In this unfinished group portrait Queen Victoria is sitting at a table with Princess Alice and Princess Helena standing behind her. The Queen rests her hand on the head of Princess Beatrice, who kneels at her feet and looks up at the bust of Prince Albert, who had died in 1861, two years before this picture was painted. Prince Arthur stands, in Highland dress with his arm round the base of the bust. Prince Leopold and Princess Louise kneel to place something, perhaps a wreath, at the foot of the pedestal.

On 25 February 1863 the Queen saw 'Mr Noel Paton, the Scotch painter, who has painted such beautiful pictures, & who is to do a small "In Memoriam" of me with Alice & the 3 youngest children'. Paton was prevented by illness from completing the painting. After the artist's death his executors agreed to sell the preliminary portrait drawings for the painting to King Edward VII. At the same time they offered the unfinished painting as a present. The artist's son noted : 'No man was ever more devotedly loyal than my father and the late Queen's appreciation of his work was I believe its only reward that he set much store by'. He also commented : 'Why the picture remained unfinished I do not know. It was kept out of sight in a locked case but I know that until quite recently my father did not abandon the hope of completing it'.