Half of this poem is a puzzle and half is a compliment, and the fun lies in how the two are knotted together. Major Henry Livingston, Jr. begins with a string of clues: a "forlorn witless elf" changed into a flower for admiring himself (Narcissus), a queen whose charms kept Antony "grinning" (Cleopatra, loosely placed in Cairo), the flower of lasting fragrance, the "king of the trees," the "jealous old knave" who is prince of the fairies, the tree that "undid Mother Eve," and the hour when birds go to roost. The first letters, "adjusted with care," are meant to be rearranged into a name. The name in brackets at the end, Nancy Crooke, presumably is that answer, though the poem itself never says so. A reader would have to solve the riddle to learn who the "fairest where thousands are fair" is. The flattery is a game, and the person flattered has to be worked out first.
Once the riddle is done, the poem turns into a small ballroom comedy. The sound is bouncy. The lines run in galloping threes ("Take the *name* of the *swain*, a for*lorn* wit-less *elf*"), a rhythm like a dance step that suits the subject. Almost everything arrives in rhyming couplets, so the verse keeps tapping its foot. The one break is the triplet in the third stanza, where *goes*, *beaux* and *toes* pile up just as her admirers pile up around her. Form and content are playing together: the rhyme crowds in, as the men do.
The imagery is comic and physical. She "swims in the dance," a nice picture of someone moving through a crowded room with ease, and the men who follow are labelled "witlings, plain-fellows, and beaux," a quick sketch of the types at any party. The best moment is the scramble over a dropped pin or handkerchief. The scuffle is described in a rush of verbs and ampersands, "pulling and hawling & shoving & pushing," which Livingston compares to the racket of "key and the cushion," apparently a boisterous party game. Then the tone swells into mock-heroic praise: "happy – thrice happy! too happy! the swain / Who can replace the pin or bandana again." The grand language is aimed at something tiny, a pin, and that gap between the two is where the joke sits. Livingston is gently teasing the men's devotion even as he praises the woman who inspires it. Cupid, he says, "would die with vexation" without her, which is also pleasantly extravagant.
The last stanza adds a sting. Men adore her, but "the girls on the contrary cannot endure her." Her face "eclipses their faces," a neat astronomical image in which she is the sun and the other women lose their light. The poem then ends on a maxim: "no lov'ly girl can a lov'ly girl bear / And fair ones are ever at war with the fair." The balanced phrasing and the repeated "fair" (also a pun on beauty and fairness) make it sound like a proverb, though it is really a wry observation about rivalry. It is also a sly compliment. If her beauty makes every other woman in the room jealous, that proves how beautiful she is.
The poem is a good example of occasional, parlor-game verse, the kind of light writing meant to be passed around and enjoyed in company. Its achievements are modest but real: it hides its subject inside a clever puzzle, keeps a quick comic rhythm, and ends on a line that has more bite than the sugary start suggests. Livingston's name is also tied to a famous argument over who wrote "A Visit from St. Nicholas," so readers curious about him may enjoy seeing a different, more playful side of his voice here. Beyond that, the poem shows how flattery, wit and a little malice can share the same dance floor.