The main aim of this study is Joseph Cornell’s (1903-1972) box construction ofPenny Arcade Portrait of Lauren Bacall, and how the designing process fromproduction of the film to the screening embodied in a box the centre of Cornell’sgeneral interests: Penny Arcade Machine, Cinema and Actress, and to bring out itsvisual meaning with a cinematic view.Joseph Cornell was a Dutch American artist who had produced works of art usinga variety of forms of media such as collage, assemblage and film-making sincel930’s. As abstract expressionism was becoming the trend in art in America, he wasvigorously devoting his artistic talents to the making of a box construction whichwas regarded by some as ‘strange’. Ironically, Cornell’s major features: repetitivecomposition of adopted images and use of object were transformed into modern artafter the l960’s, and this illustrated his irresistible influence. His box constructionwas the centre of attention of both artists and art critics. Cornell’s box, which wasschematized compositing with collages of copied famous paintings and photographsin the box were sporadically made with no consideration of certain periods; themeslike his series of boxes:the Soap Bubble Sets, the Ballet, the Medici Slot Machine,and the Bird Cage from the l930’s to l950’s. The Penny Arcade Portrait of Lauren Bacallis evaluated as his masterpiece,which demonstrates his artistic values and his interpretation of the world as if hiswhole life was displayed in his own individual exhibition: Romantic Museum, at theHugo Gallery-Portraits of Woman in l946. Whilst Cornell was engrossed in MediciSlot Machine series, he became fascinated by the leading Lauren Bacall after he hadwatched her performance in the film ‘To have and have not’(1944) rather than beinspired by the movie itself. This brought him to start work on The Penny ArcadePortrait of Lauren Bacall.The most significant point in this work is to show its morphological featurethrough the motive, and through his record of the work. In other words, Cornell hadleft a dossier about Bacall from earliest beginning until 1970, two years before hisdeath. On the basis of the records, this research will describe the process of how heimported the structural features of Penny Arcade Machine which is the original formof film, and other filming techniques into this work. This also divided into Mise-en-Scene editing and showing aspects from filming to screening. First of all, Mise-en-Scene, which includes camera angles, movement and framing in a movie shows howrestraint photos in the frame was reconstituted in a formative way, and withreproduction of time, space and the controlling of distance between spectators.Secondly, editing confirms that each frame has a big effect on vision and brings asatisfactory result as interpreted frames by Mise-en-Scene are closely connected.Needless to say, predictable flow of works formed with narrative, generallydevelops with panoramic formation. Whilst Penny Arcade Portrait of Lauren Bacalldoes not have a clear direction or narration nor substance and was not summarizedas a special event, however, Cornell expanded the narrative by use of a montage, anda cross-cutting technique in his film.Lastly, The Screening, which is the core of this research, ‘Screening’does not refer to the practical meaning of showing. ‘Screening’at this point is a descriptiveword for basic installation, stimulation of illusion and, effectively, realization. Theapplied materials of the effective screen are that the first interlocking device in theform of Kinetoscope - as if pieces of film are moving, the second, ball in motion,and the third, Bacall’s close-up photo like a screen of film. Sorting through Bacall’sclose-up photographs, there are questionable facts which are evaded, trends in themovie, such as Bacall’s eyes towards the spectators; frame in frame, and exposingglasses as it stands. These features represent self reflection in a film, which meansan awareness of unrealistic illusion.Cornell tells us about the unrealism, and the fact that it is only installation whichleads people to look at fantasy, and intended vision by the use of self-reflection, as ifexposing that which lies beneath a mask. Through the characteristic of self-reflection in the media, Cornell presumably expressed his regret at the controversialremarks about Bacall as sexual material according to the opinion of the Researcher.