Walking in bright Phoebus' blaze,
Where with heat oppressed I was,
I got to a shady wood,
Where green leaves did newly bud;
And of grass was plenty dwelling,
Decked with pied flowers sweetly smelling.

In this wood a man I met,
On lamenting wholly set;
Ruing change of wonted state,
Whence he was transformed late,
Once to shepherds' God retaining,
Now in servile court remaining.

There he wand'ring malecontent,
Up and down perplexed went,
Daring not to tell to me,
Spake unto a senseless tree,
One among the rest electing,
These same words, or this affecting:

“My old mates I grieve to see
Void of me in field to be,
Where we once our lovely sheep
Lovingly like friends did keep;
Oft each other's friendship proving,
Never striving, but in loving.

“But may love abiding be
In poor shepherds' base degree?
It belongs to such alone
To whom art of love is known:
Seely shepherds are not witting
What in art of love is fitting.

“Nay, what need the art to those
To whom we our love disclose?
It is to be used then,
When we do but flatter men:
Friendship true, in heart assured,
Is by Nature's gifts procured.

“Therefore shepherds, wanting skill,
Can Love's duties best fulfil;
Since they know not how to feign,
Nor with love to cloak disdain,
Like the wiser sort, whose learning
Hides their inward will of harming.

“Well was I, while under shade
Oaten reeds me music made,
Striving with my mates in song;
Mixing mirth our songs among.
Greater was the shepherd's treasure
Than this false, fine, courtly pleasure.

“Where how many creatures be,
So many puffed in mind I see;
Like to Juno's birds of pride,
Scarce each other can abide:
Friends like to black swans appearing,
Sooner these than those in hearing.

“Therefore, Pan, if thou may'st be
Made to listen unto me,
Grant, I say, if seely man
May make treaty to god Pan,
That I, without thy denying,
May be still to thee relying.

“Only for my two loves' sake,
In whose love I pleasure take;
Only two do me delight
With their ever-pleasing sight;
Of all men to thee retaining,
Grant me with those two remaining.

“So shall I to thee always
With my reeds sound mighty praise:
And first lamb that shall befall,
Yearly deck thine altar shall,
If it please thee to be reflected,
And I from thee not rejected.”

So I left him in that place,
Taking pity on his case;
Learning this among the rest,
That the mean estate is best;
Better filled with contenting,
Void of wishing and repenting.