Based on the attempted murder of New York artist Andy Warhol. Valerie Solanas (Lili Taylor) moves to Sixties New York, where she is befriended by the transvestite Candy Darling (Stephen Dorff) and lesbian Stevie. Working as a prostitute, Valerie tries to get herself published. She writes her own manifesto, SCUM (Society for Cutting Up Men), and a play entitled 'Up Your Ass'. When she and her friends become part of Warhol's (Jared Harris) Factory entourage, Valerie has hopes that Warhol will produce her work, but instead finds herself ridiculed by and finally 'excommunicated' from his circle. As she slips into paranoia, Valerie makes an attempt on Warhol's life.