This is a narrative poem in eight nine-line stanzas in iambic pentameter (da DA / d DA / da DA / da Da / da Da). It tells the story of the surprise attack against the British who are gathered at night at a celebratory ball but who then hear the "the cannon’s opening roar!"

The theme of this poem is the final result of Waterloo where clay falls upon clay and clay covers clay. This cryptic seeming metaphor compares the earth's clay of a battlefield to human clay from which, in Biblical allusion, life comes and to which life will go.

Now lifeless soldiers fall upon the clay of earth and become clay themselves, clay that will soon be covered by earth's clay, which also lies beneath them, as they are buried in the battlefield's earth.

The final result of clay upon clay upon clay is shared by "friend and foe" alike as soldiers from both sides meet the same fate:

Which her own clay shall cover, heaped and pent,
Rider and horse,—friend, foe,—in one red burial blent!

The narrative progresses from the ball through to the final "Battle’s magnificently-stern array!" A key narrative moment is when the soldiers rush from the ballroom as "there was mounting in hot haste: the steed, / The mustering squadron, and the clattering car." This rush followed the lionization of the first to fall in battle.

Last noon beheld them full of lusty life,
     Last eve in Beauty’s circle proudly gay,
     The midnight brought the signal-sound of strife,
     The morn the marshalling in arms,—the day
     Battle’s magnificently-stern array!
     The thunder-clouds close o’er it, which when rent
     The earth is covered thick with other clay
     Which her own clay shall cover, heaped and pent,
Rider and horse,—friend, foe,—in one red burial blent!