This portrait is a poignant record of the brief friendship shared by two young men, George Huddesford and John Bampfylde. In the picture Huddesford hands his companion an engraving of their old school teacher, Joseph Warton, master of Winchester College, and himself a friend of Reynolds. Huddesford was then a budding satirist, who had taken lessons in painting from Reynolds. Bampfylde, a gifted musician and poet, fell madly in love with Reynolds's niece during the time this picture was being painted. She rejected his advances. Shortly afterwards Bampfylde succumbed to mental illness, spending the remainder of his life in a private asylum in Sloane Street, Chelsea.