The first series was painted between 1868 and 1870, when Burne-Jones' affair with his pupil, the painter Maria Zambaco, was at its height. Although Burne-Jones thought he already had the perfect woman, in his wife Georgie, he was unable to prevent himself from longing for his model and muse, Maria, in a violent internal conflict. See also the artist's biography on BM&AG.
Most scholars agree, based on an excerpt from Georgiana Burne-Jones's Memorials, that the head of Pygmalion in Series Two was modelled by W.A.S. Benson in the 1870s. While Antonio Corsi sat as the model for Series One. In Series One, there are four sculptural figures in the background representing the Four Seasons or Horae; in Series Two, there are only three, now the Three Graces. Cf. BM&AG [1]
The BM&AG also has a photogravure of this picture, from a leather bound portfolio of 91 photogravures of original paintings. The folio is signed by Edward Burne-Jones' son, Philip. The one shown at the Birmingham Art Gallery is one of an edition 200, purchased in 1900. Cf.[2]