1: "From fairest creatures we desire increase"

The poet tells the fair youth that we all want beauty to live on in our children, and chides him for his selfishness in not having children.

2: "When forty winters shall besiege thy brow"

The poet warns the fair youth that in forty years his beauty will be in tatters, and then it will be a shame if he has no child who has inherited his beauty.

3: "Look in thy glass and tell the face thou viewest"

The poet advises the fair youth to look in the mirror, and there see in his reflection the image of his mother, whose beauty he should perpetuate by blessing a woman with motherhood.

4: "Unthrifty loveliness, why dost thou spend"

The poet tells the fair youth that Nature only lends beauty, and She expects us to invest it wisely by having children.

5: "Those hours that with gentle work did frame"

The poet warns the fair youth that time, which made the summer in which his much-admired beauty was created, will soon bring the winter which will destroy it. Then, only a distillation of his beauty, an attar within "walls of glass" will preserve it against oblivion. —This thought is continued and completed in the next sonnet, in which a woman is figured as the vial in which the essence of beauty can be contained.

6: "Then let not winter's ragged hand deface"

Continuing the thought and metaphor of Sonnet 5, the poet warns the fair young man that if he waits too long to have children, it will be too late, and worms will be his inheritors.

7: "Lo, in the orient when the gracious light"

The poet compares the course of the sun in the skies to the career of a king. Both are welcomed when they are first seen, and adored in their time of vigor, but disregarded when they fall into old age. From this, the poet draws a lesson for the fair youth: unless he begets children while he is still fair, no one will notice when he dies.

8: "Music to hear, why hear'st thou music sadly?"

The poet asks the fair youth why he is so serious when he listens to music, and then offers a reason. He says that the nature of music is trying to teach the young man a lesson; both the harmony of music and the sympathetic vibrations of lute strings should show him how his life would be enriched by having a family.

9: "Is it for fear to wet a widow's eye"

The poet asks the fair youth if he has not married because he fears that he will die and leave behind a grieving widow. The poet then argues that if the fair youth dies childless, the whole world will be his grieving widow, but if he marries and has children, his widow be able to remember him by the children. The poet also argues that not having children is worse than being a spendthrift, because while others enjoy the cash that the spendthrift throws around, nothing will be left of the beauty that is not passed on to children.

10: "For shame deny that thou bear'st love to any"

The poet charges the fair youth with cold-heartedness and self-hatred, then pleads with him to prove himself "gracious and kind" by having a child.

11: "As fast as thou shalt wane, so fast thou growest"

The poet uses various arguments to persuade the fair youth to produce children. He says that a child will preserve all the best of him; he says that if all people refused to have children, the world would come to an end; he says Nature intended ugly people to perish without having children, but beautiful people were created by Nature to be the pattern and parents of more beautiful people.

12: "When I do count the clock that tells the time"

Using a series of melancholy images, the poet makes the point that time destroys all beauty, which leads him to the conclusion that the only thing that can defend the fair youth against "Time's scythe" is "breed"—begetting a child.

13: "O, that you were yourself! but, love, you are"

The poet admonishes the fair youth that he does not own himself, but has only a lifetime lease. When the term of the lease expires, nothing of the fair youth will remain if he does not pass his form on to a child of his. The poet asks if a man who owns a beautiful house would let it fall into ruin, and tells the fair youth that he should honor his father by producing a son who will resemble him.

14: "Not from the stars do I my judgment pluck"

The poet says that he has an astronomer's skill of forecasting, but in a particular way. He can't forecast the weather, or feast or famine, but he can forecast—from the "constant stars" of the fair youth's eyes—that "truth and beauty shall together thrive" if the fair youth produces children. Otherwise, when the fair youth dies, truth and beauty will die with him.

15: "When I consider every thing that grows"

When the poet considers that everything naturally grows only to die, the beauty of the fair youth becomes even more precious to him, and he says that as Time steals the youth's beauty, he will renew it by praising it in poetry.

16: "But wherefore do not you a mightier way"

Continuing the thought of the previous stanza, in which he promised to write poetry which would defend the fair youth against the ravages of time, the poet asks the fair youth to take a better way, to "paint" his own portrait by having children who will resemble him.

17: "Who will believe my verse in time to come"

The poet says that if he wrote a poem that managed to do justice to all of the fair youth's beauties, future ages would think that he was guilty of crazy exaggeration. On the other hand, if the fair youth had living children, he would "live twice, in it [the child] and in my rhyme."

18: "Shall I compare thee to a summer's day?"

The poet says that his beloved is more beautiful, more temperate, and longer-lived than summer. Summer sometimes has bad weather and summer must end, but the poet's beloved will live in the poem as long as "men can breathe or eyes can see."

19: "Devouring Time, blunt thou the lion's paws"

The poet tells Time that it can have its relentless way with all the rest of the world, but it must not commit the "heinous crime" of making his beloved grow old and ugly. But in the concluding couplet the poet reverses himself, saying "Yet, do thy worst, old Time: despite thy wrong, / My love shall in my verse ever live young."

20: "A woman's face with Nature's own hand painted"

The poet half-jokingly laments that the young man is more beautiful than any woman, and much less false. He goes so far as to say that Nature, when making the young man, intended to make a woman, but then carelessly added "one thing to my purpose nothing." He reconciles himself to this state of affairs by saying that he will enjoy the young man's true, spiritual love, while women will treasure "thy love's use."

21: "So is it not with me as with that Muse"

The poet compares the false and overblown poetry of other poets with his honest poetry. Other poets praise their ladies to the skies only because it's the conventional thing to do, but he is sure that if he writes honestly it will be seen that his "love is as fair / As any mother's child."

22: "My glass shall not persuade me I am old"

The poet tells his beloved that he can never be old as long as his beloved is young, but when he sees furrows in the brow of his beloved, he expects to die. (It seems to be assumed that he is older than his beloved.) The poet goes on to declare that they have exchanged hearts, and so they both need to take care of themselves (for fear of killing the heart of the other). He concludes by saying that when he dies, he will take the heart of his beloved with him.

23: "As an unperfect actor on the stage"

The poet confesses that when he tries to tell his beloved of his love, speech fails him, so he asks his beloved to read what he has written and to "hear with eyes."

24: "Mine eye hath play'd the painter and hath stell'd"

In an elaborate extended metaphor, the poet tells his beloved that his eyes have engraved the image of the beloved in his heart. Yet, he concludes, his eyes can draw only "what they see, know not the heart."

25: "Let those who are in favour with their stars"

The poet looks down on those who are the favorites of princes, or who are famous for their victories in war, because the favorites will fall out of favor and the victories will be forgotten, but he has a love that will last forever.

26: "Lord of my love, to whom in vassalage"

The poet apologizes for his poorly-written love message (the poem) and expresses the hope that his beloved will take it in the spirit in which it is meant until such time as a favorable star grants the poet the ability to dress his "loving" in more beautiful words. "Then," says the poet, "may I dare to boast how I do love thee."

27: "Weary with toil, I haste me to my bed"

The poet tells his beloved that when he goes to bed after a hard day his thoughts immediately begin "a zealous pilgrimage to thee," who seems to him "like a jewel hung in ghastly night." Thus "by day my limbs, by night my mind, / For thee and for myself no quiet find."

28: "How can I then return in happy plight"

Continuing the thought of the previous sonnet, the poet asks how he can ever get any rest, since both day and night torture him. He flatters both night and day by telling them that his beloved shines so bright only to please them, but still he suffers more and more every night and day that he is absent from his beloved.

29: "When, in disgrace with fortune and men's eyes"

The poet says that when he's disregarded by everyone, feeling envious of others, and "almost despising" himself, he may chance to think of "thee" (his beloved), and then his spirit, "Like to the lark at break of day arising / From sullen earth, sings hymns at heaven's gate."

30: "When to the sessions of sweet silent thought"

In this companion-piece to the previous sonnet, the poet says that when he starts feeling badly about opportunities missed, friends who have died, and love lost, and when he feels he's losing his time in counting up his losses, he may chance to think of "thee" (his beloved), and then "All losses are restor'd, and sorrows end."

31: "Thy bosom is endeared with all hearts"

Following up on the previous sonnet, the poet tells his beloved that all of those whom he loved before, but thought of as dead, have a new life in the bosom of his beloved, so that "thou, all they, hast all the all of me."

32: "If thou survive my well-contented day"

Addressing his beloved, the poet says that should he/she survive the poet and happen to read this poem, he/she would realize that the age had produced better poets. Then the poet asks his beloved for two things: 1) to remember that if the poet had lived longer, he would have produced a better poem, and 2) to value the poem for its expression of love, rather than for its style.

33: "Full many a glorious morning have I seen"

The poet first describes glorious mornings during which the sun allows ugly clouds to hide its beauty, then compares such mornings with his relationship with his beloved. The poet experienced the "triumphant splendor" of new love, but complains that his beloved "was but one hour mine." Nevertheless, the poet is not jealous or resentful, because "suns of the world" (i.e., beautiful, adored people) are permitted to do what "heaven's sun" does.

34: "Why didst thou promise such a beauteous day"

Using the same metaphor as in the previous sonnet, the poet asks why his beloved "did promise such a beauteous day," only to let dark overtake him. The poet then says that it's not enough that his beloved is sorry for wounding his feelings, because the poet's pain lives on. However, in the end the poet changes his mind: his beloved weeps for shame, making the poet declare that those tears are rich pearls which pay for all.

35: "No more be grieved at that which thou hast done"

In a forgiving mood, the poet urges his beloved to "No more be grieved at that which thou hast done." He reflects that everyone has faults and makes mistakes, as "Roses have thorns, and silver fountains mud." But suddenly, just as he is saying "All men make faults," he reverses himself and tells his beloved that his (the poet's) fault is to excuse his beloved much more than is deserved. Thus there is a "civil war" between the poet's love and hate, and he becomes an accessory to the crime committed against himself.

36: "Let me confess that we two must be twain"

The poet accepts that he and his beloved can never be together for long, even though their love is true. Despite their mutual love, neither one can openly acknowledge it, for fear of dishonoring the beloved. (Just why or how this loss of honor would occur is not mentioned.) But the poet is willing to endure the pain of the situation because he loves so strongly that the honor accorded to his beloved is his honor too.

37: "As a decrepit father takes delight"

Expanding on the final thought of the previous sonnet, the poet compares himself to "a decrepit father" who delights in his child's accomplishments, and feels himself enriched by them, so that he is no longer "lame, poor, nor despised."

38: "How can my Muse want subject to invent"

The poet gives all credit for his poetry to his beloved, whose excellencies must inspire anyone.

39: "O! how thy worth with manners may I sing"

The poet asks his absent lover how he can praise her without praising himself, as their love has melded them together as one. He suggests that living separately from each other may enable him to sing the worth which she alone deserves. He then addresses Absence, saying what a torment absence would be if it did not supply the leisure time to be comforted by thoughts of love, furnished by the two sweet deceivers—thoughts and time. The concluding couplet reverses the poet's opinion about the effect of absence which now teaches him how to separate himself from his love by (paradoxically) praising him.

40: "Take all my loves, my love, yea, take them all"

The poet orders his beloved to take all of his previous loves and then tells her that she will gain nothing that she did not already possess—his true love. The poet then says that if she accepts his love, he cannot blame her for using that love any way she likes, but he will blame her if she deceives him by sampling his love, knowing all along that she will refuse him. But then the poet reverses himself and says that he will forgive the theft of his love even though love's wrongs hurt far more than wounds inflicted by hate. The final couplet describes his beloved's bearing as lustful elegance ("lascivious grace") which makes ill motives obvious, and adds that even if she were to kill him with malicious ill will, they must not be enemies.

41: "Those petty wrongs that liberty commits"

The poet tells his beloved young man that he knows that there are times when small transgressions take place, during which the poet is absent from the beloved's heart, but the poet thinks that these things should be expected due to the beloved's youth and beauty. Because the beloved is sweet and beautiful others will try to win the beloved's affections, and if a woman woos, what man born of woman could refuse? But, the poet says, the young man could refuse to give away the poet's place in his affections, and learn some self-restraint before his youth and beauty lead both himself and a woman into violations of integrity.

42: "That thou hast her, it is not all my grief"

The poet tells his friend that that his having won over his lover is not the complete story of his sorrow, even though he loved her dearly: the fact that she has captured his friend is the poet's more heartfelt grief ("wailing chief"). The poet addresses both his friend and lover as "loving offenders" since they have both given his love offense, saying that he forgives them both: the poet knows that his friend fell for his lover because he knew the poet loved her and that she fell for the friend in order to please the poet by pleasing the poet's friend. If they truly find each other, then the poet has lost twice; and what's worse is that both were motivated by love for the poet, so both are responsible for his burden of sorrow. Then, finding a new, flattering rationalization for this heart-breaking situation, the poet asserts that since he and his friend are really one, the beloved woman still loves only him.

43: "When most I wink, then do mine eyes best see"

The poet declares that he can see better with his eyes shut, for during daylight hours what he sees is not necessarily voluntary, but in dreams the poet's eyes are focused on his beloved; both his eyes and the beloved's shadow are darkly bright. The poet asks how the beloved's shadow could appear any brighter during the clear day which would show (by contrast) the beloved's clearer light. The poet asks how his eyes would be more blessed by seeing his beloved in sunlight, since the beloved's beautiful shadow shines so brightly in the dark upon his unseeing, sleeping eyes where the image remains. Days are nights and nights are days until the beloved returns.