The annual exhibition of the Royal Society of Portrait Painters is a roll-call of the great and good. But among the inevitable politicians, churchmen, dons and dignitaries are lesser-known faces. Why did they agree to be captured on canvas and what was it like being seen through somebody else's eyes? Four of them talked to Lee Rodwell.

EVERYONE DOWN TO THE MILKMAN SAW IT BEFORE I DID

Athena Strutt, 36, is married to a merchant banker who commissioned her portrait from Jane Bond.

We don't have a long line of Strutts down the hall, but there are family portraits going back as far as my husband's great-grandmother. Henry wanted the painting done for the children rather than for us.

I had no idea what I was letting myself in for. It was not just a question of sitting there and smiling sweetly. Jane took ages to decide where I'd be painted and what I'd be wearing. She took hundreds of photographs and I began to wonder whether the portrait would ever get done.

In the end she decided to use the panel bedroom because of the north light, but it's in part of the house which we rarely use and it was cold. The four- poster bed was soon covered with piles of clothes and heaps of costume jewellery. There were silks and velvets, black organza, ancient Chinese robes I'd found in the attic.

We started at 10am and broke for lunch at about 1.30pm. By that time we were both frozen. I found it hard to give up all that time and sit still. Jane banned the telephone from the room. We listened to opera, drank loads of coffee and talked.

We became quite close, but we had our moments. One morning she was in a real bate. She'd been up all night worrying about the picture and told me I was lucky she hadn't wiped it all off. But at times like that we just went off to different ends of the garden, calmed down and started again.

She was very protective of the picture. Everyone else down to the milkman was allowed to see it in progress, but she only let me look once. I think it's a very naked portrayal of my face. She didn't want me to wear make-up, but I didn't want to be flattered. I wanted it to be honest and true.

IT'S FUNNY HOW VANITY SETS IN

Michael Noakes, 60, was asked to sit by fellow portrait painter Michael Reynolds.

It was curious to be the other side of the easel. I never like people to see what I'm doing until near the end, then you have the shock value when the cover comes off. I always tell sitters they have seven-and-a-half seconds to say something - longer than that and my nerve crumbles.

I was once doing a programme for BBC televison and I had to paint a portrait of Eric Morley. They decide to show it to him for the first time on camera. His first words were: 'Oh my God.' Luckily his wife, Julia, simultaneously said: 'It's marvellous' - and gave me a big kiss, so viewers never heard Eric's reaction.

I saw my portrait growing from the initial stages because I used to wander round between sessions. I found it fascinating to see how Michael set about it. Sometimes he seemed to be smoking cigarettes and nothing much was happening. Sometimes he'd work frenziedly.

Standing can be quite tiring even for people who are used to it, like military men. One chats a lot. When Francis Pym was Foreign Secretary and first came for a picture I told him there were all sorts of things I'd love to ask him. After about half an hour in which I put various intricate questions (or so I thought) we had a break and he remarked: 'It's so therapeutic waffling about nothing.'

It's a funny thing how vanity sets in. I think I was holding my chin up so that less of it showed. I do remember saying at one point: 'For goodness sake, my mouth doesn't turn down like that.' But then my family said: 'Oh, yes it does.'

FINALLY, EVERYTHING STARTS TO HURT

Catherine Knowelden-Stultiens (below), 27, posed for her husband, Jeff, in a portrait he painted of the two of them.

I was only 19 when Jeff first painted me. I had a girl's face then. Now I look like a woman. But I'm not the sort to think 'Oh God, I'm getting older.' I don't have nostalgic feelings when I look at the earlier portraits. I enjoy being the age I am - and always have done.

He's done several portraits of me, but the composition of this one - with a seated figure in the foreground and a standing figure in the background - is something he's been considering for about 15 years.

When you begin, your body relaxes into the pose. But however comfortably you are sitting, still the bottom leg starts to go and the small of your back starts to ache. So you take a break and have a rest. But after the third rest everything starts to hurt as soon as you get back into position.

When Jeff paints anyone else he doesn't require them to sit anything like the same length of time. It's more intense when you're close to someone. I'm a painter myself, so I know how important it is. In the end I'll say: 'Look I've got to move.' And because I'm his wife he'll say: 'You'll just have to hang on for five minutes.' I have drawn him, but he always goes to sleep when he sits. I have to keep telling him to wake up.

MY LIFE PASSED IN FRONT OF ME

Stuart Andrews, 61, was given this Daphne Todd portrait on his retirement as headmaster of Clifton College, Bristol.

It's a tradition that every headmaster has his portrait painted. In fact two were commissioned: a formal one for the school and this informal one as a gift to me. I suspect most heads are rather too fond of the limelight and any excuse for self-promotion is welcomed.

The difficulty was how to fit the sittings in. Daphne stayed for the first week of the Easter holidays, which is why I'm wearing the bow tie. It's a silly little tradition I invented myself. I'd switch to a bow tie on the first morning of the holidays to signal term was over.

It was arduous for both of us. I sat for four hours in the morning for the formal portrait, then Daphne worked on the background for a while, and I would go back later for another hour. I sat for two or three hours in the evening while she worked on the informal one.

She made it clear very early on that she didn't talk while she painted. It was a question of being seen and not heard. So that left me to my thoughts. To say it was a spiritual experience sounds rather pretentious, but it's the nearest I've come to the contemplative life.

It was a bit like drowning: I found my past life going by in front of me. During the day, we were in the school library, so I tended to reflect on my 15 years there. In the evenings I was able to play Mozart on the record player.

Daphne didn't like anybody to look until the portrait was nearly finished. Then she asked my opinion. I did make suggestions about tiny, tiny details. I felt the eyes didn't seem quite right, so she had another look. But really the sitter is the last person to consult.

The exhibition at the Mall Galleries, London SW1 runs until 30 May, from 10am to 5pm (7pm on Tuesdays and Thursdays). Entrance: pounds 2, pounds 1 concessions.

(Photographs omitted)

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