Liza Minnelli commissioned Andy Warhol to create a portrait for this live double album recorded at Carnegie Hall. Working from photographs taken at The Factory, Warhol produced four different portrait versions over a period of two weeks.

The artist later admitted that he was too nervous to be present when Minnelli first saw the finished works. According to Warhol's recollection, she arrived exhausted and in poor spirits but reacted enthusiastically to the portraits, calling them his best work since Marilyn Monroe. The transformation in her mood became one of Warhol's favourite stories about the project.

The collaboration united two of the most recognizable cultural figures of the era and resulted in one of Warhol's strongest celebrity portraits of the 1980s.