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Gainsborough moved from Bath to England's capital city in 1774. He first portrayed the Hon. Frances Duncombe (1757–1827) when he was still in Bath and she was about sixteen. That painting was part of a series of bust-length portraits he made of the family of the Earl of Radnor at Longford Castle, where Frances had moved after the death of her parents. This full-length portrait of Frances, just shy of her twenty-first birthday, likely commemorates her marriage—against her guardians' wishes—to John Bowater, whose substantial debts were relieved by her wealth. Her satin Van Dyck–style dress adorned with hundreds of pearls and standing dog-tooth collar relates to contemporary masquerade wear. It also reflects the trend in Gainsborough's time of evoking Van Dyck's portraits from the previous century, which visually associated modern sitters like Frances with respectable English history and heritage. Soon after their marriage, the Bowaters fled to Europe. Their marriage dissolved, and in Bonn, Germany, Frances became acquainted with the musical circles—including the young Beethoven—of Maximilian Franz, Elector of Cologne and brother of Marie Antoinette. At the time of the French queen's execution, Frances returned to England, where she lived with this portrait until her death.
