This is one of Ives' most intriguing early songs, written before he was 20 years old. He did not include it in his 1922 publication 114 Songs, which provides a nearly complete compilation of his songs. One can infer that failure to include it was an oversight from the fact that when pianist John Kirkpatrick was editing Ives' unpublished material he found this song on a piece of manuscript paper, lacking a title.

"Song" is the title the poet, Hartley Coleridge (1796 - 1849) gave the poem, which is part of his collection Thoughts and Fancies. It is a love poem beginning "She is not fair to outward view," with the idea that the poet has seen her smile and the light in her eye and recognized her beauty. Now even her frown is fairer, to him, than the smiles of any other.

Conventional as the sentiment is, Ives' setting is quite original and is one of his early pieces showing him becoming unconventional in his music. There are quickly arpeggiated chord figures, but they restlessly shift the numbers of notes played in one beat: now six, now five, now eight, now seven, sometimes four thirty-seconds followed by triplet sixteenths.

The chords shift rather restlessly, and Ives at one point writes a chord that few others but himself could play without rolling, with five notes spanning an octave and a fifth in the left hand and a span of a ninth in the right. (His editor, John Kirkpatrick, put the option of rolling this chord in brackets, but reports of Ives' playing say that the composer actually could play such chords with a hand span wider than that of Sergei Rachmaninov.)

The vocal part is also on the extravagant side, with leaps as wide as a tenth. Ives shows a nice sense of timing in the way he thickens and lightens the texture to follow the mood of the words.

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