This painting was exhibited at the Royal Academy in 1794 titled simply'‘Portrait of a Lady'. The original composition included a dog, now removed. The sitter is actually Lady Caroline, eldest daughter of the 1st Earl of Uxbridge, wife of the Honourable John Capel (1769–1819) (first son of the 4th Earl of Essex by his second wife), and sister of Henry, Lord Paget, later 2nd Earl of Uxbridge and 1st Marquess of Anglesey (1768–1854).

Lady Caroline is shown holding her sleeping first-born child, Harriet, later Mrs David Parry-Okeden (1793–1819), the eldest of 13 children she bore. The presence of the cradle implies, as was fashionable practice by then, that Lady Caroline was nursing the child herself. The domestic intimacy of her occupation, emphasised by the naturalism of the vegetation and landscape, is at odds with the grandeur of the paired-columns balustrade and looped curtain with tassels – derived from the grand aristocratic portraits painted by Rubens and van Dyck in Genoa.