The first performance of Vaughan Williams' Fantasia on a Theme by Thomas Tallis took place at the Three Choirs Festival in Gloucester Cathedral on September 6, 1910. The program was primarily devoted to Sir Edward Elgar's oratorio The Dream of Gerontius, which may partly account for its relatively cool reception. But its treatment, unusual for its day, of the unusual source material may also have puzzled the audience.

Vaughan Williams encountered Tallis' hymn while editing The English Hymnal in 1906; it had first appeared in Archbishop Parker's Metrical Psalter in 1567, set to the words, "Why fumeth in fight?" The peculiar modal qualities of the tune, with its prominent flatted seventh, not only allowed the composer considerable harmonic freedom from the prevailing strictures of diatonicism and chromaticism, but also made possible the simultaneous sense of the ancient and the modern that is the work's hallmark.

The Tallis Fantasia is scored for two string orchestras, one functioning as a "distant" choir, and a solo string quartet. After five widely spaced chords and a few bars in which the theme is fragmentarily mused upon by pizzicato basses, cellos, and swaying middle strings, arco, Tallis' hymn tune is stated in its original harmony by violas and celli with tremolando accompaniment by the high strings, and is then repeated in a setting that exploits all of the harmonic and contrapuntal facilities of a large string section.

The string choirs then separate for a short section in which fragments of Tallis' theme in the first string orchestra are answered by distant chordal musings from the second orchestra. This serves not only as a brief development section but also introduces the solo string quartet, whose masterly counterpoint demonstrates Vaughan Williams' affinity for stringed instruments. As the rhapsodic meditation increases in intensity, the more modern aspects of the composition come into focus, with vaguely impressionistic harmonies mingling with the modal, leading to an impressive climax in which the two orchestras are unleashed in their full chordal power. The string quartet leads a final, luminous musing on Tallis' tune, and the Fantasia ends with a short coda in which the solo violin pronounces a brief benediction as the orchestra falls away.

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