Maria Beatrice Anna Margherita Isabella d'Este was the daughter of Alfonso IV, Duke of Modena and Reggio (1634–62). Born and raised at the Palazzo Ducale in Modena, she was married in 1673, at the age of 15, to James, Duke of York, following the death of his first wife, Anne Hyde, in March 1671. Mary of Modena was a devout Catholic, and both she and her religion were viewed as threats to the Protestant succession. After many pregnancies, the queen's only surviving son, James Francis Edward, was born in 1688.

Mary of Modena sat to Lely on several occasions. This painting probably dates from the second half of the 1670s, a difficult time for the duchess, during which she gave birth to four children, only two of whom survived longer than a year. It is likely that the painting was started before 1678, when the Duke and Duchess of York travelled to the Continent and then to Scotland to escape the anti-Catholic hysteria of the Popish Plot in London. The duchess was also painted by Willem Wissing (Scottish National Portrait Gallery) and by Simon Verelst, in an unusual portrait in which she is depicted in an embroidered masculine riding habit.

Text adapted from Charles II: Art and Power, London, 2017.