John Milton's great poems Paradise Lost and Paradise Regained particularly appealed to Romantic artists, who often explored dreams and the supernatural as an expression of the depths of the individual imagination. This painting illustrates lines from Paradise Lost which speak of

fairy elves, whose midnight revels by a forest side, or fountain some belated peasant sees, Or dreams he sees

Fuseli portrays the dreaming shepherd, while above him floats a vision of dancing fairies emerging from the darkness. With linked arms and rhythmic forms, echoed in the flowing folds of their clothes, they dominate the space over the hooded, slumbering shepherd.