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.
| Actor | Role |
|---|---|
| EEric AndersenSelf | Self |
 Paul AmericaSelf | Self |
 Marisa BerensonSelf | Self |
 DeVeren BookwalterSelf | Self |
 Ann BuchananSelf | Self |
 John CaleSelf | Self |
 Lucinda ChildsSelf | Self |
| RRufus CollinsSelf | Self |
 Salvador DalíSelf | Self |
 DonovanSelf | Self |
 Marcel DuchampSelf | Self |
 Bob DylanSelf | Self |
 Cass ElliotSelf | Self |
 Nancy FishSelf | Self |
 Charles Henri FordSelf | Self |
 Henry GeldzahlerSelf | Self |
 Allen GinsbergSelf | Self |
 John GiornoSelf | Self |
 Beverly GrantSelf | Self |
 Bibbe HansenSelf | Self |
 Brooke HaywardSelf | Self |
 Piero HeliczerSelf | Self |
 Fred HerkoSelf | Self |
| JJane HolzerSelf | Self |
| EEd HoodSelf | Self |
 Dennis HopperSelf | Self |
 Sally KirklandSelf | Self |
 Willard MaasSelf | Self |
 Gerard MalangaSelf | Self |
 Taylor MeadSelf | Self |