1. When I do count the clock that tells the time,

2. And see the brave day sunk in hideous night;

3. When I behold the violet past prime,

4. And sable curls or silver'd o'er with white:

5. When lofty trees I see barren of leaves,

6. Which erst from heat did canopy the herd

7. And Summer's green all girded up in sheaves

8. Borne on the bier with white and bristly beard:

9. Then of thy beauty do I question make,

10. That thou among the wastes of time must go,

11. Since sweets and beauties do themselves forsake,

12. And die as fast as they see others grow,

13. And nothing 'gainst Time's scythe can make defence

14. Save breed to brave him, when he takes thee hence.

Thy Beauty's Use?

Dedication: To Elizabeth

Describing the aging Elizabeth and himself (he has the once sable curls and the white and bristly beard). Then he tells her he must question why she had made the beauty (Henry) if she insists on wasting it. Then explains that she is committing a common offense committed by “sweets and beautys” forsaking herself. But he explains Henry is her best and only defense against her encroaching death.

1^st Quatrain: (1-4)

Expressing Elizabeth’s old age in line 1 and reflecting on the coming nightfall (death) of Elizabeth and he in line 2. Referring to Henry as the violet past prime in line 3 while he speaks of himself in reference to his once black curls in line 4.

2^nd Quatrain: (5-8)

Using the metaphor of trees whose leaves have fallen in winter in lines 4 and 5 to remind Elizabeth of the end stage of her life as well as his. Referring to Henry as the summer green all bound up and ready for storage in line 7. Alluding to Henry being reborn as unroyal at her death, the "bier" or coffin is her's while the "white and bristly beard" is his.

3rd Quatrain: (9-12)

Asking her then why to have ever created Henry in line 9. That if she "among the wastes of time must go" in line 10. Telling her that she will have forsaken herself and Henry in line 11. She having died as fast as she has watched Henry grow in line 12.

couplet (13-14),

Making clear that he finally that this (Henry) is her only defense against her coming end.

Commentary:

Oxford using the imagery of bareness of old age and winter to illustrate to Elizabeth her own coming end. An end that has a finality that he would very much like to prevent.

In line 4 the Riverside and many other editions changes the or to all. I believe the or actually makes sense and reflects Oxford speaking people/himself using specifically his own characteristics to paint himself in both young and old states. The ability to do this of course I believe reflects that he is now in that latter state and is only recalling the former. And this autobiographical detail (his sable curls) is actually important as a reference to the actual poet.

Line 2 usage of hideous is the typical ugly and disgusting notion we typically encounter and Shakespeare utilized as well. This is a reflection of the night as representing death to the life of day. Interestingly Hamlet (I, iv) provides some further insight into night's hideousness by virtue of its association with the moon.

Line 3 prime is likely just the "greatest strength" as Shakespeare used often (ex. King Richard III (I, ii)) but prime could also be alluding to the first hour of the day to play on the time metaphor.

Line 9 reveals the important clue if needed by this point that “beauty” has been something made. In line 12 I think it is interesting that breed used but that it is effectively to mean bred, which reveals that the metaphor of reproduction is hasn’t yet quite developed but will soon appear.

Another using more drastic language of the coming end for which the subject must prepare. While the poet’s solution is to breed, this should be understood as merely metaphorical, and merely an act of recognition of Henry which by recognition is to acknowledge that she had bred and not remained the Virgin Queen.