Composed in 1961, William Walton's lively rendering of the carol What Cheer? takes its text from a sixteenth-century tome titled Richard Hill's Commonplace Book. It follows a previous Old English carol setting by Walton, Make We Joy Now in this Fest, by three decades; the elapsed time shows in the slightly more ambitious harmonies and rhythms that characterize the later carol, but the general character is quite similar.

A lively triple meter is employed throughout, which Walton playfully frustrates with frequent syncopations. The rhythmic anticipation that accompanies the refrain, "What cheer? Good Cheer!"—especially the emphasized upbeat—conveys the irresistible anticipation of the holiday; the antiphonal exchange between men's and women's voices is answered by the joyful homophonic texture of the verses. A somewhat ponderous bass line underscores the verses as well, hinting at a minor mode and mood; nonetheless, the ebullient cadence in major that ends each chorus finishes the piece in an unambiguously mirthful character.

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William Walton's setting of the Old English carol, Make We Joy Now in this Fest, dates from 1931. Its chronological position is more or less indistinguishable, however, since in this and other renderings of old Christmas texts (including What Cheer?, All This Time, and King Herod and the Cock), he consistently mixed modern harmonies with quasi-archaic textures, thereby muting the character of his own vocabulary.

A lilting triple meter dominates throughout, with iambs (short-long) and trochees (long-short) playfully juxtaposed to convey a sense of both spirited tradition and holiday mirth. Of particular interest in this carol is the curious juxtaposition of English and Latin texts, as in the opening two lines: "Make we joy now in this Fest / In quo Christus natus est [In which Christ is born]." Though Walton makes no musical issue of the linguistic shift, he does set apart the subsequent refrain, "Eya, eya, eya," by rendering it in beautifully flowing, faux-Renaissance polyphony, which contrasts with the solid homophony of the verse texts.

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