Self published in 1967, produced by Billy Name, holographic hard cover, interior with interactive pop-up and moveable segments showcasing glimpses of life in "The Factory", including (1) a Lou Reed flex record (which plays a conversation between Nico, Warhol, and others), (2) Bob Dylan's rainbow nose, (3) dissolvable pull-apart paper (which when dissolved the name Andy Warhol floats to the top), (4) a castle designed after a Hallmark Robin Hood promotion, (5) pop-up Hunt's tomato can, (6) an accordion meant to replicate flatulence, (7) a dodecahedron sculpture, (8) an airplane, (9) Chelsea Girls spring mounted disc, (10) a silvered balloon.

Record is loose (but present); a few pages loose and loose binding; balloon pages are adhered; two of the eight Warhol tear outs are missing.