It includes three main scenes, during the annual spectacle of the Derby, when large numbers of Londoners left town for the day to visit the races on Epsom Downs Racecourse, presenting a cross-section of society in a contemporary saturnalian revel.

On the left, near the private tent of the Reform Club, rich city gentlemen in top hats surround the table of a thimble-rigger who is busy cheating them out of their money.

In Frith's 1895, My Autobiography and Reminiscences, the painter-turned-memorialist leaves an account of his encounter with a thimble-rig team (operator and accomplices):[3] My first visit to Epsom was in the May of 1856 – Blink Bonnie's year.

So convinced was I that I could find the pea under the thimble that I was on the point of backing my guess rather heavily, when I was stopped by Egg [Frith’s companion], whose interference was resented by a clerical-looking personage, in language much opposed to what would have been anticipated from one of his cloth.

said the police; and the gang walked away, the clergyman turning and extending his arms in the act of blessing me and Egg.Further left, a young country man in smock is being held back by his woman to prevent him from joining in.

The Royal Academician John Evan Hodgson noted: The races on Epsom Downs, the great Saturnalia of British sport, bring to the surface all that is most characteristic of London life.

[citation needed]Research by Dr Mary Cowling indicates that Frith depicted individuals from nearly one hundred distinct social types from the finely graduated class system in Victorian England, each distinguished by its particular clothing and physical appearance.

He hired an acrobat and his son from a pantomime in Drury Lane, and a jockey named Bundy, and commissioned Robert Howlett to take photographs of unusual groups of people.