Rothenstein lived for four years in Paris from the age of seventeen. His artist friends were modern portrait painters: Whistler, Conder, Toulouse-Lautrec and the caricaturist Phil May. He returned to Britain with a commission to make prints of the dons at Oxford, which he published as 'Oxford Characters'. This portrait of Miss Williams was a commission from her brother. Both of them were academics, and became teachers. It was Rothenstein's first portrait on his return, painted in a studio he borrowed in Chelsea, which had been one of Sickert's. The portrait is deliberately eccentric, in its tall format, sharp lighting, her pose on the move, but most of all in the unflattering portrayal of the subject. It was never exhibited.