June 3rd 1968; Andy Warhol was shot and critically wounded in his New York film studio by Valerie Solanas. 4:15 pm Warhol arrives at the Factory in a cab, wearing a brown leather jacket over a black t-shirt, black jeans and black Beatle (Chelsea) boots. Previously, he had picked up a prescription for Obetrol, then browsed at Bloomingdales, and had also rung the bell of Miles White, the costume designer, who lived on East 55th Street, but he wasn’t home. When Andy arrives outside the Factory, his boyfriend Jed Johnson approaches from 17th and Broadway carrying some fluorescent lights. Valerie Solanas joins them and all three enter the building. While waiting for the elevator, Warhol notices that Valerie is wearing a thick turtleneck sweater underneath a trenchcoat on a hot summer day. Even stranger, she has on mascara and lipstick even though as a die-hard feminist she never wears make-up. Warhol also notices that she is “bouncing slightly on the balls of her feet, twisting a brown paper bag in her hands."

Upstairs, Fred Hughes is sitting at his desk writing a memo, Paul Morrissey is talking to Viva on the phone that is ringing him from Kenneth’s Hair Salon where she is having her hair dyed in preparation for her role in John Schlesinger’s film Midnight Cowboy. Art critic and curator, Mario Amaya, is waiting for Andy in order to discuss an upcoming retrospective in London. When Warhol, Jed and Valerie arrive, Paul leaves the office to go to the bathroom, leaving Andy to talk to Viva.  Jed goes into Warhol's private office in the rear corner of the room. Andy signals to Fred Hughes to take over the conversation with Viva. Valerie Solanas takes a .32 automatic from the paper bag and fires a shot. Viva hears the shot over the phone but thinks it is somebody cracking a whip left over from the Velvet Underground days. Andy screams "No! No! Valerie! Don’t do it!" She fires a second time. He falls to the floor and tries to crawl under a desk. She fires a third time. The bullet enters Andy’s right side and goes straight through him, coming out the left side of his back. Warhol later tells friends "It hurt so much, I wished I was dead." Thinking that she has killed Warhol, Solanas turns to Mario Amaya who is crouching on the floor and fires a fourth shot at him. She misses so she shoots again, hitting him slightly above the hip. The bullet goes through him without damaging any organs, exiting from his back. He gets up and runs into the back room, using the weight of his bleeding body to hold the doors shut. Valerie Solanas points the gun at Fred Hughes who begs her not to shoot him. “I’m innocent,” he protests. “Please, just leave.” She walks over to the elevator and presses the button then returns to him, aiming at his forehead with the gun. She pulls the trigger, but it jams. She grabs a back up gun, a .22 caliber from the paper bag but the elevator arrives and she leaves.

As soon as she leaves, Fred Hughes calls for an ambulance and the police. The phone rings. It is Viva, still at the hairdresser's, wondering what is going on. Fred tells her that Valerie just shot Andy and that there is blood everywhere, and then hangs up the phone. Viva, thinking it is a joke, decides to have her hair trimmed before having it dyed. She tells the hairdresser to charge it to United Artists. Gerard Malanga arrives at the Factory with Angus Maclise two or three minutes after the shooting. Gerard was preparing a one man show at the Cinematheque and was picking up money from Andy to pay for a film announcement. The scene at the Factory was "total mayhem." Warhol lies bleeding on the floor with Billy Name leaning over him crying, while they wait for the ambulance to arrive.