The two men standing to the left of the painting are Thomas Carlyle and the Reverend Frederick D. Maurice. They are two intellectuals included as 'brain workers', who represent the educated, socially aware sector of the middle class.
Maurice sat to Brown but the portrait of Carlyle is based on a photograph specially taken in 1859 which is part of Birmingham's collection.

* The Working Men's College, founded by the Reverend Maurice is advertised on a poster on the wall on the left. Brown, Rossetti and Ruskin were all recruited to teach there.

Read what Madox Brown wrote about these figures...

To the right of the painting 'are two influential Victorian figures who are the brain workers, who seeming to be idle, work, and are the cause of well-ordained work and happiness, in others'.
They are portraits of the writer, Thomas Carlyle and the Christian Socialist, the Rev. F.D.Maurice who founded the Working Man's College where Brown himself taught art.