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After Cornell saw Lauren Bacall's first movie, To Have and Have Not, he became infatuated with the beautiful young actress. "The chiaroscuro lighting" combined with the "absolute vertical lines" of Bacall's face fascinated the artist and inspired him to create a work that celebrated his image of the actress as a purely innocent creature, ignoring the sexuality she exudes in the film. The Penny Arcade Portrait of Lauren Bacall is a game with a little ball that rolls past images of skyscrapers and Bacall at different ages, carrying viewers through time and space. The faces of Bacall appear behind blue-tinted, segmented glass, evoking the silent films and 'peep show' penny arcades of Cornell's past. Cornell wanted the viewer to "travel inclined runways - starting in motion compartment after compartment with a symphony of mechanical magic of sight and sound borrowed form the motion picture art - into childhood - into fantasy - through the streets of New York - through tropical skies, etc. etc." Cornell once said that he preferred film to live theatre. The cinematic close-up shot of a beautiful woman, like the one in the box, provided the illusion of intimacy, while allowing him to maintain a chaste distance.
