A cop quits the force after too much disappointment in the system. He becomes a bodyguard of a rich recent widow. She is on trial for her husband's murder. He decides to help her clear her name... and get over her husband.

A melange of casual talking, food fights, and folk singing. The film includes Eric Andersen with his guitar, singing his lines, and leading Edie Sedgwick and her friends in unscripted sing-alongs of popular songs including "Puff the Magic Dragon" and "The Battle Hymn of the Republic".

The movie has a fixed point of view showing a bed with two characters on it, Sedgwick and Piserchio. Chuck Wein is heard speaking but is just out of view. Sedgwick is wearing a lace bra and panties, and Piserchio, wearing only jockey shorts, engage in flirting and light kissing. Wein asks Sedgwick questions seemingly designed to harass and annoy her. Piserchio is more or less a bystander not interacting with Wein. The dialogue seems created adlib and no conclusions are reached in the film. The only conceivable climax is when Sedgwick finally becomes so mad, she throws a glass ashtray at Wein, breaking it.

The films were made between 1964 and 1966 at Warhol's Factory studio in New York City. Subjects were captured in stark relief by a strong key light, and filmed by Warhol with his stationary 16mm Bolex camera on silent, black and white, 100-foot rolls of film at 24 frames per second. The resulting two-and-a-half-minute film reels were then screened in 'slow motion' at 16 frames per second.

The musician and filmmaker Gino Piserchio is lit from the right and filmed in very tight close-up, his face filling the frame. His hair is combed down over one eye; he blinks and squints against the light, closing his eyes briefly and smiling at his own discomfort.