In 1964 Film Culture magazine chose Andy Warhol for its annual Independent Film award. The plan was to show some of Andy's films and have Andy come on stage and hand him the award. Andy said, no, he didn't want a public presentation.

Takes an in-depth look at the lives and times of the people who hung out with Andy Warhol and "worked" at the Silver Factory during the Sixties, making it all click as a new counter-culture arose and began to exert its influence throughout the arts.