In the mid-1960s, having established a reputation as an abstract painter, Philip Guston changed focus, incorporating a range of recognizable subjects into his works. He drew on many sources for his imagery, including Surrealism, Mexican mural painting, and underground comic books. He admits that as a painter he felt disconnected from life in the 1960s: "The war, what was happening in America, the brutality of the world. What kind of man I am, sitting at home, reading magazines, going into a frustrated fury about everything--and then going to my studio to adjust a red to a blue. I thought there must be some way I could do something about it."

Guston maintained that the visible world was "abstract and mysterious enough" as subject matter. As the number of his paintings of shoes, books, hands, buildings, and cars increased, the more enigmatic these objects appeared. The imagery in this painting seems at first to resemble a cityscape, but the artist has transformed it into a cluster of disembodied limbs and floating, mouthless heads.