This was painted primarily from a model at Camberwell School of Art, where Pasmore was a visiting lecturer. During the 1940s Pasmore produced a number of intimate portraits and still lifes. At the same time he was making an intensive study of old master paintings for larger compositions. According to the artist, the final form of this work was 'a complete invention imposed on an unfinished painting done direct from the model.' There is an earlier portrait of the same model, seen in profile, 'Woman in a Red Hat', in the Ashmolean Museum, Oxford.