Sleep is a 1964 American avant-garde film by Andy Warhol. Lasting five hours and 20 minutes, it consists of looped footage of John Giorno, Warhol's lover at the time, sleeping. The film was one of Warhol's first experiments with filmmaking, and was created as an "anti-film". Warhol would later extend this technique to his eight-hour-long film Empire. Description Sleep is a silent black-and-white film showing Giorno asleep. It is over five hours long, divided across five reels. Although the lack of action gives the illusion of continuity, the film is spliced together from many shorter shots. The film's opening shot lasts only four-and-a-half minutes, but it is repeated six times. The rest of the reel uses six unique shots, first shown sequentially, then alternating between the first two, then looping the last four. The second reel uses three repeated shots of Giorno's buttocks and one repeated shot of his head. The third reel of Sleep uses only a single four-and-a-half minute shot of Giorno sleeping on his back, looped for an hour and a half. The fourth reel uses a single four-and-a-half minute close-up of Giorno's head looped for 86 minutes. The final reel has the most variation, with nine unique shots over 49 minutes. It is the only reel in which Warhol uses a fragment of a shot instead of including the shot in its entirety. Production Photography Throughout mid-1963 Warhol spent weekends at a farmhouse at the Mallett Estate in Lyme, Connecticut, the summer home of gallery owner Eleanor Ward. There, he began shooting footage for Sleep. He used a Bolex 16 mm camera. This limited him to reels that each lasted three minutes. He spent months trying to learn how to operate the camera effectively. Warhol ultimately shot four hours of footage, although Sleep only uses around 30 minutes of it. Post-production Warhol took some of the shots and flipped the film stock such that light from the projector hit the base before the emulsion. Sarah Dalton, who had worked with Warhol on some of his silkscreens, edited the film. He instructed her to omit footage that contained too much motion and "try and make it more the same." To structure the shots in Sleep, Dalton put together storyboards of Giorno's figure. She repeated some of the shots for extended periods of time and assembled the footage. Although the film was shot at 24 frames per second,