The horse fair and market are central to this view of Upgate in the town of Lout.
On the left the horse dealers and country gentlemen are easily distinguished from the agricultural labourers on the right, who are dressed in smocks. A further interesting contrast can be seen in the architecture. The medieval church of St James's soars above the town's rustic buildings. WG Rawlinson, who catalogued the engraved works, wrote that Turner 'would probably have thoroughly enjoyed the sights and sounds of a country fair'.