"Fairy-Land" begins by describing a fantastical, surreal world of "huge moons" that "wax and wane," "shadowy floods," and "cloudy-looking woods." The moons extinguish the star-light "with the breath from their pale faces," and one of the moons comes down from the sky and drapes itself "over hamlets, over halls . . . Over every drowsy thing."

When this moon comes down to the earth and buries everything in its "labyrinth of light," all the citizens of the land sleep deeply, and when they awake, they use the moon as "a tent." This moon then shatters into "a shower" of "butterflies," which fly up to the sky before coming back down again.

This poem is surreal and bizarre, much like a Salvador Dali painting. The moon which descends to the land and covers everything with a "labyrinth of light" is perhaps symbolic of the imagination, which can be all-consuming and intoxicating. This poem was first published in 1829, during the Romantic era. During this period, Romantic poets such as Wordsworth, Keats and Shelley wrote poetry to celebrate the power of the human imagination. Poe was likely influenced by this aspect of Romanticism when he wrote "Fairy-land."

When the poem was first published in an issue of The Yankee and Boston Gazette, the editor described Poe's poem as "though nonsense, rather exquisite nonsense." In this sense, the poem might be compared to Lewis Carroll's Alice's Adventures in Wonderland, published about thirty years later.

Poe's "Fairyland" was initially titled "Heaven" and then was later revised. The later, better-known, version of "Fairyland" is rife with orthodox Romantic lyrical imagery but, as is typical of Poe's writings at the time, tinged with a certain darkness. This is not the Romanticism of Wordsworth. Some of the Romantic themes he uses include the transformative character of a landscape that is in a liminal zone between the natural and the super-natural, the nature lyric, and the all-encompassing power of the sublime. The poem is a dramatic monologue in which a narrator addresses a young woman called Isabel. He invites her to sit with him "where the moonbeam fell / Just now so fairy-like and well." He uses a range of lyrical images to describe the landscape: "dress'd for paradise," "flowers," "moon," "the low breath of June". The entire poem has an oneiric quality, which is also a common Romantic trope.

"Fairy-Land" is a poem by Poe where he creates a fantastical landscape which is inhabited by fairies, who fly around and are shown to inhabit this curious universe. The opening first few lines create a dramatic sense of the mystery and wonderful nature of this setting through the following description:

Dim vales—and shadowy floods—

And cloudy-looking woods,

Whose forms we can’t discover

For the tears that drip all over: