Andy Warhol ran into Emile de Antonio one afternoon on the street and they went to the Russian Tea Room for a drink. Andy suggested they make a movie together and Emile, nicknamed "De", held up his drink and told Warhol he would drink an entire quart of Scotch whiskey in twenty minutes. They went to Warhol's Factory to film it and De eventually passed out. Warhol originally called the 70-minute film DRUNK, to use as a trilogy with EAT and SLEEP. When Andy showed it at the Factory, De threatened to sue him if he ever showed it publicly.