The film was shot in the summer and early autumn of 1966 in various rooms and locations inside the Hotel Chelsea, though contrary to the film's title, only poet René Ricard actually lived there at the time. Filming also took place at Warhol's studio The Factory. Appearing in the film were many of Warhol's regulars, including Nico, Brigid Berlin, Gerard Malanga, Mary Woronov as Hanoi Hannah, Ingrid Superstar, International Velvet and Eric Emerson. According to Burns' documentary, Warhol and his companions completed an average of one 33-minute segment per week.