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Like many Warhol films generated during 1964-1965 (Thirteen Most Beautiful Boys, 50 Fantastics and 50 Personalities) in the wake of the New York World's Fair censored mural of police mugshots entitled "Thirteen Most Wanted Men," this is a collection of black-and-white, silent, three-minute, upper torso living portraits which obsess on their subjects whose smallest physical nuances become heightened. The cast includes more than 14 women, including: Sally Kirkland (actor, known for her nude '60s performances and her 1987 Oscar-nominated performance in Anna); Beverly Grant (actor); Nancy Fish (actor in Steelyard Blues, Birdy, Sleeping With the Enemy); Ethel Scull (of the famous Warhol 1963 silkscreen); Jane Wilson (artist, famed for her American landscapes); Marisol (known for the humor and pathos of her wood and mixed media sculptures); Olga Klüver (artist, related to scientist Bill Klüver who co-founded Experiments in Art and Technology); Ann Buchanan (writer); Imu (model); Ivy Nicholson (famous Vogue model); Barbara Rose (art critic); Lucinda Childs (dancer, then with the Surplus Dance Company); Jane Holzer (socialite who appeared in several Warhol films); and Isabel Eberstadt (socialite and daughter of Ogden Nash).