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. In April 1964, the upper 30 floors of the Empire State Building were floodlighted for the first time in connection with the opening of the New York World's Fair in Queens. As the only floodlit skyscraper in New York City, the impact of the lighting was dramatic, with one person calling the tower's illuminated crown "a chandelier suspended in the sky". The floodlights were essential to Warhol's concept for the film, as there would be almost nothing to see without them. 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 and 25, 1964. Present for filming were Mekas, Warhol, Palmer, Gerard Malanga, Marie Desert (Mekas' 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. In contrast to Warhol's earlier films, which had been shot with a Bolex camera limited to three minutes of shooting time, Empire was filmed on an Auricon camera that allowed for takes of around 33 minutes. In the Rockefeller Foundation office, Mekas framed the shot for Warhol's approval, and filming commenced at 8:06 pm, about ten minutes before sunset. Mekas' article about the shooting printed in the Village Voice the next week described a lighthearted night of filmmaking, with Warhol discoursing on the Empire State Building as the most prominent site in New York, visited by celebrities and tourists alike, and various people in the room imploring Warhol to pan the camera. Shooting wrapped at 2:42 a.m. the next day, with 654 feet of film exposed. Empire