The Countess of Albemarle (1703 - 1789) was begun in 1757, three years after the death of her husband. The second Earl died suddenly in Paris, (leaving his family in debt), and Reynolds's portrait was not paid for until 1773.

The sitter was the mother of Reynolds's friend Commodore (later Admiral) Keppel, with whom he sailed to Italy in 1749.

The closely wrapped black shawl suggests her status as a widow, and her occupation is that of 'knotting', a fashionable occupation of the time akin to crochet work.