Nelson's final flagship, 'Victory', is shown to the right, in bow view, moving under tow up Portsmouth Harbour. Although she had spent over 100 years afloat there since her final sea-going commission, the ship was brought into the Dockyard's No. 1 Basin on 16 December 1921 to have her ballast removed. On 12 January 1922 she was then moved the few yards to what has since been her permanent home in the No. 2 Dry Dock.

From the main and foremasts she flies the flags of St George and St Andrew as well as the red ensign. She also flies the white ensign from the stern. The royal crest can be seen on the bow. There are a number of modern steam warships shown moored up on the left of the painting. The nearest, alongside Pitch House Jetty is the 'Thunderer', used as a cadet training ship from May 1921. In front of the 'Thunderer' sailors in a ship's boat have raised their oars to salute 'Victory'. The ship astern of her and alongside Boat House Jetty may be the 'Barham'. The other vessels berthed alongside the Kings Stairs and South Railway Jetty are too indistinct to be positively identified. There is land dimly discernible in the background which includes the shore base, HMS 'Dolphin', positioned on the west side of the harbour entrance.

The 'Victory' was regarded as a national icon and Wyllie's response is to show the ship in an atmospheric study of golden sky and grey shipping. There is an emphasis on the expanse of sky, in which a watery winter sun is thinly veiled on the left. The artist differentiates between the greyness of the modern steel ships and the old sailing ship positioned against the golden glow from the sky. In the water ahead of her, the path is also bathed in brilliant light with seagulls flying low over the surface. There is also a contrast between the streamlined and uncluttered steel ships and the detailing of the masts and rigging of the 'Victory', evoking a sense of loss and inviting comparison with Turner's 'The "Fighting Temeraire" Tugged to her Last Berth to be Broken Up', of 1838. The golden sunset also emphasizes this sense of loss as the old warship passes.

The son of an English genre painter, William Morrison Wyllie, the artist was a painter and engraver. He spent most of his childhood summers in France, where his parents owned houses on the coast, first at Boulogne and later at Wimereux. He entered the Royal Academy schools in 1866 and won the Turner Gold Medal for Landscape in 1870. His interest in the sea developed into a continuing career as a marine painter. He was elected ARA in 1889, following an exhibition of 69 watercolours at the Fine Art Society. In the 1890s his development as a watercolourist reached its peak. He worked on paintings of shipping throughout World War I. Thereafter he is best remembered for his series of small etchings and drypoints of London views in the 1920s, and for his large but only partly successful panorama of the Battle of Trafalgar, painted shortly before his death for what is now the Royal Naval Museum, Portsmouth. This was previously 'The Victory Museum' and was developed in parallel to the restoration of the ship in the adjacent dock from 1922, a project headed by the Society for Nautical Research. Wyllie, a founder member of the Society, was also a leading supporter of the 'Save the Victory' campaign, this painting being one manifestation of that support, as was his work on the panorama.

During the preparation of this painting, Wyllie made many drawings including some showing the shot-holed topsail of 'Victory', stored since the ship returned from Trafalgar. The painting is inscribed 'W.L.Wyllie 1922', bottom right.