The penny arcade appears as a subject in Cornell's work as early as 1945-46, when he created the box Penny Arcade Portrait of Lauren Bacall. Childhood games and toys, particularly ones from the Victorian era, including soap bubble sets and slot machines, fascinated him for their nostalgia and their ability to simultaneously teach and entertain.
After 1962, Cornell renewed his involvement with the subject of the penny arcade, producing abundant variations on the theme in his collages. It was a difficult time in his personal life--he remained housebound for long stretches of time while nursing his brother Robert, who died in 1964, and his mother, who passed away the following year. During this time, Cornell's work dealt increasingly with the past and the future. The arcade game recalled Times Square, and summoned up his associations with the area and the time he spent there during his own childhood in the 1920s.
In the present collage we find pennies arrayed in a constellation (another important theme for Cornell) of copper, set out as points on an incised "sky chart." At the center of this universe is a child's carousel horse. In his diary entry of 5 April 1962, Cornell wrote that Manhattan at dusk, with its neon signs and lighted shop windows, looked to him like "a 'penny arcade' symbolizing the whole of this city in its nocturnal illumination its overwhelming poetic 'richesse' available for not even a penny--the appealing side of it despite violence in darkness" (Cornell Papers, Archives of American Art, 1061, 5 April 1962, quoted in C. Ratcliff, "Joseph Cornell: Mechanic of the Ineffable," exh. cat., op. cit., New York, 1980, p. 46). This description reveals the contradictions that Cornell saw as an inherent fact of urban life; he could envision poetry as well as menace, and find innocence and purity amid dirt and darkness. Indeed, at the heart of the positive aspect of this dichotomy was a nostalgia for his youth and his past, which was also mirrored in a tenderly lyrical optimism about the future. If the present brought sadness and tragedy, then art provided the means to overcome and transcend it.