The sitter was one of the famous beauties of her time at the Court of King Charles II. Unlike the King’s other favourite, Nell Gwynne, she was well-born and well- connected before she met the King. She was the daughter of William Villiers, 2nd Viscount Grandison, and in 1659, at the age of 18, she married Roger Palmer, who was himself made 1st Earl of Castlemaine by King Charles II in 1661. She soon became the King’s mistress and he created her Duchess of Cleveland in her own right. She was also made Lady of the Bedchamber to a reluctant Queen Catherine of Braganza.  
Details of the Duchess of Cleveland’s Court life have survived, many of them venal. She bore the King six children, three of her sons being created Dukes of Grafton, Northumberland and Cleveland. She was also given the great Palace of Nonsuch in Surrey, built by King Henry VIII. After the sale of Nonsuch to pay her gambling debts, the Palace was demolished. The Duchess fell out of favour at Court, partly it seems because of her extravagance, and she retired to Paris in 1677.  She was widowed, made a disastrous second marriage, returned to England, and died in obscurity at Chiswick in 1709.
Lely painted the Duchess in many different guises and poses, as did other artists including Henri Gascars, Samuel Cooper, and John Michael Wright.  She appears as the Magdalen, as Minerva, as a Shepherdess and, inappropriately, as the Virgin with one of her children. This interpretation by Lely shows her as a Court beauty, datable on stylistic grounds to c1662, when her ascendancy at Court had begun. Her elaborate dress and languid pose give a sense of Court opulence, in which King Charles II indulged but modestly, compared with his counterpart in France, King Louis X1V. Several contemporary comments survive: Lely himself described her as a woman whose ‘sweetness and beauty were beyond the compass of art’.  An anonymous contemporary referred to this composition in observing ’Sir Peter Lilly when he had painted the Duchess of Cleveland’s picture, he put something of Cleveland’s face as her languishing Eyes into every one Picture, so that all his pictures had an Air of one another, all the Eyes were Sleepy alike’.

‍