The first five couplets set an idyllic scene. Surrounding the town of Frederick are green hills, “meadows rich with corn” (Line 1), and apple and peach tree orchards. It almost resembles the Garden of Eden, as suggested by the line “Fair as a garden of the Lord” (Line 7). The town itself has many “clustered spires,” suggestive of dignified buildings with many churches. The September morning is “cool” (Line 2) and “pleasant” (Line 9); it seems at first that there is nothing to disturb the people of Frederick as they go about their daily lives.

In Line 10 the disturbance comes. “Lee” is the leader of the Confederate army, General Robert E. Lee, who has chosen to invade Maryland. (Maryland was a slave-holding state and a border state but it did not secede from the Union.) Lee’s forces have traversed mountains—the Blue Ridge Mountains—and are heading for Frederick with both cavalry and infantry. Lee, however, is not leading the advance force that marches into Frederick that morning.

In the poem, the populace of Frederick is shown to have strong Unionist sentiments, since they display 40 Union flags (Lines 13-14). However, the men of the town appear to have no wish to antagonize the invaders; by noon, all the flags have been taken down.