George Frederick Watts first met the Poet Laureate Alfred Lord Tennyson in 1857 and painted this portrait shortly after. It is the first of six oil portraits Watts made of Tennyson between 1858 and 1890, and may partly be based on a photograph Watts owned by the Rev. C. L. Dodgson, also known as the famed writer Lewis Carroll, author of Alice's Adventures in Wonderland (1865). At the sitting Tennyson is said to have questioned the artist about his thoughts when painting a portrait and to have transposed Watts’ reply into verse:
As when a painter, poring on a face,
Divinely thro’ all hindrance finds the man
Behind it, and so paints him that his face,
the shape and colour of a mind and life,
Lives for his children, ever as its best
And fullest.