He worked on the project for 15 months, producing two large sketches in addition to the finished work. He brought the composition together with the aid of drawings and sketches, hiring models to pose for all the main figures. He also commissioned the photographer Robert Howlett to 'photograph for him from the roof of a cab as many queer groups of figures as he could' ('Journal of the Photographic Society', 15 January 1863). He asked a real jockey called Bundy to pose on a hobbyhorse in his studio for the riders on the right of the picture, and also hired an acrobat and his son, whom he saw performing in a pantomime in Drury Lane. For the remaining figures he called on family and friends, as well as a string of young women sent by Jacob Bell. Despite a remarkable feat of organisation, the picture remains fairly static, and the figures are more interesting when examined individually.

There are three main incidents taking place in the picture. On the far left, next to the Reform Club's private tent, a group of men in top hats focus on the thimble-rigger with his table, inviting the audience to participate in the game. The man taking a note from his pocket is the trickster's accomplice. He is tempting the rustic-looking man in a smock, whose wife is trying to restrain him. On the right of this group, another man, with his hands in his pockets, has had his gold watch stolen by the man behind. In the centre of the picture we see the acrobat and his son, who looks longingly over at a sumptuous picnic being laid out by a footman. Behind them are carriages filled with race-goers, including a courtesan on the far right, who is the kept mistress of the foppish-looking character leaning against the carriage. The courtesan is balanced on the far left of the picture by the woman in a dark riding habit, one of a number of high-class prostitutes who daily paraded on horseback in Hyde Park.

Further reading: Aubrey Noakes, 'William Frith: Extraordinary Victorian Painter', London 1978, pp.59–69, reproduced in colour, pl.5. Mary Cowling, 'The Artist as Anthropologist: The Representation of Type and Character in Victorian Art', Cambridge 1989, Ch. 2 'Tate Gallery: An Illustrated Companion', London 1989, p.85, reproduced in colour Frances Fowle November 2000 Revised by Robert Upstone August 2001