Mr. Lely, I desire you would use all your skill to paint my picture truly like me, and not flatter me at all; but remark all these roughnesses, pimples, warts, and everything as you see me, otherwise I will never pay a farthing for it.

The saying is traditionally linked to Oliver Cromwell’s sittings for a portrait by the court painter Sir Peter Lely in the 1650s, during Cromwell’s tenure as Lord Protector. It reflects Cromwell’s reputed preference for plain dealing and distrust of courtly flattery—an attitude that sat awkwardly with the conventions of state portraiture, which typically idealized rulers. The remark is frequently cited to explain the uncompromising realism of Cromwell’s best-known likenesses (including the emphasis on facial texture and irregularities), though the exact wording is usually treated as a later anecdotal report rather than a verbatim transcript from the sitting.

The remark expresses a demand for unvarnished truth over cosmetic enhancement. On one level it is practical—Cromwell wants a recognizable likeness, not an idealized emblem. On another, it functions as a moral posture: the refusal of flattery aligns with a Puritan suspicion of vanity and courtly artifice. The threat not to pay underscores that truthfulness is not merely preferred but required. In quotation culture, the line has become shorthand for “warts-and-all” realism, suggesting that integrity involves acknowledging imperfections rather than masking them for public consumption.

1) “Paint me warts and all.”
2) “Mr. Lely, I desire you would paint my picture truly, and not flatter me… but observe all these pimples, warts, and everything as you see me.”
3) “Use all your skill to paint my picture truly like me, and not flatter me at all… otherwise I will never pay a farthing for it.”