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ДЄfter the film had been developed and printed, Warhol did not have funds to pay the processor, and Palmer arranged with his mother to make the payment. The complete film consists of ten reels, each lasting approximately 48 minutes when projected in slow motion at 16 frames per second as specified by Warhol.

Each reel of the film contains a segment of film that was exposed to incidental light during processing, which may be evidence that the final work is unedited. The push-processing gives the film a graininess that calls attention to the medium of the film stock itself during projection in a manner that Douglas Crimp compares to the way that ink in Warhol's silkscreen paintings is present as both blobs of ink and as part of the image. Д®mpire was shot on ASA 400 Tri-X stock, push-processed to ASA 1000 to compensate for the dark conditions of filming. the next day, with 654 feet of film exposed. Mekas's article about the shooting printed in the Village Voice the next week describes a lighthearted night of film making, with Warhol discoursing on the Empire State Building as the most prominent site in New York, visited by celebrities and tourists alike, and various people in the room imploring Warhol to pan the camera. In the Rockefeller Foundation office, Mekas framed the shot for Warhol's approval, and filming commenced at 8:06 pm, about ten minutes before sunset. In contrast to Warhol's earlier films, which had been shot with a Bolex camera limited to 3 minutes of shooting time, Empire was filmed on an Auricon camera that allowed for takes of around 33 minutes. From the window at the northeast corner of 51st Street and 6th Avenue, the camera was pointed southeast toward the Empire State Building at 34th Street and 5th Avenue, taking in the Metropolitan Life Insurance Company tower, with its blinking beacon, at the corner of Madison Avenue and 24th Street, and the bulkier New York Life Insurance Company building at Madison Avenue and 26th Street. Present for filming were Mekas, Warhol, Palmer, Gerard Malanga, Marie Desert (Mekas's girlfriend) and Henry Romney (of the Rockefeller Foundation). Cinematography took place overnight on July 24вЂ“25, 1964. ДЇor a shooting venue, Warhol made arrangements to use an office belonging to the Rockefeller Foundation, on the 41st floor of the Time-Life Building at 51st Street and 6th Avenue. As the only floodlit skyscraper in New York City, the impact of the lighting was dramatic, with one person calling the tower's illuminated crown 'a chandelier suspended in the sky.' The floodlights were essential to Warhol's concept for the film, since without them there would be almost nothing to see. In April, 1964, the upper 30 floors of the Empire State Building were floodlighted for the first time in connection with the opening of the 1964 New York World's Fair in Queens. Around the time Warhol considered the idea, he had completed (in late 1963) his first extended-length film, the 5-hour Sleep, which shows multiple views of a man sleeping Empire was his second long film. He told Mekas that he thought an image of the floodlit building would make a good Warhol film, and Mekas passed the idea to Warhol. Palmer had been sleeping occasionally on the roof of Mekas's Film Maker's Cooperative, which had an impressive view of the tower, only a few blocks away. The initial idea for Empire came from John Palmer, a young filmmaker affiliated with Jonas Mekas.

At three points in the movie reflections of the crew, including Warhol, are seen in the windows of the Rockefeller Foundation office where the work was filmed, as the office lights were not shut off before the crew started shooting after changing the film magazines. (It flashes a single time every 15 minutes and at hour it flashes the time of day.) Eventually, the floodlights go dark and the image in the remainder of the film is nearly total darkness. In the background, a beacon atop the Metropolitan Life Insurance Company tower flashes at intervals corresponding to every 15 minutes in real time. Lights in the windows of other structures go on and off. Floodlights on the upper part of the building snap on. As the sun sets further, the building is enveloped in darkness. As the sun sets almost imperceptibly, the figure of the building emerges and its details become clearer. The film begins with a blank white screen (the result of the camera being calibrated for nighttime filming). It consists of a stationary view toward the Empire State Building lasting the entirety of the running time. Empire was filmed at 24 frames per second and is meant to be seen in slow motion at 16 frames per second, extending the 6 + 1вЃ„ 2-hour length of the film to 8 hours and 5 minutes.

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