Only one manuscript of the sonnet survives, DGR's corrected copy in the Fitzwilliam composite sequence. The precise date of composition is not known, but it was almost certainly written while the painting was being executed in 1866. In any case the sonnet existed by 27 October 1866, for on that date George Boyce recorded in his diary that “Gabriel had been painting a beautiful picture he proposes calling Lady Lilith, and has written a fine sonnet under it.”

The sestet of the first printed text of 1868 differs in notable ways from the received text. The alterations were made in the Penkill Proofs in August or September 1869. As with its companion sonnet , a major revision involves its respositioning in DGR's works: in the 1870 the sonnet appears among the , but in 1881 DGR made it a part of . The shift in placement brought a change in the 1870 title, , to the received title; and there was a small change in line 7 as well.

Following WMR, Surtees says it was begun in 1864 (see WMR, 64 ); but it was commissioned (by Leyland) in 1866 and may not have been begun until that year; in any case, the surviving studies all date from no earlier than 1866, except for two undated notebook sketches. The finished (oil) painting is dated 1868 but it may not have been completed and sent to Leyland until 1869. In 1872 DGR secured the painting back from Leyland to make some alterations, including the removal of Fanny Cornforth's face as the model for Lilith and the substitution of Alexa Wilding's face. Accounts differ about whether Leyland asked to have this important change made, or whether it was DGR himself who wanted it.

Four surviving copies of the picture preserve Fanny Cornforth's head: the oil replica in the Metropolitan Museum of Art, the crayon drawing in the Tel Aviv Museum of Art, the pastel drawing in the Harry Ransom Research Center, and the chalk drawing in a private collection.

The point of departure for all later responses is Swinburne's essay included as Part II of the (pages 46-47).

DGR's comments on his “picture-sonnet” to his friend Hake are to the point here: “You ask me about —I suppose referring to the picture-sonnet. The picture is called by rights (only I thought this would present a difficulty in print without paint to explain it,) and represents a Modern Lilith combing out her abundant golden hair and gazing on herself in the glass with that self-absorption by whose strange fascination such natures draw others within their own circle. The idea which you indicate (viz: of the perilous principle in the world being female from the first) is about the most essential notion of the sonnet.” (see Fredeman, Correspondence , (21 April 1870) 70. 110 ).

First printed in May, 1868 as part of Swinburne's essay included as Part II of the (page 47). This text is taken from the frame of the painting that DGR executed at the time, and it corresponds to the surviving fair copy that was used as printer's copy for the Penkill Proofs. Reprinted in September 1869 in the Penkill Proofs for the 1870 volume of , it was eventually published in the section of the volume. In 1881 DGR printed it as sonnet LXXVIII in sequence in his volume.

The details in the poem reproduce those in the painting, except that DGR repeatedly alludes to the legendary and mythic materials that inspired him to paint the picture.

Allen calls attention to the contemporary relation between the figure of the femme fatale and the Women's Emancipation Movement in England. More specifically, she notes that among DGR's papers was a letter to the editor of the dated November 1869 in which the author, Ponsonby A. Lyons, makes the following observation: “Lilith, about whom you ask for information, was the first strong-minded woman and the original advocate of women's rights” (see WMR, 483 ).

The poem should be compared with DGR's translation of a passage from Goethe () and of course with his major work on this subject, . At least as relevant is the earlier sonnet in , , which is plainly recalled at the conclusion of this poem. The influence of Keats's is equally clear—a text, it should be recalled, famous for the ambiguous presentation of the knight at arms' witch-lady.

The autobiographical subtext of this work is radically conflicted. In one view Lilith is the figural form associated with Fanny Cornforth, but in another Lilith stands for DGR's dead wife Elizabeth. Those associations create an inertia for realizing the more oblique presence of Jane Morris in the poem, who in one view is figured as Eve (whereas in another, Eve is a sign of Elizabeth).

Agosta, 96-97 Allen, “ ” (June 1984), 285-294 Angeli, (1906), page 31 Baum, ed., 183-186 Doughty, 346-347 Edelstein, “,” (1979) 180-193 Faxon, 201-203 Fennell, 14-17 27-37 Marillier, , 132. McGann, , 17-18 Miller, “ (1991), 333-349 Pittman, “” (spring 1974), 45-50 Psomiades, , 126-129 WMR, 239-240 Sharp, , 207-210 Smith, “,” (February 1979), 142-145 Stephens, , 66. Surtees, I. 116-118 A. C. Swinburne, , 47