Lilian Mendelson, a painter, became Bomberg's second wife in 1941, but had been his companion since 1928. Bomberg produced a series of portraits of Lilian and himself during the 1930s and these are notable for their use of vigorous brushstrokes. This half-length portrait of Lilian is one of that series. Lilian remembered that she sat with a black satin dressing-gown around her shoulders and arms, because she was shy of posing completely nude. Bomberg required her to pose quite still and in total silence, in order that nothing interrupted his concentration.