The early career of Thomas Tallis breathes frustration at the vagaries of ecclesiastical change in Henry VIII's England. His first professional position may have been with a tiny Benedictine monastery in Dover, where he worked starting around 1530; the priory, however, was dissolved by royal decree in 1535 and Tallis may have been out of a job. He obtained another post in a small parish church in London a couple of years later and used that post as a stepping stone to a better job in 1538 with the powerful Waltham Abbey. Unfortunately, King Henry had his eyes upon all the monasteries on English soil, and even though Waltham held out for a long time, it too was dissolved in March of 1540. Once again, Tallis (one of the most recent hires at Waltham) was left unemployed. Though he did finally flow with the tides of the English reformation, signing on with the new musical establishment at Canterbury Cathedral, he left an already lengthy series of Catholic compositions, including several Latin-texted ritual pieces and a Mass in imitation of his own motet, "Salve intemerata virgo."

Though English Catholic composers had a long tradition of Mass movements and complete Mass settings, they had not completely embraced the sixteenth-century Continental trends toward so-called "parody," or "imitation" Masses. The older composer John Taverner had composed perhaps two, and Christopher Tye was writing other Masses at the time in the florid English style, but Tallis' use of his own preexisting Marian antiphon may have been a fairly radical step. His use of a specifically Marian antiphon liturgically ties the Mass to the principal feasts of the Virgin, while his specific musical style probably suited the grand Waltham choir rather well. For each movement of the five-voiced Mass, the composer uses some motivic material from his antiphon, though as the piece progresses, the relationship with the model becomes more and more distant. Thus, the latter movements use much more musical material composed new for the piece than the earlier. Tallis tends to join the quoted music to new motives with an impressively seamless quality, though in the passages based upon the antiphon his application of the Mass text is often awkward.

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