The Three Marys was probably originally painted in sepia washes as a cartoon for one of the stained glass panels for St Michael’s and All Angels in Lyndhurst. Burne-Jones would often rework cartoons with the addition of watercolour or oils to create independent works of art. An example of this is St Dorothy (private collection) which had originally been a design for a window at All Saints Church in Cambridge. The decoration of the church of St Michael’s and All Angels in the village of Lyndhurst in Hampshire is one of the most significant decorative schemes of the mid-nineteenth century. With the combined geniuses of Philip Webb, William Morris, Edward Burne-Jones and later Frederic Leighton, the project is a tour de force of Pre-Raphaelite design and craftsmanship. The church itself had been designed by William White in 1858, in the heart of the New Forest. At the eastern end of the chancel is a magnificent stained glass window divided into a myriad of separate panels, with three long vertical panels illustrated with scenes of the New Jerusalem, including the Apostles, pairs of musician angels and the three Marys. These, along with six half-length angel musicians for the upper tracery, were designed by Burne-Jones between August 1862 and February 1863. This watercolour belonged to Dr Charles Bland Radcliffe (1822-1889) who lived at Henrietta Street, close to the Burne-Joneses who he befriended. He saved Edward Burne-Jones’ life on one occasion when he almost choked after being taken unwell on Christmas Eve. Following Radcliffe's death in 1889 the watercolour passed to his wife who exhibited it at Burne-Jones’ memorial exhibition at the New Gallery in 1898.
Fitzwilliam Account book 1862 Dec. 16 Large cartoon of Maries 5 -- To the traditional three Marys, Burne-Jones has added Maria, the Virgin Mary's sister. The model on the left can be identified as carrying the features of Fanny Cornforth, whilst the other three appear to be generalize with a strong influence from Bernardo Luini. A further influence from Luini can be detected in the similarity in structure with Christ Among the Doctors held in the national Gallery collection, that had been acquired in 1831
There is a striking resemblance between The Four Marys and Rossetti's The Beloved begun in Spring 1863. Burne-Jones was working on his watercolour over-painting of the cartoon in also in the Spring 1863. The similarities therefore are more than co-incidental and bearing in mind the intimacy of the two artists and the fact Rossetti was researching for a subject drawn from the Song of Solomon, it is not improbable that he took an idea from his young follower.