William W. ‘Buffy’ Phelps is placed against a speckled backdrop as he squints and blinks furiously at the camera. His nose casts a dark shadow onto his cheek. After suffering through the full three minutes, he can be seen finally closing his eys in the fade-out at the end of the roll.

Lacking a formal narrative, Warhol's mammoth film follows various residents of the Chelsea Hotel in 1966 New York City. The film was intended to be screened via dual projector set-up.