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S ue Tilley wonders if her interest in the seamier side of life began in the large flat in Paddington’s Sussex Gardens where she spent her formative years.
She remembers her central London childhood fondly. Her family used to walk to Oxford Street in the evening on Christmas Day to see the lights. And at night, she would peep out of the window and see the streetlife below. “I didn’t know they were prostitutes,” she says. “I just thought they were very glamorous ladies.”
At that time, Sussex Gardens was a well-known red-light district: “I was fascinated—I am pretty certain that is where my interest in the night began.”
The subject of four major portraits painted by Lucian Freud including Sleeping by the Lion Carpet (1996)—which comes to auction as part of Masterpieces of the Lewis Collection on 24 June, 2026—and Benefits Supervisor Sleeping (1995), Tilley ended up, as the latter title suggests, a lifelong employee of the Job Centre.
“I studied to be an art teacher, but I found it really boring,” she explains. Fate intervened. In the early 1980s, while she was working at Watford Jobcentre, “a friend dropped out of a flat share in Kentish Town, so I took a room in this house of people I hardly knew. They went to The Blitz nightclub, so I went, too, and we started having lots of parties.”
She first met Australian performance artist Leigh Bowery at the Cha Cha Club in Charing Cross. And it was through Leigh that she would ultimately connect with Lucian Freud.
Tilley is remarkably modest about her involvement in the late 20th-century art scene. But glimpses of that era of her life can be found in her book Leigh Bowery: The Life and Times of an Icon, along with insights into the fashions, clubs and outrageous events of the time.
“It was different then,” she says of the 1980s party scene. “Mobile phones changed everything.” Presence and reputation were what counted for the generation that partied without social media or, at least to start with, the spectre of AIDS. “All my friends agree we were lucky to live then,” she says. “We tended to go out more in the week,” Tilley says. “Only regular people went out at the weekends.”
"Everyone around me just wanted attention…Unlike many of the people I was socialising with, I didn’t want to be anything."
Tilley still identifies as ‘normal’. “Everyone around me just wanted attention…Unlike many of the people I was socializing with, I didn’t want to be anything—I was happy with my life. People looked down on my job, but it had lots of benefits and great working conditions.”
Of course, her version of ‘normal’ was relative to her friends, not her co-workers. Tilley admits her Job Centre colleagues were fascinated by her lifestyle,“ especially the £100 lunches” with Freud.
“He changed food for me,” she sighs. “Everything he ate, even if it was very simple, was always of the best quality.” And how many other normal people go to work in bespoke Leigh Bowery outfits (each of which had a name)?
Every day, Bowery would call Tilley at work, insisting that she tell him—in full earshot of her co-workers—which of his outfits she was wearing. There was Merry Queen of Scots, a Scottish-themed dress; Brook, which was frothy, and Constance, quite a sensible number. Of course, Tilley stood out and was well-known for the way she looked. “Some of my clients were artists: [the filmmaker] Sam Taylor-Wood used to sign on with me, and the [visual artists] Wilson Twins always declared their income,” she says.
The process of sitting for Freud, however, was purely professional. “By the time Sleeping by the Lion Carpet was painted, I was used to working with Lucian. We were not great friends, but he liked me because I was reliable,” she says. She barely acknowledges her contribution to these amazing works. “We didn’t fancy each other, and I think the pictures are better for it. That kind of hoo-ha created a totally different dynamic.”
Work on Sleeping by the Lion Carpet began just before Bowery’s death in 1994 at the age of just 33 from an Aids-related illness. Both Freud and Tilley were with him in his final days at the Middlesex Hospital. “But we continued to work through it and we didn’t talk about it,” she remembers. “Although sometimes, Lucian did get sad about Leigh and he would become very quiet and stand in the corner for a moment.”
While she was posing for Freud, Tilley was purely in the moment, unaware of the future importance of the series of ‘Londony Venuses’. She refuses to indulge any fanciful notions about the creation of these magical works. “The pictures developed slowly. It was work.”
“At this point, I was working seven days a week, when you include my weekends modeling for Lucian. I was getting up at 6:30 AM every day. By the time this final picture was painted, I was going out less as I was getting on a bit. But on Saturday mornings, I used to have to get up and have a bath. No make-up obviously—Lucian hated make-up—chuck on some clothes and drive to Holland Park for 7:30 AM. The first part of the sitting was two hours. It got a bit easier after that, but I used to pray that his phone would ring or someone would come round, so that I could move.”
“I was the only naked woman who has ever been on the front page of the FT.”
It wasn’t until 2008, when Benefits Supervisor Sleeping sold at auction for a record-breaking $33.6 million (£25 million) in New York, that Tilley’s colleagues really got the full picture about her double life as an artist’s model. She takes a deep breath and holds back a laugh.
“They did a feature about me for the internal magazine at work—including a picture of the painting,” she confides. “That really ruffled a few feathers.” She adds, in an afterthought, “I was the only naked woman who has ever been on the front page of the FT.”
Public views of the paintings have not been without controversy and people have made cruel remarks. Tilley, ‘normal’ as she is, has not been immune from the shaming. She has not, however, allowed it to stop her from being tremendously proud of the works. “I have only seen them together once,” she says. “They were in a room at the National Portrait Gallery just after Lucian died in 2012.”
Traveling back to that moment in her memory, she recalls, “I was in the room with them on my own. It was amazing to be surrounded by them—they didn’t feel like me, but it was wonderful.”
