Context: The Titans, the elder gods, have been overthrown by Jupiter and his brothers and sisters, the younger gods. Saturn, formerly the king of the world, dethroned and defeated in open war by his own children, lies stupefied upon the earth. He is visited by Thea, wife of Hyperion, who leads him to a dark, wild, rock-strewn region where many of the other defeated Titans lie in the dejection of defeat. Meanwhile, Hyperion, a Titan not deprived of his ancient office of driving the sun across the sky, finishes his day's work and repairs to his golden palace in the heavens. He is disturbed at the thought that he, as well as the other Titans, may be deposed. He plunges through the black night and arrives at the spot where the other Titans lie. After a catalogue of the Titans not unlike the catalogue of the devils in Book II of Paradise Lost, there is a conference similar to the one in Paradise Lost where the devils plot how to regain heaven (Book II). Saturn asks for suggestions on how they can war against the gods. The first to answer is Oceanus, who says that what has happened is in accordance with nature. The Titans are neither the beginning nor the end: they have brought forth a more beautiful race than themselves, and it is proper for the young to succeed to the rule. Then Clymene tells that she heard a far more beautiful music than any that the Titans could produce. But Enceladus is all for open war and revenge for the blows the new gods have dealt them. While the Titans debate, Apollo is wandering about the earth in sadness when he meets Mnemosyne, or Memory, and begs her to fill him with knowledge, because enormous knowledge makes a god of him:
O tell me, lonely Goddess, by thy harp,That waileth every morn and eventide,Tell me why thus I rave, about these groves!Mute thou remainest–Mute! yet I can readA wondrous lesson in thy silent face:Knowledge enormous makes a God of me.Names, deeds, grey legends, dire events, rebellions,Majesties, sovran voices, agonies,Creations and destroyings, all at oncePour into the wide hollows of my brain,And deify me, as if some blithe wineOr bright elixir peerless I had drunk,And so become immortal. . . .