This article reports the findings of a questionnaire and interview study with arts audiences in a UK city, and compares the experiences of arts attenders with those of an "audience exchange" group, in which participants were taken to unfamiliar arts events and then discussed their expectations, first impressions, and intentions for future arts engagement. The study considers how the established values and behaviours of regular audience members might be inhibiting or alienating to first-time listeners, and identifies continuums of engagement that draw on psychological frameworks of identity and belonging. Differences between the factors in audience satisfaction in cinema, theatre, and music are explored, and the effects of familiarity with one art form on understanding a first encounter with a new one highlight the range of perspectives that audience members bring to any given event. The implications of these findings for audience development strategies are considered, showing how research with audiences can be a developmental tool in itself, by encouraging reflective discussion of arts experiences amongst new attenders.