The poem's setting is actually quite ambiguous. It is easy to imagine this conversation taking place along the banks of a river, as that is the first image provided in the poem, but in fact the speaker is only imagining walking alongside a river while his mistress walks along another. The poem is not actually set in any particular location, but more in a vague imagining of a pastoral world. There is frequent use of the imagery of the pastoral – rivers and birds, particularly, but no obviously defined setting. This imagery is ultimately challenged by the imagery in the latter half of the poem, where the speaker focuses on death and decay, figuratively setting the poem inside a tomb.