Kneller was born in Lubeck, studied with Rembrandt in Amsterdam and by 1676 was working in England as a fashionable portrait painter. He painted seven British monarchs (Charles II, James II, William III, Mary II, Anne, George I and George II), though his portraits of Charles II are not longer in the collection, and in 1715 was the first artist to be made a Baronet (the next was John Everett Millais in 1885). A set of portraits of naval heroes was given by George IV to the Royal Naval Hospital in Greenwich in 1824.

In 1690 Mary II commissioned Kneller to paint a series, in Defoe’s words, ‘of the principal Ladies attending upon her Majesty, or who were frequently in her Retinue’. They originally hung in the ‘Water Gallery’ at Hampton Court, until it was destroyed in c. 1700, when they moved to their present location in the Eating Room below stairs, also at Hampton Court. According to Horace Walpole Mary II was advised by Lady Dorchester against the idea of having the most beautiful of her court painted: ‘Madam, if the King were to ask for the portraits of all the wits in his court, would not the rest think he called them fools?’

Frances Whitmore, Lady Middleton (c. 1666-94) was the wife of Sir Richard Middleton, 3rd Baronet of Chirk; she is here shown holding her crimson dress in her left hand, a shepherd's crook in her right, a lamb at her feet; beyond, a landscape with a pool and a wooded glade.