Nell Gywn, described by Samuel Pepys as 'Pretty witty Nell', was the most popular of King Charles II's mistresses, both in her own time and subsequently. The Restoration saw a shift in public morality which allowed women to act on the stage and Nell established a successful career as an actress, an occupation which was to bring her into contact with the highest echealons of society. Perhaps owing to her humble origins, never obtained a title nor apartments at Whitehall as did Louise de Keroualle, Duchess of Portsmouth, and Barbara Villiers, Countess of Castlemaine and Duchess of Cleveland, although her surviving son by the King, Charles Beauclerk, was created Duke of St Albans and the King was clearly fond of her, his last words were said to have been, 'let not poor Nelly starve' (G. Burnet, Bishop Burnet's History of his Own time, London, 1724, p. 263).
Lely's autograph portrait of her, from which Gerald Valck took his engraving c.1673, has not been identified and the present portrait is one of a number of versions that show, in reverse, a composition very close to this engraving. She is shown as a shepherdess garlanding a lamb, a pose that Lely often employed in the 1670s.
James, 2nd Earl of Fife, was a pioneer collector of historical portraits.