In the mid '60s rock and roll was being revolutionized. But the dominant scenes of this change were British and Californian - New York was slow in developing its own distinctive movement. Yet when one did emerge it was conceptual, urbane and controversial - and it all started with The Velvet Underground and the high-priest of the New York art world, Andy Warhol. This film traces the roots and evolution of this punk scene, from Andy Warhol's Factory and Lou Reed's seminal group in the late 1960s, through the proto-punk movement at NY clubs Mercers and Max's Kansas City which featured emerging acts the New York Dolls and Suicide, through to the underground scene that eventually developed at CBGBs. It is the authoritative story of a blending of art, music, style and attitude that shook the world at the time and continues to influence the world to this day.