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.

One of Andy Warhol's screen tests, focusing on an actor's face for 4-5 mins.

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.

Ann follows Warhol's instructions throughout the entire screen test, as she stares directly at the camera without blinking, until tears begin to fall first from her left eye, and then from her right eye.