Their scaly armour's Tyrian hue
Through richest purple to the view
Betray'd a golden gleam.

The hapless nymph with wonder saw:
A whisker first, and then a claw,

With many an ardent wish,

She stretch'd, in vain, to reach the prize.
What female heart can gold despise?

What Cat's averse to fish?

Presumptuous maid! with looks intent
Again she stretch'd, again she bent,
Nor knew the gulf between.
(Malignant Fate sat by, and smil'd)
The slipp'ry verge her feet beguil'd,
She tumbled headlong in.

Var. V. 24. "A foe to fish." First edit.
V. 25. Looks] Eyes. Ms.




V. 17. "Aureus ipse; sed in foliis, quæ plurima circum
Funduntur, violæ sublucet purpura nigræ."

Virg. Georg. iv. 274. W. V. 18. "His shining horns diffus'd a golden gleam," Pope. Winds. For. 331. "And lucid amber casts a golden gleam," Temp. of Fame, 253.

V. 42. This proverbial expression was a favourite among the old English poets:

"But all thing, which that shineth as the gold,

Ne is no gold, as I have herd it told."

See Chaucer. Chanones Yemannes Tale, v. 16430. Tyrwhitt refers to the Parabolæ of Alanus de Insulis, quoted by Leyser, Hist. Poet. Med. Ev. 1074: "Non teneas aurum, totum quod splendet ut aurum." Among the poems published with Lord


Eight times emerging from the flood,
She mew'd to ev'ry wat❜ry God,

Some speedy aid to send.
No Dolphin came, no Nereid stirr❜d:
Nor cruel Tom, nor Susan heard.
A fav'rite has no friend!

From hence, ye beauties, undeceiv'd,
Know, one false step is ne'er retriev'd,
And be with caution bold.

Not all that tempts your wand'ring eyes
And heedless hearts is lawful prize,
Nor all, that glisters, gold.

Var. V. 35.

"nor Harry heard.

What favourite has a friend?" First edit.
V. 40. Strikes. MS.


Surrey's, p. 226, edit. 1717: "Not every glist'ring gives the gold, that greedy folk desire." In the Paradise of Dainty Devises, "No Foe to a Flatterer," p. 60 (reprint), is this line: "But now I see all is not gold, that glittereth in the eye." In England's Helicon, p. 194: "All is not gold, that shineth bright in show." Spenser. F. Queen, ii. 8. 14: "Yet gold all is not, that doth golden seem."

"Not every thinge that gives a gleame and glitt❜ring showe, Is to be counted gold indeede, this proverbe well you knowe." Turberville. Answer of a Woman to her Lover, st. iv.

"All as they say, that glitters is not gold."

Dryden. H. and Panther.

This poem was written later than the first, third, and fourth Odes, but was arranged by Gray in this place, in his own edition.




*Ανθρωπος, ἱκανὴ πρόφασις εἰς τὸ δυστυχεῖν.

Menander. Incert. Fragm. ver. 382. ed. Cler. p. 245.

[See Musæ Etonenses, vol. i. p. 229, and Brit. Bibliographer, vol. ii. p. 214.]

YE distant spires, ye antique towers,

That crown the wat❜ry glade,
Where grateful Science still adores
Her Henry's† holy shade;

And ye, that from the stately brow
Of Windsor's heights th' expanse below
Of grove, of lawn, of mead survey,


*This, as Mason informs us, was the first English production of Gray which appeared in print. It was published in folio, in 1747, and appeared again in Dodsley, Col. vol. ii. p. 267, without the name of the author. A Latin poem by him, On the Prince of Wales's Marriage, had appeared in the Cambridge Collection, in 1736, which is inserted in this edition.

V. 2.

"Haunt the watery glade.".

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Pope. Wind. For. Luke. + King Henry the Sixth, founder of the College. V. 4. So in the Bard, ii. 3: "And spare the meek usurper's holy head." And in Install. Ode, iv. 12: "The murder'd saint." So Rich. III. act v. sc. 1: "Holy King Henry." And act iv. sc. 4: "When holy Henry died." This epithet has a peculiar propriety; as Henry the Sixth, though never canonized, was regarded as a saint. See Barrington on the Statutes, p. 416, and Douce. Illust. of Shakesp. ii. 38. "Yea and holy Henry lying at Windsor." Barclay. Eclog. p. 4, fol.

Whose turf, whose shade, whose flowers among Wanders the hoary Thames along

His silver-winding way:

Ah, happy hills! ah, pleasing shade!
Ah, fields belov'd in vain!

Where once my careless childhood stray'd,
A stranger yet to pain!

I feel the gales that from ye

A momentary bliss bestow,


As waving fresh their gladsome wing,
My weary soul they seem to soothe,
And, redolent of joy and youth,
To breathe a second spring.

Say, father Thames, for thou hast seen

V. 5.

"and now to where

Majestic Windsor lifts his princely brow."

Thoms. Sum. 1412. W.




V. 10. "The vale of Thames fair-winding up." Thoms. Sum. 1417. Fenton in his Ode to Lord Gower, which was praised by Pope and Akenside, had these two lines, iii. 1: "Or if invok'd where Thames's fruitful tides

Slow thro' the vale in silver volumes play."

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Spenser. vol. v. p. 87: "Silver-streaming Thames."
V. 15. "L'Aura gentil che rasserena i poggi

Destando i fior per questo ombroso bosco

Al soavesuo spirto riconosco." Petrarca, Son. clxi. V. 19. "And bees their honey redolent of spring." Dryden's Fable on the Pythag. System. Gray." And every field is redolent of spring," L. Welsted's Poems, p. 23. It appears also in the Memoirs of Europe towards the Close of the Eighth Century, by Mrs. Manly, 1716, vol. ii. p. 67: "The lovely Endimion, redolent of youth." See Todd, in a note to Sams. Agonist. (Milton, vol. iv. p. 410.)

V. 21. This invocation is taken from Green's Grotto: see Dodsley. Col. vol. v. p. 159.

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Full many a sprightly race
Disporting on thy margent green,
The paths of pleasure trace;
Who foremost now delight to cleave,
With pliant arm, thy glassy wave?
The captive linnet which enthral?
What idle progeny succeed

To chase the rolling circle's speed,
Or urge the flying ball?

While some on earnest business bent
Their murm'ring labours ply

'Gainst graver hours that bring constraint

To sweeten liberty:

Some bold adventurers disdain

The limits of their little reign,



Var. V. 29. "To chase the hoops illusive speed." MS.

"Say, father Thames, whose gentle pace
Gives leave to view, what beauties grace
Your flowery banks, if you have seen."

Perhaps both poets thought of Cowley, vol. i. p. 117:
"Ye fields of Cambridge, our dear Cambridge, say,
Have you not seen us walking every day."

Dryden. An. Mirab. St. ccxxxii. "Old father Thames rais'd up his reverend head."

V. 23. "By slow Mæander's margent green." Milton. Com. 232. W.

V. 24. "To virtue, in the paths of pleasure trod." Pope. Essay on Man, iii. 233.

V. 26. "On the glassy wave." Todd. ed. of Comus, p. 118. V. 27. This expression has been noticed as tautologous. Thomson, on the same subject, uses somewhat redundant language, Spring, 702:

"Inhuman caught; and in the narrow cage
From liberty confined and boundless air."

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