Her Grace The Duchess of Cleveland
Countess of Castlemaine
Portrait attributed to John Greenhill. Dated to no later than 1676.
Born	Barbara Villiers 27 November 1640 (17 November Old Style) Parish of St. Margaret's, City and Liberty of Westminster, Middlesex, England
Died	9 October 1709(1709-10-09) (aged 68) Chiswick Mall, Middlesex, England
Nationality	English
Spouse(s)	Roger Palmer, 1st Earl of Castlemaine Robert Fielding
Issue	Anne Lennard, Countess of Sussex Charles FitzRoy, 2nd Duke of Cleveland Henry FitzRoy, 1st Duke of Grafton Charlotte Lee, Countess of Lichfield George FitzRoy, 1st Duke of Northumberland Barbara FitzRoy
Parents	William Villiers, 2nd Viscount Grandison Mary Bayning
Occupation	Lady of the Bedchamber

Barbara Palmer, 1st Duchess of Cleveland, Countess of Castlemaine (née Barbara Villiers /ˈvɪlərz/ VIL-ərz; 27 November [O.S. 17 November] 1640^[2] – 9 October 1709), was an English royal mistress of the Villiers family and perhaps the most notorious of the many mistresses of King Charles II of England, by whom she had five children, all of them acknowledged and subsequently ennobled. Barbara was the subject of many portraits, in particular by court painter Sir Peter Lely.

Barbara's first cousin, Elizabeth Villiers (later 1st Countess of Orkney 1657–1733), was the presumed mistress of King William III.

Born into the Villiers family as Barbara Villiers, in the parish of St Margaret's, Westminster, Middlesex,^[3] she was the only child of the 2nd Viscount Grandison, a half-nephew of the 1st Duke of Buckingham, and of his wife Mary Bayning, co-heiress of the 1st Viscount Bayning. On 29 September 1643, her father died in the First English Civil War from a wound sustained on 26 July at the storming of Bristol, while leading a brigade of Cavaliers. He had spent his considerable fortune on horses and ammunition for a regiment he raised himself; his widow and daughter were left in straitened circumstances. Shortly after Lord Grandison's death, Barbara's mother next married Charles Villiers, 2nd Earl of Anglesey, a cousin of her late husband.^[4]

Upon the execution of King Charles I in 1649, the impoverished Villiers family secretly transferred its loyalty to his son, Charles, Prince of Wales. Every year on 29 May, the new King's birthday, young Barbara, along with her family, descended to the cellar of their home in total darkness and clandestinely drank to his health.^[5] At that time, Charles was living in The Hague, supported at first by his brother-in-law, Prince William II of Orange, and later by his nephew, William III of Orange.

Tall, voluptuous, with masses of brunette hair, slanting, heavy-lidded violet eyes, alabaster skin, and a sensuous, sulky mouth,^[6] Barbara Villiers was considered to be one of the most beautiful of the Royalist women, but her lack of fortune left her with reduced marriage prospects. Her first serious romance was with the 2nd Earl of Chesterfield, but he was searching for a rich wife; he wed Elizabeth Butler in 1660.^[7] On 14 April 1659 she married Roger Palmer (later 1st Earl of Castlemaine), a Roman Catholic, against his family's wishes; his father predicted that she would make him one of the most miserable men in the world. The Palmers had joined the ambitious group of supplicants who sailed for Brussels at the end of 1659.^[8] In 1660, Barbara became the King's mistress, and on 20 August 1660 was awarded two pennies seigniorage on every Troy pound of silver minted into coins.^[9][10] As a reward for her services, the King created her husband Baron Limerick the Earl of Castlemaine in 1661. These titles were given with the stipulation that they would only be passed down through Roger's heirs by Barbara, and thus served as a way for the king to indirectly secure an inheritance for his illegitimate children.^[11] The two officially separated in 1662, following the birth of her first son. It has been claimed that Roger, Lord Castlemaine, did not father any of his wife's children.^{[12][unreliable source?]}

Lady Castlemaine's influence over the King waxed and waned throughout her tenure as royal mistress. At her height, her influence was so great that she has been referred to as "The Uncrowned Queen" and she was known to assert her influence with the King over the actual Queen, Catherine of Braganza.^[13] This initially began upon the Queen's landing at Portsmouth. Samuel Pepys reported that the customary bonfire outside Lady Castlemaine's house was left conspicuously unlit for the Queen's arrival.^[14] In point of fact, she planned to give birth to her and Charles' second child at Hampton Court Palace while the royal couple were honeymooning.^[15]

Of her six children, five were acknowledged by Charles as his. Charles did not believe he sired the youngest, but he was coerced into legally owning paternity by Lady Castlemaine:

• Lady Anne Palmer, later FitzRoy (1661–1722), probably daughter of Charles II, although some people believed she bore a resemblance to the Earl of Chesterfield. She was claimed by Charles, Chesterfield and Palmer. She later became the Countess of Sussex.
• Charles Palmer, later FitzRoy (1662–1730), styled Lord Limerick and later Earl of Southampton, created Duke of Southampton (1675), later 2nd Duke of Cleveland (1709)
• Henry FitzRoy (1663–1690), created Earl of Euston (1672) and Duke of Grafton (1675)
• Charlotte FitzRoy (1664–1718), later Countess of Lichfield. She gave birth to at least eighteen children.
• George FitzRoy (1665–1716), created Earl of Northumberland (1674) and Duke of Northumberland (1683)
• Barbara (Benedicta) FitzRoy (1672–1737) – Barbara Villiers claimed that she was Charles's daughter, but she was probably the child of her mother's second cousin and lover, John Churchill, later Duke of Marlborough

Upon the birth of her oldest son in 1662, she was appointed Lady of the Bedchamber despite opposition from Queen Catherine and the 1st Earl of Clarendon, chief advisor to the King and a bitter enemy of Lady Castlemaine. Behind closed doors, Barbara and the Queen feuded constantly.

Her victory in being appointed as Lady of the Bedchamber was followed by rumours of an estrangement between her and the King, the result of his infatuation with Frances Stuart. In December 1663, Lady Castlemaine announced her conversion from Anglicanism to Roman Catholicism. Historians disagree as to why she did so. Some believe it was an attempt to consolidate her position with the King, and some believe it was a way of strengthening her ties with her Catholic husband. The King treated the matter lightly, saying that he was interested in ladies' bodies, but not their souls. The Court was equally flippant, the general view being that the Church of Rome had gained nothing by her conversion, and the Church of England had lost nothing.

In June 1670, Charles created her Baroness Nonsuch (as she was the owner of Nonsuch Palace). She was also, briefly, granted the ownership of the Phoenix Park in Dublin as a present from the King. She was made Countess of Castlemaine and Duchess of Cleveland in her own right. However, no one at court was sure if this was an indication that she was being jettisoned by Charles, or whether this was a sign that she was even higher in his favours. The dukedom was made with a special remainder which allowed it to be passed to her eldest son, Charles FitzRoy, despite his illegitimacy.

King Charles II took lower status lovers, in particular actress Nell Gwynne, who is commonly romanticised as an orange seller. So did Barbara, who built up a reputation for promiscuity; her daughter Barbara Fitzroy, born in 1672, is believed to have been fathered by her second cousin John Churchill who went on to build Blenheim Palace later in life.

Lady Castlemaine was known for her dual nature. She was famously extravagant and promiscuous, with a renowned temper that often turned itself on the King when she was displeased. Diarist John Evelyn called her "the curse of the nation".^[16] She held influence over the King in her position as royal mistress and helped herself to money from the Privy Purse as well as taking bribes from the Spanish and the French, in addition to her sizable allowance from the King.

She also participated in politics, combining with the future Cabal Ministry to bring about Lord Clarendon's downfall. On his dismissal in August 1667, Lady Castlemaine publicly mocked him; Clarendon gently reminded her that if she lived, one day she too would be old. There are also accounts of exceptional kindness from Lady Castlemaine; once, after a scaffold had fallen onto a crowd of people at the theatre, she rushed to assist an injured child, and was the only court lady to have done so.^[17] Others described her as great fun, keeping a good table and with a heart to match her famous temper.

The King had taken other mistresses, the most notable being the actress Nell Gwynne. Later in their relationship, the Duchess of Cleveland took other lovers too, including the acrobat Jacob Hall, the 1st Baron Dover and her second cousin John Churchill. Her lovers benefited financially from the arrangement; Churchill purchased an annuity with £5,000 she gave him. The King, who was no longer troubled by the Duchess's infidelity, was much amused when he heard about the annuity, saying that after all a young man must have something to live on. Her open promiscuity and extravagant spending made her a popular figure for satirists to use to indirectly ridicule the King and his court, which made her position as royal mistress all the more precarious.^[18] In 1670 Charles II gave her the famed Nonsuch Palace. As the result of the 1673 Test Act, which essentially banned Catholics from holding office, she lost her position as Lady of the Bedchamber, and the King cast her aside completely from her position as a mistress, taking Louise de Kérouaille as his newest "favourite" royal mistress. The King advised his former mistress to live quietly and cause no scandal, in which case he "cared not whom she loved".^[19]

In 1676, the Duchess travelled to Paris with her four youngest children, but returned to England four years later. Her extravagant tastes didn't lessen with time, and between 1682 and 1683 she had Nonsuch Palace pulled down and had the building materials sold off to pay gambling debts. She was eventually reconciled with the King, who was seen enjoying an evening in her company a week before he died in February 1685. After his death, the 45-year-old Duchess began an affair with Cardonell Goodman, an actor of terrible reputation, and in March 1686 she gave birth to his child, a son.^[20]

In 1705, Lord Castlemaine died, and she married Major-General Robert Fielding, an unscrupulous fortune-hunter whom she later had prosecuted for bigamy, after she discovered that he had married Mary Wadsworth, in the mistaken belief that she was an heiress, just a fortnight before he married Barbara. She had complained of his "barbarous ill-treatment" of her after she stopped his allowance, and was eventually forced to summon the magistrates for protection.

Barbara died at the age of 68 on 9 October 1709 at her home, Walpole House on Chiswick Mall, after suffering from dropsy, now described as oedema of the legs, with congestive heart failure.

Barbara Villiers figures prominently in Bernard Shaw's In Good King Charles's Golden Days (1939) and Jessica Swale's Nell Gwynn (2015), played in the premiere productions by Daphne Heard and Sasha Waddell respectively.

Villiers is the protagonist in the following literary fiction novels:

• Royal Mistress (1977) by Patricia Campbell Horton
• Royal Harlot (2007) by Susan Holloway Scott
• Forever Amber (1944) by Kathleen Winsor
• A Health Unto His Majesty (1956) by Jean Plaidy
• The Sceptre and the Rose (1967) by Doris Leslie

And as being a recurring character in Susanna Gregory's Thomas Chaloner series of mystery novels.

Barbara is played:

• In the 1911 film Sweet Nell of Old Drury by Agnes Keogh
• In the 1922 film The Glorious Adventure by Elizabeth Beerbohm
• In the 1926 film Nell Gwyn by Juliette Compton
• In the 1934 film Colonel Blood by Anne Grey
• In the 1947 film Forever Amber by Natalie Draper
• In the 1989 film The Lady and the Highwayman by Emma Samms
• In the 1995 film England, My England by Letitia Dean
• In the 2009 film Broadside by Antonia Kinlay

Barbara is played:

• In the 1969 miniseries The First Churchills by Moira Redmond
• In the 1974 TV series Churchill's People by Diana Rayworth
• In the 2003 miniseries Charles II: The Power & The Passion by Helen McCrory
• In the 2014 miniseries The Great Fire by Susannah Fielding

• Andrews, Allen (1970). The Royal Whore: Barbara Villiers, Countess of Castlemaine. Chilton Book Company. ISBN 0-8019-5525-4.
• Fraser, Antonia (2002). King Charles II. Phoenix Paperbacks. ISBN 978-0753814031.
• Gilmour, Margaret (1941). The great lady, a biography of Barbara Villiers, mistress of Charles II. Knopf.

• "Portrait of Barbara Villiers". Archived from the original on 8 March 2006. Retrieved 23 March 2004.
• Portrait of Barbara Villiers and Charles Fitzroy^{[permanent dead link‍]}
• The Diary of Samuel Pepys