The initial idea for "Empire" came from John Palmer, a young filmmaker affiliated with Jonas Mekas. Palmer had been sleeping occasionally on the roof of Mekas's Film Maker's Cooperative, which had an impressive view of the tower, only a few blocks away. He told Mekas that he thought an image of the floodlit building would make a good Warhol film, and Mekas passed the idea to Warhol. Around the time Warhol considered the idea, he had completed (in late 1963) his first extended-length film, the 5-hour "Sleep", which shows multiple views of a man sleeping; "Empire" was his second long film.