The engagement took place on 20 July 1745, when the French Man-of-War, the 'Elizabeth' carrying arms to Scotland and escorting the Sloop 'Du Theilly', with the Young Pretender on board, was sighted by Captain Peircy Brett in the 'Lion' off the Lizard at four o'clock. Brett made four drawings, illustrating the successive stages of the encounter and this picture is based on that of the final phase (in the Sandwich collection, Kingzett, op. cit., pl. 9a); the 'Elizabeth' had seized the opportunity of a shift in the wind's direction to escape, and the 'Lion', much damaged and powerless to pursue, is seen firing a last raking volley.
As Kingzett establishes in considerable detail, this, the first of Scott's three versions of the subject (the others are in the Sandwich and Molesworth St. Aubyn collections), is from the series of canvasses Scott painted for the Hall at Shugborough, Staffordshire. The house had been inherited by Thomas Anson in 1720 but his childless brother, Admiral George Anson, who in 1757 was enobled as Lord Anson, contributed to its adornment, and the statement that the picture was painted for him is thus very probably correct. The series is documented in a letter of the Admiral's wife, Lady Anson, of 1750, in which the present picture 'the Lyon and Elizabeth' and its pendant The Taking of the Acapulco Ship now at Greenwich, are stated to have flanked the door to the dining room. Of the series, The Nottingham and the Mars and The Destruction of Payta are also at Greenwich; while the identity of other components is considered by Kingzett, (p. 131).
When Samuel Wyatt redecorated the Hall at Shugborough in the 1780s, the pictures were evidently disposed of. They were presumably acquired by a member of the Keppel family because Admiral Viscount Keppel (1725-1786) had served under Lord Anson.