The first two songs comprising this set, Full Fathom Five and The Cloud-Capp'd Towers, used texts from Shakespeare's The Tempest. This one draws on his A Midsummer Night's Dream, a play whose character is similar to that of The Tempest. Over Hill, Over Dale is the liveliest, lightest, and shortest of the three Shakespeare Songs. All are brief and all have an ethereal quality in their subdued writing, though the second carries some emotional weight in its hazy, somewhat dark sonorities.
Over Hill, Over Dale uses text from Act II, scene 1, delivered by Puck. The song begins with lively, rhythmic but gossamer treatment of his memorable lines: "Over hill, over dale/Thorough bush, thorough briar/Over park, over pale/Thorough flood, thorough fire." Thereafter Vaughan Williams moves these words and music mainly to the background to serve as a sort of echo of their original appearance. This clever harmonization colors the succeeding music as if a whirling wind is bringing the voices in and out of the foreground. The song lasts only a minute or so, but is thoroughly enjoyable in its rhythmic lightness and colorful sonorities. In certain ways its sound world calls to mind that of the scherzo of Vaughan Williams' Symphony No. 5, originally written in the period, 1938 - 1943, but revised in 1951, the year he composed the three Shakespeare Songs.