Scott Weiland was in the throes of heroin addiction when he wrote the lyrics to this song, which is why the subject matter is so morose. Who is Lady Picture Show and why is she hiding behind her bedroom door? Weiland explained in his memoir Not Dead & Not For Sale: "['Lady Picture Show'] is about the horrific gang rape of a dancer who winds up falling in love but can't let go of the pain."
Stone Temple Pilots bass player Robert DeLeo wrote the music. He says it was inspired by "Apple Of My Eye," a 1973 song by Badfinger.
The video puts the band inside of an old-time movie and contains various images of peep shows and early cinema. It was directed by Josh Taft, who also did the videos for "Plush" and "Sex Type Thing."
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