This is the first of three paintings by Brown that illustrate scenes from Shakespeare's tragedy King Lear. All three pictures are based on a series of pen and ink sketches produced during a trip to Paris in 1843-4. On 2 May 1848 Brown saw William Charles Macready (1793-1873) in a production of the play, and began work on this picture in November of the same year.
The painting illustrates Act IV, Scene VII from the play. Brown used models for most of the figures, but the head of Lear was inspired by 'a cast of Dante's and a drawing of Coulton' . He used his favourite model, Maitland, for the soldiers on the right, and his new pupil and friend, Dante Gabriel Rossetti, for the fool, who holds Lear in his sinister stare. He modelled the head of Cordelia on his own wife-to-be, Emma, but the hands were those of a professional model, Mrs Ashley. In order to render the spirit of Shakespeare's play, he chose to dress his figures in the costume of the 6th century when, according to Brown himself, as noted in his 1865 catalogue, 'paganism was still rife, and deeds were at their darkest.' Behind Lear's head he includes a detail from on of the main scenes in the Bayeux Tapestry.
The picture was first shown at the Free Exhibition in 1849, where it was well received, but remained unsold. Brown continued to work on the picture intermittently until 1854, when it was bought by John Seddon the architect for 15 guineas.