Quixote and Panza search for water to drink. As they search in the dark, they hear a strange clanking sound. Quixote delivers a long, florid speech about courage as he listens to the sound. Panza is terrified. He insists they ignore the sound, tying Rocinante’s legs together to prevent Quixote from investigating. Quixote calls Panza a coward, but he cannot understand why Rocinante refuses to move. He agrees to wait until morning to search for the source of the noise. To distract his master, Panza passes the time by telling the story of a male shepherd who fell in love with a female shepherd. After the female shepherd delighted in making the male shepherd jealous, the male shepherd decided to leave her. He traveled to Portugal to escape her, but the female shepherd followed him.

When the male shepherd reaches a river, he asks a goatherd to take him across. The goatherd uses his boat to move his 300 goats across the river, one at a time. Panza recounts how the goatherd moved each goat and insists Quixote keep track of all the goats. When Quixote fails to track the goats, the men argue. In the morning, Panza unties Rocinante’s legs.