Turner took the subject of this painting from a series of mythological tales called Metamorphoses by the Latin poet Ovid. A shepherd named Appullus has been turned into an olive tree as a punishment for mocking some dancing nymphs. Turner has invented a mythical wife for him, named Apulia. While looking for her vanished husband, she is shown the olive tree on which his name is carved.

The composition is taken almost literally from a Landscape with Jacob and Laban by the seventeenth-century artist Claude Lorrain. This was in the collection of Lord Egremont at Petworth, which Turner knew well.