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This ballad is one of two songs that Lana Del Rey sings and co-wrote for the Tim Burton movie Big Eyes. The other tune, "I Can Fly," plays over the closing credits.

The film's producer and co-writer Larry Karaszewski explained to Billboard magazine. "Women in particular seem to get the movie, and Lana really got the movie. The whole thing is about a woman who can't find her voice."
The tune plays at a critical juncture during the film. "It almost becomes a musical," he added. "Lana's song expresses what Margaret is feeling so perfectly, it's like a soliloquy of her inner thoughts."

Del Rey and co-writer Daniel Heath originally conceived this as the closing credits song, but it was felt the tune was too downbeat to send audiences out. It was the soundtrack's composer Danny Elfman who discovered the ballad fitted perfectly halfway through the film.

Billboard magazine asked Del Rey if there was a line she started with when penning this song. "I guess I had a couple of couplets that came and I guess the verse: 'I saw you creeping around the garden/ Where are you hiding?,'" she replied. "Melodically, it was something that came quickly to me and I liked the idea of trumpets coming in for the chorus making it a little bit weird and jazzy."

"I always like to mix in something I like – the garden and the trees even though she wasn't always painting outside," Del Rey added. "'Big Eyes' was meant to sum up her tale with a bit of my own personal imagery."

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