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As the most notorious –and most frequently painted- of King Charles II's mistresses, Barbara Villiers Duchess of Cleveland remains one of the most enduring symbols of the indulgences and excesses of the Restoration Court.

She was painted by him in a variety of guises and poses including as the Magdalen, St Barbara, the Madonna and Minerva. The paramount importance of her image emerges from a number of sources. Pepys refers to one of Lely’s portraits of her in 1662 as a ‘most precious object… that I must have.’ Contemporaries noted the particular power that her appearance had over the painter, to whom her beauty was, in his words, ‘beyond the power of art.’ An anonymous writer observed that Lely ‘put something of Clevelands face as her Languishing Eyes into every one Picture, so that all his pictures had an air of another, all the Eyes were Sleepy alike.’ Even before she sat to Lely, her lover, Lord Chesterfield having gone into hiding after killing a man in a duel, heard rumours of her intimacy with the King and wrote: .... let me entreate you to send me your picture, for then I can love something that is like you, and yet unchangeable...”

At the Restoration she was established as the King's favourite mistress and despite his marriage to Catherine of Braganza and the jealousy of other courtiers, she maintained a powerful influence at Court. At least three of her children were acknowledged as his by the King and by 1665 she was termed the maitresse en titre. Amongst her various liaisons was one in 1668 with the tragic actor Charles Hart in retaliation for the King's growing attraction for actresses such as Moll Davis and Nell Gwynn. Despite enormous gifts of property, grants and money from the royal purse her expenditure considerably outstripped her income. According to the diarist Samuel Pepys, her jewellery at the theatre one afternoon was estimated as worth 40,000l. And in one single night at cards she lost considerably more than half this sum. In 1670 she was created Baroness Nonsuch, Countess of Southampton and Duchess of Cleveland. This was a reward for her services, but also a compensation for retirement. By the early 1670s her influence had been entirely supplanted by Louise de Keroualle, Duchess of Portsmouth. After this she spent some time in Paris before returning to England a few months before Charles II's death in 1685. On the death of her husband Roger Earl of Castlemaine in 1705 she married Major-General Robert Fielding, a bigamist who was jailed for threatening and maltreating his wife. She died of dropsy at Chiswick on 9th October 1709. Among her various illegitimate children by the King were the Duke of Grafton, the Duke of Southampton and Lady Charlotte Fitzroy Countess of Lichfield.

This portrait of the Duchess is a curiosity, since the head reproduces that of the 1662 full-length portrait of the Duchess (Knowle, National Trust) but the body is derived directly from Lely’s 1674 portrait of Mary of Modena Duchess of York (Historical Portraits, London).