My spirit is thine the better part of me,

So then thou hast but lost the dregs of life,

The prey of worms, my body being dead,

The coward conquest of a wretch's knife,

Too base of thee to be remembered, 

The worth of that, is that which it contains,

And that is this, and this with thee remains.

So are you to my thoughts as food to life,

Or as sweet-seasoned showers are to the ground;

And for the peace of you I hold such strife

As 'twixt a miser and his wealth is found.

Now proud as an enjoyer, and anon

Doubting the filching age will steal his treasure,

Now counting best to be with you alone,

Then bettered that the world may see my pleasure,

Sometime all full with feasting on your sight,

And by and by clean starved for a look,

Possessing or pursuing no delight

Save what is had, or must from you be took.

Thus do I pine and surfeit day by day,

Or gluttoning on all, or all away.

Why is my verse so barren of new pride?

So far from variation or quick change?

Why with the time do I not glance aside

To new-found methods, and to compounds strange?

Why write I still all one, ever the same,

And keep invention in a noted weed,

That every word doth almost tell my name,

Showing their birth, and where they did proceed?

O know sweet love I always write of you,

And you and love are still my argument:

So all my best is dressing old words new,

Spending again what is already spent:

For as the sun is daily new and old,

So is my love still telling what is told.

Thy glass will show thee how thy beauties wear,

Thy dial how thy precious minutes waste,

These vacant leaves thy mind's imprint will bear,

And of this book, this learning mayst thou taste. 

The wrinkles which thy glass will truly show,

Of mouthed graves will give thee memory,

Thou by thy dial's shady stealth mayst know,

Time's thievish progress to eternity.

Look what thy memory cannot contain,

Commit to these waste blanks, and thou shalt find

Those children nursed, delivered from thy brain,

To take a new acquaintance of thy mind.

These offices, so oft as thou wilt look,

Shall profit thee, and much enrich thy book.

So oft have I invoked thee for my muse,

And found such fair assistance in my verse,

As every alien pen hath got my use,

And under thee their poesy disperse.

Thine eyes, that taught the dumb on high to sing,

And heavy ignorance aloft to fly,

Have added feathers to the learned's wing,

And given grace a double majesty.

Yet be most proud of that which I compile,

Whose influence is thine, and born of thee,

In others' works thou dost but mend the style,

And arts with thy sweet graces graced be.

But thou art all my art, and dost advance

As high as learning, my rude ignorance.

Whilst I alone did call upon thy aid,

My verse alone had all thy gentle grace,

But now my gracious numbers are decayed,

And my sick muse doth give an other place.

I grant (sweet love) thy lovely argument

Deserves the travail of a worthier pen,

Yet what of thee thy poet doth invent,

He robs thee of, and pays it thee again,

He lends thee virtue, and he stole that word,

From thy behaviour, beauty doth he give

And found it in thy cheek: he can afford

No praise to thee, but what in thee doth live. 

Then thank him not for that which he doth say,

Since what he owes thee, thou thy self dost pay.

O how I faint when I of you do write,

Knowing a better spirit doth use your name,

And in the praise thereof spends all his might,

To make me tongue-tied speaking of your fame.

But since your worth (wide as the ocean is)

The humble as the proudest sail doth bear,

My saucy bark (inferior far to his)

On your broad main doth wilfully appear.

Your shallowest help will hold me up afloat,

Whilst he upon your soundless deep doth ride,

Or (being wrecked) I am a worthless boat,

He of tall building, and of goodly pride.

Then if he thrive and I be cast away,

The worst was this, my love was my decay.

Or I shall live your epitaph to make,

Or you survive when I in earth am rotten,

From hence your memory death cannot take,

Although in me each part will be forgotten.

Your name from hence immortal life shall have,

Though I (once gone) to all the world must die,

The earth can yield me but a common grave,

When you entombed in men's eyes shall lie,

Your monument shall be my gentle verse,

Which eyes not yet created shall o'er-read,

And tongues to be, your being shall rehearse,

When all the breathers of this world are dead,

You still shall live (such virtue hath my pen)

Where breath most breathes, even in the mouths of men.

I grant thou wert not married to my muse,

And therefore mayst without attaint o'erlook

The dedicated words which writers use

Of their fair subject, blessing every book. 

Thou art as fair in knowledge as in hue,

Finding thy worth a limit past my praise,

And therefore art enforced to seek anew,

Some fresher stamp of the time-bettering days.

And do so love, yet when they have devised,

What strained touches rhetoric can lend,

Thou truly fair, wert truly sympathized,

In true plain words, by thy true-telling friend.

And their gross painting might be better used,

Where cheeks need blood, in thee it is abused.

I never saw that you did painting need,

And therefore to your fair no painting set,

I found (or thought I found) you did exceed,

That barren tender of a poet's debt:

And therefore have I slept in your report,

That you your self being extant well might show,

How far a modern quill doth come too short,

Speaking of worth, what worth in you doth grow. 

This silence for my sin you did impute,

Which shall be most my glory being dumb,

For I impair not beauty being mute,

When others would give life, and bring a tomb.

There lives more life in one of your fair eyes,

Than both your poets can in praise devise.

Who is it that says most, which can say more,

Than this rich praise, that you alone, are you?

In whose confine immured is the store,

Which should example where your equal grew.

Lean penury within that pen doth dwell,

That to his subject lends not some small glory,

But he that writes of you, if he can tell,

That you are you, so dignifies his story.

Let him but copy what in you is writ,

Not making worse what nature made so clear,

And such a counterpart shall fame his wit,

Making his style admired every where. 

You to your beauteous blessings add a curse,

Being fond on praise, which makes your praises worse.

My tongue-tied muse in manners holds her still,

While comments of your praise richly compiled,