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Lucian freud's first one-man show was in London, in November 1944. He was not yet 22, his clients were mainly family and friends, and his pseudo-surrealistic The Painter's Room was sold for the top price-50. It features a red-and-white striped zebra head, a worn couch, a top hat, a red scarf and a scraggly palm tree. This is a painting of actual objects in Freud's studio, and the zebra's colors in reality were taxidermically correct. Though the fanciful picture seems far removed from the large-as-life nudes that characterize his later work, it is very much a part of Freud's own view of his art: "Everything is autobiographical. Everything is a portrait."

That pretty well sums up the epic Lucian Freud retrospective that's on at the Tate Britain museum until Sept. 22. The exhibition of more than 150 paintings and etchings is a history of the artist's relationships with his lovers, friends, family, patrons-and the city of London, where he has lived since 1933, when his refugee family arrived from Hitler's Germany. Some of his models are famous, like the artist Francis Bacon, exhibited here, and Queen Elizabeth II, on show in the the new Queen's Gallery in Buckingham Palace. Some he made famous, like Leigh Bowery, the big Australian transvestite who is the subject of five gigantic nudes, and Bowery's friend Sue Tilley, the obese benefits official whose folds of flesh undulate into weird human landscapes. "I have perhaps a predilection towards people of unusual or strange proportions, which I don't want to over-indulge," Freud once said. Whether he does or not is the subject of some debate, but the Tate show does not overdo. There are probably as many paintings of people with their clothes on as off, as well as pictures of horses, landscapes and beautiful flowers.

Girl with Roses, painted in 1947-48, is generally considered Freud's first masterpiece. (He had no use for superfluous titles, believing their only purpose was "to distinguish one picture from another, rather like a Fugue in C Major-Moonlight.") The girl is his first wife, Kitty, sitting on a cane chair, with the fraying bits of caning echoed in the tendrils of her brown hair. Reflections of the windows are picked up by the pupils of her large eyes, and tiny black dots give texture to the green stripes of her sweater-testament both to her knitting skills and to Freud's early exactness. With those languid eyes cast to the right, she seems insecure here-she is, in fact, newly pregnant. In a later portrait, Girl with a White Dog, Kitty poses in a chartreuse dressing gown that falls off her right shoulder, exposing a breast. She gazes directly out of the picture, more confident now, more mature, but also apprehensive. The brief marriage is nearly over.

Through his portraits, Freud learns about his subjects and about himself. "The painter makes real to others his innermost feelings about all that he cares for," he wrote in a 1954 essay. Among his works at the Tate are eight pictures of his mother, who started sitting for Freud after her husband's death in 1970. She was depressed, and Freud had her come to his studio several days a week mainly to give her something to do. The portraits of this elegant but increasingly disengaged woman constitute Freud's eulogy to his mother.

His pictures of his daughters, who grew up largely outside his powerful orbit, are among his most beautiful nudes. "There is something about a person being naked in front of me that invokes consideration. You could call it even chivalry on my part," he famously explained. "In the case of my children a father's consideration as well as a painter's. They make it all right for me to paint them. My naked daughters have nothing to be ashamed of."

As this exhibition sweeps through Freud's life, his fierce determination to become an important artist becomes palpable. He experiments, he concentrates, he works, he probes other artists, he returns to the classics for inspiration, most often to a well-worn history of ancient Egypt, seen here in Still Life with Book. Freud does become, in the words of Time's Robert Hughes, "the greatest living realist painter."

In the mid-'50s, he tired of small canvases, fine brushes and the confines of sitting down to paint: "When I stood up, I never sat down again." He gave up his sable brushes and fine lines for hogshair brushes and exuberant applications of paint. When he moved into a West London studio with a skylight, he took advantage of the daylight to produce Large Interior W11, an enormous canvas peopled with five characters, all family friends.

If everything is a portrait, perhaps the most interesting of the Tate paintings are the ones Freud did of himself. In one, his face is reflected in a small hand mirror; in another he peeks out from behind a gangly house plant; and in a third he is seen from below, a dominating figure overpowering two out-of-scale, out-of-the-frame children. There is even a portrait of a man who used to pass himself off in London bars as Lucian Freud. The artist painted this "horrid man" as The Procurer (Man in a Headscarf), explaining to William Feaver, who wrote the Freud catalogue essay: "I can do a self-portrait without all the bother of looking in a mirror."

About 10 years ago, Freud painted himself at 70, standing in his studio naked except for unlaced boots to protect his feet, palette knife raised in one hand, palette lowered in the other. "Painting myself is more difficult than painting people. The psychological element is more difficult," said the grandson of Sigmund Freud, the founder of psychoanalysis, in describing this work, Painter, Working Reflection. "The first day I reworked it, it turned out to be my father." Like all the paintings in this blockbuster show, this painting turned out to be very much Lucian Freud.

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