Philip Pearlstein has consistently explored the human form, specifically the nude model in a studio setting. The artist adamantly states that his type of new realism stands alone and should not be categorized with Pop Art or Photorealism...In this painting, one woman lies down with her head in profile; the other sits up, leaning on one arm and turning toward the viewer, but her eyes are closed. All of their physical flaws are evident, increasing the sense of painted reality. The two-dimensionality of the surface, emphasized by the cropped arm, feet, and head of the models, versus the illusionary three-dimensionality of their painted forms and that of the red pillow creates a visual tension.

from Snite Museum of Art, Selected Works: Snite Museum of Art (Notre Dame, 2005)