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The speaker of the poem comes across a "knight at arms" alone, and apparently dying, in a field somewhere. He asks him what's going on, and the knight's answer takes up the rest of the poem. The knight says that he met a beautiful fairy lady in the fields. He started hanging out with her, making flower garlands for her, letting her ride on his horse, and generally flirting like knights do. Finally, she invited him back to her fairy cave. Sweet, thought the knight. But after they were through smooching, she "lulled" him to sleep, and he had a nightmare about all the knights and kings and princes that the woman had previously seduced – they were all dead. And then he woke up, alone, on the side of a hill somewhere.