Linlithgow Palace and St Michael's Kirk stand on a promontory on the south shore of Linlithgow Loch, to the west of Edinburgh. From the late 13th century until 1746 the site was an important military stronghold. In 1440 the palace was rebuilt and from then until 1603, when James VI ascended the throne of England, was extensively used by the Scottish court. Linlithgow was a favourite residence of James V and his daughter Mary Queen of Scots was born there in December 1542. By 1688 it was in a ruinous state, and it was further damaged in 1746 when soldiers of the Duke of Cumberland's army, who were bivouacked in the palace, accidentally burned it down. In 1832 it was taken over by HM Commissioners of Woods and Forests who commenced restoration of the building.
Turner extensively sketched Linlithgow on his Scottish tour of 1801. This painting is based upon the sketch now in the Fogg Art Museum (Harvard, Cambridge, MA, USA). The picture is dateable to around 1806-7 and was first shown at the one-man exhibition that Turner staged in his own gallery at his home in the summer of 1810.
The composition is overtly classical, reminiscent for example, of the pictorial structuring used by Poussin for his Ashes of Phocion and Wilson for his view of Snowdon, both in the Walker's collection. Foreground trees are balanced on left and right, the palace is centred in the middle distance, and a pale blue haze describes the far distance. A further classical note is struck with the foreground addition of naked bathing women surrounded by a curious collection of artefacts that includes an earthenware jug, a wooden bucket and what appears to be a paddle. These nymphs, like those in The Falls of the Clyde at the Lady Lever Art Gallery, National Museums Liverpool, are a device used to elevate the picture. Topographically, the work is inaccurate - partly because details of window and crenellation were only rather summarily sketched by Turner. Other inaccuracies are more deliberate - particularly the added height of the palace, the tapering of the tower of St Michael's Kirk and the softening into the distance of the prominent tower of the Town House lying just behind St Michael's in the town of Linlithgow.
David Wilkie (1785 - 1841) noted in his Diary for 7 and 8 May 1810 in connection with the commissioning of the picture by Sir George Phillips that he thought it "one of his best pictures." The Sun newspaper (12 June, 1910) thought it had "all the higher qualities of the art." The picture was shown in Manchester in 1829. The critic of the Manchester Guardian (29 August, 1829), clearly dissatisfied with Turner's more advanced paintings, wrote: "Ah, Turner, Turner! Why will you not paint thus now? Why will you not leave gamboge, maguilp, and quackery, and return to nature?" Turner wasn’t striving for accuracy in this picture. The painting is an idealised view of the landscape designed to express the perfect order of the scene. The classical figures in the foreground were borrowed from history painting. They were included to help elevate the picture closer to that genre’s ‘grand style’.