Countess Yulia Samoilova (n?e Palen, 1803-1875) was a rich heiress and Brulloff's mistress. After her first marriage to Count N. Samoilov, which ended with a permanent separation, she traveled all over Europe, living mostly in Italy and Paris. She met Brulloff in Rome and they fell in love. She supported him throughout his life and he painted numerous portraits of her. Unfortunately, they could not marry because divroce was illegal under the tenets of the Orthodox church.

All admired with her beauty. Pushkin has devoted to the Countess Yulia Samoilova such poem:

                    Alexander Pushkin
  In a Beauty's Album
                               1832
All harmony, all wondrous fairness,
Aloof from passions and the world,
She rests with tranquil unawareness
In her triumphant beauty furled. 
When, all about her, eyes hold muster,
Nor friends, nor rivals can be found,
Our other beauties' pallid round
Extinguished wholly by her luster.
And were you bound I know not where,
Be it to love's embraces bidden,
Or what choice vision you may bear
In heart's most private chamber hidden,-
Yet, meeting her, you will delay,
Struck by besmusement in mid-motion,
And pause in worshipful devotion
At beauty's sacred shrine to pray.

We can see her face in The Last Day of Pompeii among others shows the idealized figures of himself and Samoylova, as the mother with two daughters, as the dead woman in the center of the picture and several others.