she found shelter for the illegitimate son of her daughter Barbara, and where 'Walpole House' is traditionally associated with her residence. In July 1709 she fell ill of a dropsy, which 'swelled her gradually to a monstrous bulk' (Boyer), and she died at Chiswick on Sunday, 9 Oct. 1709. Four days later she was buried in Chiswick parish church, her pallbearers including James, duke of Ormonde, James, duke of Hamilton, Algernon, earl of Essex, and Henry, earl of Grantham. No monument was erected.
By her will, dated 11 Aug. 1709, and proved the day after her death, the duchess appointed her second son, the Duke of Grafton, her residuary legatee. Greedy and ravenous as her whole life had been, her extravagance was more than commensurate with her avarice, and she seems to have had little to leave beyond her personal effects and the park of Nonsuch (cf. Gent. Mag. 1837, ii. 144). The title passed to her eldest son Charles, first duke of Cleveland, who settled in 1722 at Cleveland House, St. James's Square (Dasent, Hist. pp. 101 sq.)
All her contemporaries agree that Barbara Villiers was possessed of great beauty, both in face and form (she was, says Oldmixon, at once the fairest and the lewdest of the royal concubines); she was twitted in her early years for her 'black eyes' and plump 'baby-face,' but after her first triumphs she affected the pose of the jealous termagant with the result that it became almost habitual to her. She had dark auburn hair and blue eyes, and looked equally irresistible whether in 'full panoply' or in the lighter costumes which Pepys describes as especially becoming to her. There are at least five distinct full-length portraits of the Duchess of Cleveland either by, after, or in the school of Sir Peter Lely, and of these several replicas exist. The beautiful Lely at Hinchinbroke (1663), a present to the first Earl of Sandwich, was described by Pepys as 'a most blessed picture,' and 'one I must have a copy of;' but he had eventually to content himself with some engravings from Faithorne's shop (Diary, ii. 368, iv. 179). The portrait now at Bretby, in which she is represented dressed in grey and seated on a throne, has been engraved by Williams and by Cooper; and the print, slightly modified, has also done duty as the Empress-queen Maria Theresa. The full-length of the duchess as Mary Magdalen at Panshanger has been modified in the etchings made by Enghels (1667) and others. Of the three-quarter-lengths by or after Lely the finest are at Hampton Court (as Bellona, many engravings), at Ditchley (in mourning for Castlemaine—a replica in National Portrait Gallery), at Savernake (as Saint Catherine of Alexandria—replicas at Oakley Grove and in the National Portrait Gallery), at Dorney Court (as St. Barbara), at Holker Hall, at Combe Abbey, and the two at Althorp. Half-lengths after Lely are at Hatfield (on a stone parapet in a yellow-brown dress), Belhus (co. Essex), Middleton Park (in a horned head-dress), and elsewhere. The beautiful half-length by William Wissing [q. v.] has been engraved by R. Williams (this portrait is selected for reproduction in 'Twelve Bad Women,' ed. Vincent, p. 99, and it is probably the one which does most justice to the lady's charms). Among the portraits of the duchess by Gascar are a fine three-quarter-length at Belhus, sitting on a carved sofa with her daughter Barbara in her lap (mezzotint, in British Museum), and a half-length at Lee Priory. A portrait of the duchess as the Madonna is mentioned by Walpole (Anecd. 1786, iii. 133), and by Granger, who says that the original was at Dalkeith House, and that a replica was sent to a convent in France (iv. 161); and one of her as Iphigenia (with Charles II as Cymon) is described by Mason (Memoir of Gray, 1775, p. 307). She was specially fond of posing as a saint or as a mourner; the portrait of her in weeds at the National Portrait Gallery was for many years supposed to represent Rachel, lady Russell. Miniatures and crayon portraits, some of the latter by Faithorne, are numerous. A very long, though by no means complete, list of the Cleveland portraits is given in Steinmann's 'Memoir' (pp. 238-52).
The British Museum print-room has three interesting engravings by Sherwin, one of which, a three-quarter-length (no painter's name), in pastoral dress, with a shepherdess's crook, probably suggested to Pope his description of the duchess: 'here in ermined pride, And there Pastora by a fountain's side' (Mor. Epist. ii. 8). Granger enumerates fifteen engraved portraits of the Duchess of Cleveland (Biogr. Hist. 1775, iv. 160), and Steinmann just over twice that number (Memoir, pp. 250-1); twenty-three are enumerated in the 'Catalogue of the Sutherland Collection' (now at Oxford), 1837, i. 216.
