Inspired by the text-based works of fellow Pop artists Jasper Johns and Robert Rauschenberg, Ed Ruscha pursued a lifelong artistic exploration of the formal elements of printed text and its fluid relationship to the visual image. By culling words, images and phrases imprinted in his memory and found in mass media, such as print culture, advertising billboards, his work often serves as a visual encyclopedia of American culture. The artist has said, “Some [words] are found, ready-made, some are dreams, some come from newspapers. They are finished by blind faith. No matter if I've seen it on television or read it in the newspaper, my mind seems to wrap itself around that thing until it's done” (Ed Ruscha, quoted in "Premeditated: An Interview with Ed Ruscha", Real Life Magazine, Summer 1985). In the case of the present work, Ruscha gleaned his text from the master of the written word, William Shakespeare. Words #2 represents Ruscha’s first visual draft related to what would be his great mural installation at the downtown Miami-Dade Public Library. The artist felt this poetic line should float along the high circular rotunda of the library, almost like the great frescoes seen in places of worship. In order to read the entire quote, the viewer must gaze up and pivot in a full circle to read the final word “GO", which almost prompts the viewer to return to the beginning and start reading again.

In the present work, the line “Words Without Thoughts Never To Heaven Go” floats atop a cloudy light-blue sky. The words, decreasing in size, are centrally stabilized by a vertical stick which holds them in place so they don’t float off with the clouds. The quote and heavenly scene touch upon Ruscha’s early upbringing as a Catholic. Shakespeare, too, is known to have referenced Catholicism. “Words Without Thoughts Never To Heaven Go” are muttered by Claudius while he is trying to pray, unaware that Hamlet has been watching him in order to kill him. Hamlet does not proceed, because according to Elizabethan belief, a person killed while praying and confessing sin "would directly to heaven go". As Ruscha explains, “In Act III, Scene III of William Shakespeare’s Hamlet, the King utters, 'Words without thoughts never to heaven go.’ This noble quotation is as timeless as it is poetic. It is a quotation that is profound and yet simple. For me, it burns with curiosity” (Ed Ruscha, A Proposal by Edward Ruscha for the Circular Ring and for the Lunettes of the New Miami – Dade Public Library, online).