The work was commissioned from Burne-Jones by Frederick Richards Leyland, a Liverpool ship-owner and art-collector,[2] in the late 1860s. After a false start blamed on "poor materials", Burne-Jones began work on the painting proper in 1873, finishing the body of the work by the end of 1874; however, the painting was not first exhibited until 1877 at the opening exhibition of the Grosvenor Gallery in London.[1]
Burne-Jones used Maria Zambaco, who was probably his mistress from 1866 to 1872, for the model for the head of Nimue. Another portrait of Zambaco was used as a reference to Alice resembling her, one of the characters in the 1991 novel King Solomon's Carpet by Ruth Rendell writing as Barbara Vine.