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.

  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,

  Reserve their character with golden quill,

  And precious phrase by all the Muses filed.

  I think good thoughts, whilst other write good words,

  And like unlettered clerk still cry Amen,

  To every hymn that able spirit affords,

  In polished form of well refined pen.

  Hearing you praised, I say 'tis so, 'tis true,

  And to the most of praise add something more,

  But that is in my thought, whose love to you

  (Though words come hindmost) holds his rank before,

    Then others, for the breath of words respect,

    Me for my dumb thoughts, speaking in effect.

  Was it the proud full sail of his great verse,

  Bound for the prize of (all too precious) you,

  That did my ripe thoughts in my brain inhearse,

  Making their tomb the womb wherein they grew?

  Was it his spirit, by spirits taught to write,

  Above a mortal pitch, that struck me dead?

  No, neither he, nor his compeers by night

  Giving him aid, my verse astonished.

  He nor that affable familiar ghost

  Which nightly gulls him with intelligence,

  As victors of my silence cannot boast,

  I was not sick of any fear from thence.

    But when your countenance filled up his line,

    Then lacked I matter, that enfeebled mine.