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Two female shoppers stop to admire the crowded display window of Ohrbach's department store on Union Square in New York City. The store was located close to the studio of the artist, Reginald Marsh, who delighted in the shoppers, sales clerks, and office workers who crowded the streets of the area. Union Square was known as "poor man's Fifth Avenue" for its profusion of bargain clothing stores, cheap movie theaters, and small offices. Ohrbach's sold copies of couture fashions; their slogan was "a business in millions, a profit in pennies."

Marsh blurs the distinction between shoppers and mannequins by merging the interior and exterior spaces through his technique. He used thin washes of color, which allow the underdrawings and thinly painted layers to show through, connecting the figures on both sides of the window.