Barbara Palmer, 1st Duchess of Cleveland (27 November 1640– 9 October 1709), more often known by her maiden name Barbara Villiers or her title of Countess of Castlemaine, was an English royal mistress of the Villiers family and perhaps the most notorious of the many mistresses of King Charles II of England, by whom she had five children, all of them acknowledged and subsequently ennobled. Her influence was so great that she has been referred to as "The Uncrowned Queen". Barbara was the subject of many portraits, in particular by court painter Sir Peter Lely. Born into the Villiers family as Barbara Villiers, in the parish of St. Margaret's, Westminster, Middlesex, she was the only child of William Villiers, 2nd Viscount Grandison and of his wife Mary Bayning. On 14 April 1659 she married Roger Palmer (later 1st Earl of Castlemaine) against his family's wishes; his father predicted that she would make him one of the most miserable men in the world. Palmer was a Roman Catholic. The two separated in 1662, following the birth of her first son. They remained married until the death of Castlemaine. Barbara Villiers became King Charles's mistress in 1660. Of her six children, five were acknowledged by Charles as his. By 1662, Barbara, the King's mistress, had more influence at the court than his queen consort, Catherine of Braganza. In the summer of 1662 she was appointed Lady of the Bedchamber despite opposition from Queen Catherine and Edward Hyde, 1st Earl of Clarendon, chief advisor to the King.

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