The annual Whitney Art Party could always be counted on to bring out quite the interesting crowd; bespoke-suited patrons, serious art collectors and dealers, Hollywood stars, downtown artists and musicians, and, of course, the glitterati that just comes to party. Beneath the flashing disco lights, everyone somehow fits together, toasting, dancing, and rubbing elbows in the name of New York's favorite downtown contemporary art museum. 

Sponsored by Tod's, last night's celebration kicked off with a chic dinner co-chaired by Kristen Cole of Forty Five Ten and artists Maia Ruth Lee and Liza Lou, which featured a unique performance by singer-songwriter, Zsela. Once the tables were cleared, the real fun began. The likes of Olivia Palermo (a co-chair of the evening), Katie Holmes, Julia Fox, and Victor Cruz took in the scene on the first floor, where a huge center bar doubled as a neon light installation, and where colorful guests (literally - one dude was painted orange à la Donald Trump) hit the digital photo booth to capture some dance moments with friends.

When they weren't getting down to the DJs on the ground floor dance floor (or snacking on passed plates of bao buns), attendees made their way to the galleries, downing specialty tequila shooters courtesy of Casa Noble on the way up - at a bar in the elevator. Can't make this stuff up. 

Amid the Whitney's current exhibitions, the party continued (sans cocktails) and guests struck poses in front of their favorite works. A major crowd-pleaser? The sparkling kitchen made entirely of beads by Liza Lou. 

The music and grooving picked back up at the 8th floor studio cafe thanks to a futuristic set of exhibiting Whitney artist Darren Bader’s "Triple DJ," performed by BEARCAT, br0nz3_g0dd3ss, and Riobamba. There truly seemed to be surprises wherever you turned.

Click through for an inside look at the evening and head here for the best dressed guests of the night!

[Photos by BFA]