I painted the girl in this painting from photo reference. I wanted to capture the moment at which she realizes she's trapped and there's no where else to go. I started by painting her portrait and when I was at about the halfway point I copied what I had of her onto a concept for the BG. I went back and forth from her to the BG until i finished her and then finished the whole thing. I used Nuke(a compositing package) to defocus the BG to achieve proper circles of confusion. I did this for the spiderweb also. The spiderweb was the final element I painted just to trap her into the picture a little more. I called the bird creature in the BG VURD.
there are breakdowns for the portrait and BG here:
http://www.youtube.com/profile?user=chewball