This picture forms one of the ‘Windsor Beauties’ series, a set of eleven portraits of celebrated women at the Restoration court painted by Sir Peter Lely. The series was commissioned by Anne Hyde, Duchess of York, probably around 1662-5. Pepys recorded on 21 August 1668 that he ‘did first see the Duke of York’s room of pictures of some Maids of Honour, done by Lilly: Good, but not like.’ By describing the pictures as ‘not like’ Pepys is alluding to the often noted opinion that Lely flattered his subjects, and gave each portrait a similar languorous and ‘sleepy eyed’ air, said to have been influenced by the features of the noted court beauty Barbara Villiers, Duchess of Cleveland. Contrary to Pepys’s assertion, only one of the sitters, Frances Teresa Stuart (RCIN 404514) actually held the position of Maid of Honour in the Royal Household. Some of the others were noted courtesans, while others were respected members of the nobility. In 1674, after the death of Anne Hyde, the pictures were hanging as a group in the White Room at Whitehall which was reported as being 'Hunge wth white sarsanett [sarcenet - a soft fabric, usually of silk], and over it blew Mohair with silk fringe'. Eleven pictures are mentioned in this inventory, although ten today are identified as belonging to the group. The series was taken from Whitehall to Windsor, presumably by James II and hung in the Princess’s Dressing Room. In the reign of Queen Anne they were hung in the Queen’s Waiting Room and later in the Queen’s State Bedchamber. They were at Hampton Court by June 1835. All appear to be wholly by Lely’s own hand except Anne Digby, Countess of Sunderland (RCIN 404515) which is probably a studio copy. Barbara Villiers was Charles II’s principal mistress between 1660 and 1670 and the most powerful woman at court until she was supplanted by Louise de Kéroualle. The daughter of the Royalist William Villiers, 2nd Viscount Grandison (1614–43), she married Roger Palmer (1634–1705) in 1659; she was granted the title of Countess of Castlemaine in 1661 (entailing the ennoblement of her cuckolded husband Roger Palmer as Earl of Castlemaine) and was elevated to Duchess of Cleveland in her own right in 1670. After a public disagreement between Charles and Catherine of Braganza in 1662, Lady Castlemaine was made a Lady of the Bedchamber to the queen, and given a pension and lodgings at Whitehall Palace. Between 1660 and 1665 she bore the king five children, all of whom received titles, and though she did not achieve official recognition as maîtresse en titre like the powerful mistresses of French monarchs, her position allowed her to act as an intermediary and negotiate for patronage and benefits on behalf of others. She devoted much energy to public demonstrations of her hold on the king’s favour, through displays of jewels and wealth and her frequent appearances at court balls and entertainments. Pepys observed in 1663, ‘this day I was told that my Lady Castlemaine hath all the King’s Christmas presents, made him by the peers, given to her […] at the great ball she was much richer in jewells than the Queen and Duchess put together’. During the 1660s Lady Castlemaine served as the muse of the king’s painter, Sir Peter Lely. She appeared in at least ten paintings by Lely, who was reported to have said ‘that it was beyond the compass of art to give this lady her due, as to her sweetness and exquisite beauty’. Here Lely depicts her as Minerva, her youth, elegance and loveliness contrasting with the repulsiveness of the Gorgon’s head on her shield. The dramatic costume and stormy skies behind heighten the sitter’s calm beauty. In representing her as the promoter of peace and patron of the arts, Lely elevated the countess from mistress to goddess. Many other portraits show her in different roles: as the Magdalene (National Trust, Knole; cat. 166), a shepherdess (Althorp) and, with Charles Fitzroy, her first son by the king, as the Madonna (National Portrait Gallery). Text adapted from Charles II: Art and Power, London, 2017.