The  Woman at the Fountain is the preparatory cartoon for a painting which De Carolis showed at the Venice Biennale of 1899. The process ultimately leading to the production of the painting is complex and should be linked not only to De Carolis' membership of the art society known as In Arte Libertas, whose secretary he was and which furthered English Pre-Raphaelite ideals in Italy under the ideal guiding hand of Nino Costa, but also, as we shall see, to his personal artistic career.

Ceasing work on Baron Blanc's villa on the Via Nomentana in Rome – where he had applied the aesthetic ideal of total art typical of the Arts and Crafts movement to decoration in both ceramic and paint – in the second half of 1897 after falling out with the Baron, De Carolis embarked on an exciting new venture involving decorating the Villa Costantini Brancadoro in San Benedetto del Tronto in the Marche region.

De Carolis set to work in San Benedetto del Trento in September 1897, starting by decorating the cross-vaulting in the drawing room, and by November he was already working on the lunettes depicting Pre-Raphaelite women in a landscape. One of the women, initially intended as an allegory of water (for which we have a preparatory drawing, in addition to the finished work which varies considerably from the initial design), contains in embryonic form the theme of the woman at a fountain which he was to develop very soon after in the painting that he devised for the Venice Biennale.

De Carolis wrote to his friend the painter Alessandro Morani on 29 November 1897: "I have four lunettes with figures and fountains illustrating some of the verses of D. Compagni. I have already completed two of them". In a letter to his wife written shortly after, on 29 January 1898, he hints at an initial idea for the painting of The Woman at the Fountain: "I also want to tell you something interesting, namely that I shall finish the decoration next week and I shall be in Rome the week after, but I shall be coming with a lovely bride whom I discovered in the woods by a pleasant fountain.

It is certainly true that I cannot wait to get back in order to start working again after this gruelling commission".

De Carolis had actually begun meditating on the theme some time before, in 1896, while he was restoring the Vatican Stanze, particularly the frescoes by Pinturicchio. The subject of a Woman at the Fountain, in an exquisitely aesthetic Pre-Raphaelite style, was unquestionably prompted by that first, close encounter, decidedly emotional and extolled at great length, as we can clearly see from a comparison with Pinturicchio's fresco of Susanna and the Elders.

It was in January or February 1898 that the idea was finally conceived of producing a painting of The Woman at the Fountain in the version based on the preparatory cartoon presented here, with the woman initially depicted as Meletē, the Muse of Meditation, as we can tell from the word Μελέτη written in Greek characters upper right.

In the final oil painting, the Muse maintains her meditative aspect yet she becomes a mystic allegory of water, a fact underscored by the inscription on the frame: "FONS HORTORUM PUTEUS AQUARUM VIVENTIUM" (A fountain of gardens, a well of living waters).

The work is a perfect, mature example of the Italian Pre-Raphaelite style combining literary sources (the medieval poetry of Dino Compagni, Dante Alighieri's contemporary in whose work De Carolis claimed to have sought his inspiration) with sources mythological (the Muse Meletē), figurative (the inspiration of Pinturicchio) and spiritual (the well of living waters) in a kind of ideal parallel to Rossetti's Beata Beatrix.