The true story of one woman's brief and ultimately tragic flirtation with fame in the 1960s provides the basis for this biographical drama. In 1943, Edie Sedgwick (Sienna Miller) was born to a wealthy and socially prominent family, and she grew up with beauty and money, but also a history of mental illness; she was hospitalized with an eating disorder in her late teens, and by the time she was 21, two of her seven siblings had died before their time. In 1964, Edie moved to New York City, and quickly made a splash on the Manhattan social scene; she became friendly with the famous pop artist Andy Warhol (Guy Pearce), who was fascinated by her gamine loveliness and her quirky personality. Warhol wasted no time in casting her in one of his underground movies, and she quickly became a crucial part of his retinue of "superstars." Fashion icon Diana Vreeland (Illeana Douglas) was convinced Edie had the looks and charm to also become a successful model, and soon she was gracing the pages of Life, Vogue, and Glamour. But Edie's instability was hardly helped by her new fast-lane lifestyle, and when she met Billy Quinn (Hayden Christensen), a folk rock singer-songwriter often cited as "the voice of a generation," he persuaded her that Warhol and his associates were simply using her fame and beauty for their own gain, and she found herself torn between two powerful mentors, one of whom had become her lover as well. Factory Girl also co-stars Jimmy Fallon, Mena Suvari, and Tara Summers as regulars at the Warhol "Factory." The character of Musician was inspired in part by Bob Dylan, who was romantically involved with Edie Sedgwick for a brief time.