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Kneeling, a young woman turns away from the viewer to listen to an old woman whose open mouth and gesticulating hand indicate that she is in the midst of speech. The young woman wears a skirt and a sheer piece of cloth across her chest. With her face lost in profile, her naked neck, arms, and voluptuous breasts are displayed for the delectation of the male spectator. She holds a cluster of fruit in her right hand and a pruning knife in the other.

The subject of this painting comes from Ovid's Metamorphoses. The Roman God Vertumnus, disguised as the talkative old woman, attempts to seduce the reclusive woodland nymph Pomona. Netherlandish painters favored this classical story in the 1600s because of its moralizing lessons on the dangers of gullibility.

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