When I have seen by times fell hand defaced
The rich proud cost of outworne buried age,
When sometimes loftie towers I see downe rased,
And brasse eternall slave to mortall rage.
When I have seene the hungry Ocean gaine
Advantage on the Kingdome of the shoare,
And the firme soile win of the watry maine,
Increasing store with losse, and losse with store.
When I have seene such interchange of state,
Or state it selfe confounded, to decay,
Ruine hath taught me thus to ruminate
That Time will come and take my love away.
This thought is as a death which cannot choose
But weepe to have, that which it feares to loose.
In the first quatrain, the poet notes that he has seen old towers, buildings and brass objects destroyed by time.
In the second quatrain, the poet reports his observation that the sea sometimes eats up the land, increasing its store by the land's loss and vice versa.
In the third quatrain, the poet observes that these sights of the ruins of time make him think that, one day, time will come and take his love away.
In the final couplet, the poet concludes that he cannot choose but weep to have that which he fears to lose (his beloved).