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Joe Spencer, a member of a motorcycle gang, is taking a shower. After his bout with personal hygiene, Joe encounters Andy Warhol's "superstars," who engage him in conversation. The superstars crack jokes he doesn't understand and continually correct his poor pronunciation in an attempt to deflate his machismo. In response to these provocations, Joe becomes more obscene and more boasting, but ultimately, he cannot compete with the put-downs that are part of the put-on performances of the Warhol superstars, who prevail over him in the end.