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The subject of the painting is the contrast between lasting historical achievements and ephemeral fads. The portrait of Disraeli represents the former, and the influence of the Aesthetic movement in dress represents the latter. Aesthetic dress is exemplified by the principal female figures, to the left, in green, pink and orange clothing. Oscar Wilde, one of the main proponents of Aestheticism, is depicted at the right, with signature lily buttonhole, surrounded by female admirers, standing in front of the boy in the green suit.
Behind Wilde, further to the right, a group of opponents glare disapprovingly at him as he speaks: painters Philip Calderon and Henry Stacy Marks, sculptor Joseph Boehm, and journalist G.A. Sala (bare-headed, in white waistcoat). To the left, behind and immediately to the right of Wilde, are the actors Henry Irving and Ellen Terry, with Frederick A. Eaton. To Wilde's left are Lillie Langtry, in a white dress, beside the soberly-dressed William Thomson, Archbishop of York. The man with sideburns looking over Thompson's left shoulder is William Agnew, picture dealer and recently elected Liberal MP for South East Lancashire, next to Lord Chief Justice of England Sir John Coleridge.In the centre of the composition, bearded and dressed in a brown frock coat, stands Frederic Leighton, President of the Royal Academy, talking to a seated woman, Constance, Countess of Lonsdale. The head of surgeon Sir Henry Thompson appears between Leighton and the Countess. Frith himself appears in the centre of the painting, bare-headed and whiskered, directly below the painting of Disraeli, talking to two women behind the seat.
One of the two women on the other side of the seat, facing away from Leighton, is the heiress and philanthropist Baroness Burdett-Coutts. Having remained a spinster until she was sixty-six, Baroness Burdett-Coutts provoked a scandal in 1881 by marrying her much younger secretary, the American William Ashmead-Bartlett, who became Mr Burdett-Coutts. Baroness Burdett-Coutts is shown in conversation with the younger Lady Diana Huddleston, daughter of William Beauclerk, 9th Duke of St Albans. Their husbands also appear among the standing figures behind the seat. Lady Diana's husband was Sir John Walter Huddleston, the last Baron of the Exchequer and a judge of Queen's Bench. He wears a top hat, and stands just behind and to the left of poet and playwright Robert Browning, the bare-headed and white-bearded figure seen talking to an unknown woman in a green dress. To the right, listening to Browning's conversation, is naturalist Thomas Huxley (probably included due to his trenchant support for Charles Darwin, who had died in 1882). Mr Burdett-Coutts stands behind and to the right of Huxley, reading, with moustache and top hat.
At the left of the painting stands the "homely figure" of Anthony Trollope (who died on 6 December 1882), with full white beard and top hat, noting in a book as he gazes at an "aesthetic" family in the foreground to the right, comprising a woman in green with sunflower buttonhole gazing at the artworks (a professional model, Jenny Trip), a woman in yellow reading her catalogue, and a girl in orange looking up at her. Frith describes them as "a family of pure aesthetes absorbed in affected study of the pictures" with Trollope affording "a striking contrast to the eccentric forms near him."  Cartoonist George du Maurier, with moustache and hat, stands immediately behind; to the left, behind him, hatless, is illustrator John Tenniel. Further left, between Trollope and the edge of the painting, are novelist Mary Elizabeth Braddon and musician Sir Julius Benedict.
To the right behind Trollope are a group of four politicians – the right-most, the Prime Minister William Ewart Gladstone, faces a bearded Sir Stafford Northcote; the tall hatless man behind Gladstone is Home Secretary Sir William Harcourt; behind and to the left of Northcote is Chancellor of the Duchy of Lancaster John Bright.
The paintings on the wall accurately reproduce the exhibits at the 1881 Royal Academy Summer Exhibition. A second portrait of Disraeli is visible on the wall behind Langtry. On the wall at the right, above Wilde's opponents, is the similarly angry-looking central figure in John Collier's Last Voyage of Henry Hudson. Millais at the extreme right is looking at Lawrence Alma-Tadema's painting Sappho and Alcaeus, accompanied by a myopic connoisseur. On the left wall are Heywood Hardy's Sidi Ahmed ben Avuda and the Holy Lion to the left; James Sant's Daughters of Arthur Wilson, Esq. further right, and John William Waterhouse's A Summer's Day in Italy.
Lady Diana Huddleston Lord Chief Justice of England South East Lancashire John Coleridge John William Waterhouse Robert Browning Henry Irving John Collier Royal Academy Summer Exhibition Lawrence Alma-Tadema Philip Calderon Anthony Trollope Constance, Countess of Lonsdale Last Voyage of Henry Hudson Frederic Leighton Henry Stacy Marks Heywood Hardy William Ashmead-Bartlett sideburns Oscar Wilde Baroness Burdett-Coutts Archbishop of York Charles Darwin MP James Sant Joseph Boehm John Bright Lillie Langtry Sir William Harcourt Chancellor of the Duchy of Lancaster Ellen Terry Baron of the Exchequer John Walter Huddleston William Ewart Gladstone Aestheticism Thomas Huxley Sir Stafford Northcote Sir Henry Thompson Liberal William Thomson Queen's Bench Frederick A. Eaton John Tenniel Julius Benedict Mary Elizabeth Braddon William Beauclerk, 9th Duke of St Albans Royal Academy Home Secretary Aesthetic dress Sappho and Alcaeus Aesthetic movement William Agnew George du Maurier G.A. Sala frock coat