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Millais painted the landscape for this painting beside a stream while staying with his friend William Holman Hunt on a farm in Surrey in the summer and fall of 1851. The time Millais took over this painting from the life enabled him to represent the flowers he required (some of which were cited by Shakespeare in Hamlet and some of which were included for their symbolic value), even if they did not all bloom at the same time. Following a method much used by the Pre-Raphaelites, Millais painted the figure in his London studio during the following winter. There he observed the effect of drowning, again from the life, by having Elizabeth Siddal (the group's favourite model and Rossetti's future wife) pose in a heated bathtub, wearing an old-fashioned dress.
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