The painting records an event which took place on first of March 1842, during Queen Victoria's visit to Portsmouth. The Queen was accompanied by her husband Prince Albert, together with the Duke of Saxe-Coburg, his two sons Prince Augustus and Prince Leopold, the Duke of Wellington and others, as she toured Spithead in the steamer 'Black Eagle'. She then visited HMS 'Queen', 110 guns, which was anchored at Spithead and was the flagship of Vice-Admiral Sir E. Owen. His red flag is shown flying from the main, together with the red ensign, Union flag and the Royal Standard.

The visit took place on a foggy day with heavy drizzle, which the artist has suggested with low clouds and a black forbidding sea. Contemporary accounts record that the yards of the ships at Spithead were manned for the occasion and in the painting the sailors are shown standing on the yards wearing blue jackets and white trousers. As the 'Black Eagle' approached the 'Queen', guns were fired in salute very close by, and in the painting, both the ship on the right and the left are shown firing salutes. The royal party then boarded the 'Queen' where Queen Victoria inspected the ship. She visited the sailors' s quarters and asked to try a tot of rum. The ship on the far left flying the blue ensign and the flag of Admiral of the Blue is probably the 'Formidable'. The 'Queen' is shown in the centre of the painting, broadside to port, with a carved figurehead showing the head of a queen wearing a crown. Immediately in front of the 'Queen' is the 'Black Eagle' and the royal party are visible by the gangway. They are waving to the dignitaries and sightseers who have braved the weather in a flotilla of small ships to see the event. The women wave their handkerchiefs and the men their hats and even in the small boats the men are standing up to wave. The coastline of the Portsmouth is visible in the distance.

A number of sketches by the artist relating to this ship are in the NMM together with their accompanying notes. The artist learnt to paint while he was serving in the Royal Navy. He later took up painting as a profession to augment his half-pay, and concentrated on naval subjects. The picture is signed and dated 'R S Thomas, Pinx 1842'.