A woman stands in the center of this work, her head tilted to one side and slightly back. Her eyes are closed and her black hair falls around her shoulders. She is nude, although no details of her bust are given; instead, she hovers as though a ghost, her pallid skin defined by the darkness engulfing her. Swarming around her form are bands of color--red, blue, and shades of gray--that add to the painting's eerie affect. Wrapped around the crown of her head, one red, swirling band alludes to the halo so often seen in traditional depictions of the Lady Madonna.

In the frame's bottom left corner, a small figure that is perhaps a fetus or newborn looks out at the viewer with huge eyes devoid of pupils. Its arms are crossed over its chest and its lower body trails off like a vapor. A slight downward turn of the figure's mouth adds to its pathos.

A red border full of squiggly lines evocative of sperm runs around almost the entire perimeter of the painting; only the bottom of the frame and the area around the small figure are unbounded. The sperm swim clockwise from the small figure around the top of the painting, down the right side, and into the bottom of the black background. Lines trespassing from the border into the Madonna's space suggest movement of the sperm into the nether regions of the Lady--i.e. her genitalia--and imply pregnancy.