The subject of this picture is taken from Ovid's Metamorphoses. Wilson depicts the moment when Phaeton - shown kneeling - petitions his father, Apollo, to drive the latter’s chariot across the skies. This wish, which his father reluctantly grants, leads to the ensuing tragedy; Jupiter, fearing catastrophe, sends a thunderbolt to destroy Phaeton and the chariot, which hurtles into the River Eridanus. The protagonists, shown at the centre of the composition, are flanked by Phaeton’s five sisters, who were afterwards turned into poplars.

Dated by Paul Spencer-Longhurst to 1754-55 (Richard Wilson Online Catalogue Raisonné, no. 119A, accessed 23 March 2026), the present picture was commissioned in Rome by Francis Egerton, 3^rd Duke of Bridgewater. It was later acquired, at Christie's on 22 March 1803, by Peter, 5th Earl Cowper, from the collection of the celebrated connoisseur, Walsh Porter (d.1809). The Bridgewater picture was engraved by William Woolett and described by both Benjamin Booth (op. cit.) and Joseph Farington, the diarist and Wilson’s pupil, who, in an entry in his diary for 24 May 1801, records: 'West [Benjamin West] told me the Duke of Bridgewater has sold his two by Wilson, viz., Phaeton & companion' (op. cit., 1979). The companion to which Farington refers is now accepted as the canvas showing The Destruction of the Children of Niobe (UK, private collection; see Richard Wilson Online Catalogue Raisonné, no. P90A), a work for which the Roman painter Placido Costanzi is thought to have contributed the figures. Although, in the past, it has been suggested that the figures in the present canvas were executed by an Italian artist based in London, possibly Giovanni Battista Cipriani, Martin Postle has recently noted that they appear to be by the same hand as that employed for the Niobe composition (op. cit., 2014).

A larger version of the subject (96 x 96 in.), in which the composition is reversed, was one of four pictures commissioned from the artist by Henry Blundell for Ince Hall, Lancashire (Richard Wilson Online Catalogue Raisonné, no. 119, accessed 23 March 2026). Another version was included in the William Angerstein sale, Christie's, 24 February 1883, lot 265, where it was described as 'Phaeton; A grand Landscape, with buildings and figures by P. Battoni. Engraved by Woollett'.

Accompanied by Robert Wood, the much-travelled antiquarian and archaeologist, Francis Egerton, then in his mid-twenties, arrived in Rome in late 1754. There they took lodgings in the Casa Guarnieri where Robert Adam was also staying. In addition to the works commissioned from Wilson, Egerton ordered four pictures from Joseph Vernet, a number of canvases by Gavin Hamilton and a Judgement of Paris by Mengs. On his return to England Egerton largely abandoned this early foray into collecting to focus on horse racing and his comparatively recondite interest in canal schemes, a passion for which he acquired the sobriquet the ‘Canal Duke’. His interest in collecting was resurrected in later life, culminating, in 1798, in his part-acquisition of the Orléans collection; this included a constellation of outstanding masterpieces by Raphael, Titian, Poussin and Rembrandt. Egerton also commissioned works from contemporary artists, the most celebrated example being Turner's Dutch Boat in a Gale, known as The Bridgewater Sea Piece (1801; London, National Gallery).

The picture collection at Panshanger was considered one of the best in Britain; with a nucleus formed by the 3rd Earl Cowper, it included such works as the eponymous Small Cowper Madonna (c.1504-5) and the Niccolini-Cowper Madonna (1508), both by Raphael and both today at the National Gallery of Art, Washington.