Two lines are all Herrick needs to give a compliment and take it back in the same breath. A woman is told she is beautiful, the speaker agrees, and then, at a single "But," the praise slides sideways onto someone else. The title explains the trick before the verse begins. She is "painted," made up with cosmetics, so the beauty everyone admires is not hers to claim. The central idea is that manufactured beauty is borrowed credit. Admiration goes to whoever made the effect, not to the face wearing it.
The first line is built to lull us. It runs in smooth iambic pentameter: "Men SAY you're FAIR; and FAIR ye ARE, 'tis TRUE." The rhythm is balanced and agreeable, and the repetition of "fair" sounds like generous confirmation. The speaker doesn't just report what men say but doubles it and seals it with "'tis true." The word "fair" has more than one meaning, though. It can mean beautiful, light-complexioned, or just and honest. The poem quietly puts pressure on that range, because a face made fair by paint is fair in only one of those senses. The shift from "you're" to the slightly formal, old-fashioned "ye" adds a courtly ring, like a bow, and makes the snub that follows sharper.
The turn comes in the middle of a couplet, because a poem this short has no room for a stanza break. "But, hark!" is almost a stage whisper, a hand laid on the listener's sleeve. The commas make us stop, as if a secret is about to slip out. The pronouns change too. The first line offers anonymous "men," meaning rumour and general opinion. The second says "we." The speaker steps into the crowd and makes the verdict collective, so it sounds less like one sour observer and more like what everyone concludes once they look closely. The word "now" matters as well. It suggests a moment of discovery, a before and after, with the compliment withdrawn at the instant it is paid. Then the line ends on "not you," a blunt run of monosyllables that closes on the very word the woman herself would hear.
The rhyme does its own work. "True" and "you" are tied together by sound, yet the sense of the couplet pulls them apart. The first line grants that her beauty is true, and the second denies that it is really hers. The rhyme promises a neat match between the woman and the truth, and the content refuses it.
There is also a nice ambiguity in "the painter." It could be an artist who has made her portrait, or the woman herself, working with powder and brush at her own face. The poem doesn't choose, and either reading makes her a canvas rather than a source of beauty. The title is polite, since "gentlewoman" suggests rank and good manners, but the verse itself is not. The courtesy of the label and the cut of the couplet pull against each other, and that tension is where the humour lives.
The poem is significant as a model of the epigram, a form that works by compression and a sting in the tail. Nearly all of its weight rests on the last two words, and everything before them is preparation. It also leaves a real question open. Is the speaker a witty cruel observer, or an honest one making a moral point about appearance and reality? The word "fair" invites us to ask whether the speaker is being fair. Readers can argue either way, and that is part of why such a tiny poem stays in the mind.
It also stays relevant because the situation is so recognisable. We still pause over praise for things that have been carefully constructed, from a heavily edited photograph to a perfectly staged room, and wonder who deserves the credit. Herrick's answer takes only two lines.