In the 1860s and early 1870s, Sullivan was a frequent visitor to Sydenham in south London. Not only was it the location of the Crystal Palace, an important concert venue amongst other things, where the secretary (administrator) was George Grove, an early friend and champion of Sullivan, but it was also where the Scott Russells lived, with whose daughter, Rachel, Sullivan had a "romantic liaison".

Lionel Lewin was a member of the "Sydenham Set". He was a witty and sociable young man who improvised verse easily and he wrote several lyrics for Sullivan to set. He was only 22 when the first Sullivan-Lewin songs were published in 1870. Soon after, Sullivan became interested in writing a grand opera, encouraged by Rachel Scott Russell. He began planning an opera on Guinevere with Lewin who wrote out a scenario in 1872. At the same time Lewin wrote this song. No more progress was made with the opera and Lewin died in 1874.

But Sullivan never quite gave up the idea of composing a grand opera on the theme of Arthur and Guinevere. In 1895 he was commissioned to write the incidental music to Comyns Carr's play King Arthur. Sullivan asked Carr to produce an opera libretto based on his play and anticipated using some of the incidental music in the opera. But again, the project came to nothing.