Willem de Kooning began working on Two Women with Still Life in Southampton, New York, where he was staying for the summer. During the previous two years, he was consumed with the creation of a large painting of a woman, Woman I. Although away from his New York City studio, he was likely still grappling with that painting. His expressive use of pastels ran counter to the traditional technique of applying the darkest pigments first, then layering lighter pigments to build forms and create highlights.