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.
| Actor | Role |
|---|---|
| JJoseph SpencerJoe, the Motorcyclist | Joe, the Motorcyclist |
| EEd WienerJoe's Buddy | Joe's Buddy |
| VVera CruzOther Cyclist | Other Cyclist |
| GGeorge AnnSalesman | Salesman |
| BBruce AnnSalesman | Salesman |
| EEd HoodFlorist | Florist |
 Brigid BerlinWoman with husband | Woman with husband |
| IIngrid SuperstarGirl in kitchen | Girl in kitchen |
| AAnn WehrerWoman wearing wig | Woman wearing wig |
 VivaGirl on couch | Girl on couch |
| CClay BirdHusband | Husband |
| BBettina CoffinFlorist woman | Florist woman |
 Valerie SolanasWoman on street | Woman on street |