Some say thy fault is youth, some wantonnesse,
Some say thy grace is youth and gentle sport,
Both grace and faults are lov'd of more and lesse:
Thou makst faults graces that to thee resort:
As on the finger of a throned Queene,
Tne basest Jewell will be well esteem'd:
So are those errors that in thee are seene,
To truths translated, and for true things deem'd.
How many Lambs might the sterne Wolfe betray,
If like a Lambe he could his lookes translate,
How many gazers mightst thou lead away,
If thou wouldst use the strength of all thy state?
But doe not so, I love thee in such sort,
As thou being mine, mine is thy good report.
Changes to the original text: line 4, comma taken out after 'graces';
In the first quatrain, the poet muses in a rather disconnected way on what people, high and low, say about his beloved. Some call his faults graces, and vice versa, but the beloved has the power to change faults into graces.
In the second quatrain, the poet points out that, in the same way that a jewel on the finger of a queen will be thought to be marvellous, even though it might be rubbish, so faults in the young man are taken for graces.
In the third quatrain, the poet asks how many lambs might be led astray by a wolf who could change himself to look like a lamb, in the same way, if his beloved used all his charm (the strenth of all thy state), how many people could he lead astray.
In the final couplet, the poet asks the young man not to behave in the way described, as he feels that his (the beloved's) good report is his (the poet's) own.
The final couplet is the same as the final couplet for Sonnet 36.