Brown began the painting in 1852 inspired by the departure of his close friend, the Pre-Raphaelite sculptor, Thomas Woolner, who had left for Australia in July of that year.

The two main figures, based on Brown and his wife, Emma, stare ahead, stony-faced, ignoring the white cliffs of Dover which can be seen disappearing behind them in the top right of the picture.

The family's clothing and the bundle of books next to them indicate that they are middle class and educated,[1] and so they are not leaving for the reasons that would force the emigration of the working classes; Brown's writing touched on the same theme: The educated are bound to their country by quite other ties than the illiterate man, whose chief consideration is food and physical comfortIn the foreground a row of cabbages hang from the ship's rail, provisions for the long voyage.

In the background are other passengers, including a pair of drunken men, one of whom was conceived by Brown as "shaking his fist and cursing the land of his birth".

He composed a short verse to accompany the painting in which the woman is depicted as hopeful for the future: She grips his listless hand and clasps her child,Through rainbow tears she sees a sunnier gleam,She cannot see a void where he will be.Brown's painting room was above a china shop at 33 High Street, Hampstead and sittings took place in the house's garden.

[4] Although Ford Madox Brown was never a member of the Pre-Raphaelite Brotherhood, The Last of England, like many of his paintings, exhibits the characteristics of the movement in its luminous colour and minute focus on naturalistic detail.