For a shooting venue, Warhol made arrangements to use an office belonging to the Rockefeller Foundation, on the 41st floor of the Time-Life Building at 51st Street and 6th Avenue. Cinematography took place overnight on July 24–25, 1964. Present for filming were Mekas, Warhol, Palmer, Gerard Malanga, Marie Desert (Mekas's girlfriend) and Henry Romney (of the Rockefeller Foundation). From the window at the northeast corner of 51st Street and 6th Avenue, the camera was pointed southeast toward the Empire State Building at 34th Street and 5th Avenue, taking in the Metropolitan Life Insurance Company tower, with its blinking beacon, at the corner of Madison Avenue and 24th Street, and the bulkier New York Life Insurance Company building at Madison Avenue and 26th Street.