Alice Stuart Wortley (1862-1936) was the third daughter of Sir John Everett Millais by his wife Effie, whose previous marriage to John Ruskin had been annulled in 1854. Known to her family and close friends as Carrie, she posed for a number of her father's pictures, and had already sat to him for a portrait in 1876. The present portrait was painted as a gift from the artist when she married Charles Beilby Stuart Wortley (1851-1926) in 1886. She was his second wife (his first, Beatrice Trollope, a niece of the novelist, had died a few days after the birth of a daughter in 1881), and probably met him through his elder brother Archibald John, who studied painting under Millais. Sons of the Rt. Hon. James Stuart Wortley, QC, MP, Privy Councillor and Solicitor General, the brothers came from a well-to-do family which included Lady Mary Wortley Montagu and Lord Bute, the Prime Minister, among its ancestors. Charles was educated at Rugby and Balliol, and called to the Bar in 1876. He became Conservative MP for Sheffield in 1880, and remained an active and respected member of the House of Commons until his elevation to the Peerage in 1917.

Charles had a passionate love of music, and this was the chief bond between him and Alice Millais, who had inherited a strong feeling for music from her father. (She contributed notes on 'Millais' Love of Music' to her brother's Life and Letters of the painter, 1899). Both Alice and her husband were fine amateur pianists. Alice had been taught to play 'in the Clara Schumann tradition' with hands low on the keyboard, 'never striking from above but able to caress the keys even in fleet passages ... Her special vehicles were the Schumann and Grieg Concertos, with Charles Stuart Wortley taking the orchestral part at the second of the two grand pianos that graced the drawing-room of their Norman Shaw house in Cheyne Walk, Chelsea [no.7]. Alternatively, husband and wife might play on the pair of uprights placed on either side of the schoolroom fireplace at the top of the house' (Moore, op.cit., pp.3-4). The couple moved in cultured circles, their special friends including Sir Claude Phillips, first Keeper of the Wallace Collection, and Frank Schuster, a wealthy, liberal patron of the arts among whose protégés was the young Siegfried Sassoon. They also, of course, knew numerous musicians. Paderewski was a particularly frequent guest, but the family's closest ties were with Edward Elgar, his wife Alice and daughter Carice. Elgar called Alice 'Windflower' after the themes of his Violin Concerto, and she remained an intimate friend until his death in 1934, two years before her own. Their correspondence has recently been published in Jerrold Northrop Moore (ed.), Edward Elgar. The Windflower Letters, 1989. The illustrations include (Pl.III) another portrait of Alice by her father, also painted in 1887 but in profile, which she bequeathed to the Elgar Museum at Worcester.