[1] The painting depicts the 98-gun HMS Temeraire, one of the last second-rate ships of the line to have played a role in the Battle of Trafalgar, being towed up the Thames by a paddle-wheel steam tug in 1838, towards its final berth in Rotherhithe to be broken up for scrap.

The current scholarly view is that it cannot be determined whether Turner actually witnessed the towing of the Temeraire, although several older accounts say that he watched the event from a variety of places on the river.

The Temeraire was a well-known ship from her heroic performance at the Battle of Trafalgar, and her sale by the Admiralty had attracted substantial press coverage, which was probably what brought the subject to his attention.

On the opposite side of the painting to Temeraire, the same distance from the frame as the ship's main mast, the Sun sets above the estuary, its rays extending into the clouds above it, and across the surface of the water.

[16] Before being sold to the ship-breaker John Beatson, the ship had been lying at Sheerness Dockyard, and was then moved to his wharf at Rotherhithe,[17] then in Surrey but now in Southwark.

As shown in a "prosaic drawing, made on the spot by a trained observer" (William Beatson, the ship-breaker's brother) and turned into a lithograph, her masts and rigging were removed before her sale and journey to the breaker's yard.

[24] The novelist William Makepeace Thackeray, reviewing for Fraser's Magazine "in the form of mostly facetious letters" supposedly by "Michael Angelo Titmarsh Esq."

[25] Turner displayed the painting in 1839 accompanied by an altered excerpt from Thomas Campbell's poem Ye Mariners of England, reading: The flag which braved the battle and the breeze, No longer owns her.

In 1844 he loaned it as part of his deal for reproductions to the print publisher J. Hogarth, who exhibited it at his premises, but about a year later wrote a draft note replying to another request saying that "no consid[eratio]ns of money or favour can induce me to lend my Darling again".

[28] The picture remains in "exceptionally good condition", apart from slightly discoloured varnish, and seems never to have received conservation treatment beyond the removal of surface dirt in 1945 and a lining in 1963.

X-ray images reveal that Turner seems to have used a canvas on which he had started another marine picture, with a large sail where the tugboat's above-deck structures now are.