The poem describes a painted portrait of an elderly woman, and at first everything about her seems comforting: pink cheeks, a white bun, a lace collar with a cameo, a gentle half-smile. She looks like someone's grandmother. But the speaker keeps nudging us to look harder. The lawn chair is a clashing blue, and her eyes, unlike her smile, stare straight at the viewer in a challenging way.
The real surprise comes with the creature asleep on her lap. It's the size of a small dog, but the speaker warns, "do not be fooled." The closing mention of "each guard hair, each glossy quill" suggests the animal is something spiky, perhaps a porcupine, though the poem never says so outright. The speaker admires the painter's skill while also hinting at danger.
The mood is wry and playful, with an undercurrent of unease. The poem teaches us to distrust a sweet first impression, since this gentle-looking woman may be tougher than she seems.