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.
| Actor | Role |
|---|---|
 Paul AmericaSelf | Self |
| LLeo CastelliSelf | Self |
 Dorothy DeanSelf | Self |
| JJuan DragoSelf | Self |
 Henry GeldzahlerSelf | Self |
 Paul MorrisseySelf | Self |
 Billy NameSelf | Self |
 OndineSelf | Self |
 Edie SedgwickSelf | Self |
 Andy WarholSelf | Self |
 Chuck WeinSelf | Self |