Kelly was initially commissioned to paint the state portraits of George VI and Queen Elizabeth in 1938. He started immediately and was nearly finished by the outbreak of the Second World War in 1939. The paintings were moved from his studio in London to Windsor Castle where Kelly spent the next five years completing his commission. Not only did the Castle provide a refuge for Kelly, the young Princesses Elizabeth and Margaret Rose were sent to the safety of Windsor for the duration of the war while their parents remained at Buckingham Palace.

Queen Elizabeth is depicted wearing her coronation robes and regalia, which incorporate an elaborate scheme of embroidered National and Imperial emblems. Kelly enjoyed his sittings with the Queen and said of her, 'It is hard to suggest the admiration and affection which grew all around her. From wherever one looked at her, she looked nice: her face, her voice, her smile, her skin, her colouring - everything was right.'

The backdrop of this painting was originally intended to be the doors of the Crimson Drawing Room. Kelly later changed his mind and asked his friend Sir Edwin Lutyens to make a model, based on the Viceroy's House in Delhi, which makes the painting appear more spacious and stately.