and significance of Warhol's work.

Set on Fire Island, My Hustler depicts competition over the affections of a young male hustler among a straight woman, a former male hustler, and the man who hired the boy's companionship via a "Dial-A-Hustler" service.

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.

Paul America (whose real name was Paul Johnson) chews gum, gazes around, smiles at people off-screen, and treats the camera to a series of slyly amused, seductive glances.