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When my love swears that she is made of truth When my mistress swears that she is faithful
I do believe her, though I know she lies, I do believe her, though I know she lies,
That she might think me some untutor'd youth, So that she might think I am some inexperienced youth,
Unlearned in the world's false subtleties. Ignorant of all the deceit that exists in the world.
Thus vainly thinking that she thinks me young, Thus foolishly thinking that I am still young,
Although she knows my days are past the best, Although she knows that my best days are behind me,
Simply I credit her false speaking tongue: Foolishly I give credit to the untruths she tells about me;
On both sides thus is simple truth suppress'd. So that both of us are supressing the ugly truth.
But wherefore says she not she is unjust? But why does she not tell me that she is unfaithful?
And wherefore say not I that I am old? And why do I not admit that I am old?
O, love's best habit is in seeming trust, O, love's best disguise is the pretence of truth,
And age in love loves not to have years told: And older lovers do not like to have their age pointed out:
Therefore I lie with her and she with me, That is why I lie to her and she to me,
And in our faults by lies we flatter'd be. And the lies we tell each other help us forget our respective faults.


In Sonnet 138 the poet candidly reveals both the nature of his relationship with the dark lady and the insecurities he has about growing older. Unlike his intense yet healthy love affair with the young man, the poet's fling with his mistress is (for now) uncomplicated and practical, fulfilling his most basic needs of both sexual pleasure and continual reassurance that he is still worthy of love despite his age. So emotionally detached is the poet from his mistress that he prefers simply to ignore her lying and adultery. The poet's glib indifference toward his mistress is startling, particularly when juxtaposed with his profound concern for the young man, who cannot even be the subject of a rival poet's work without rendering him "tongue-tied" and "faint" (Sonnet 80). The poet's feelings about his relationship with the dark lady intensify in the later sonnets (see Sonnet 147) and he finally must end the affair (see Sonnet 152) .

The Sonnets as a whole show us that time is the poet's great nemesis and, although the dominant theme in Sonnet 138 is the comfort that lies bring to an insecure mind, a discourse on the ravages of time is once again present. A variation of Sonnet 138 was originally included in The Passionate Pilgrim (1599), along with Sonnet 144. There are minor differences between the two poems and for those who wish to do a comparison of the two I reprint it here:
WHEN my love swears that she is made of truth,
I do believe her, though I know she lies,
That she might think me some untutor'd youth,
Unskilful in the world's false forgeries.
Thus vainly thinking that she thinks me young,
Although I know my years be past the best,
I smiling credit her false-speaking tongue,
Outfacing faults in love with love's ill rest.
But wherefore says my love that she is young?
And wherefore say not I that I am old?
O, love's best habit is a soothing tongue,
And age, in love, loves not to have years told.
Therefore I'll lie with love, and love with me,
Since that our faults in love thus smother'd be.

lies (2): meaning both "tells lies" and "lies (has sex) with other men."

That (3): So that.

vainly (5): wrongly.

Simply (7): i.e., Like a simpleton.

credit (7): believe.

wherefore (9): why.

unjust (9): dishonest (about her fidelity).

habit (11): guise.

age in love (12): older lovers.

Therefore I (13): Notice again the double meaning of lie. The line can also be interpreted as "That is why I sleep with her and she with me."

How to cite this article:
Shakespeare, William. Sonnet 138. Ed. Amanda Mabillard. Shakespeare Online. 8 Dec. 2008. < >.

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Thoughts on Sonnet 147 ... Shakespeare's scathing attack upon the morality of his mistress exemplifies their tumultuous and perplexing relationship. The three quatrains outline the poet's inner struggle to cope with both his lover's infidelity and the embarrassing self-admission that he still desires her to gratify him sexually, even though she has been with other men. The poet yearns to understand why, in spite of the judgment of reason (5), he still is enslaved by her charms. Confused by his own inexplicable urges, the poet's whole being is at odds with his insatiable "sickly appetite" (4) for the dark lady. He deduces in the final quatrain that he surely must be insane. Read on....


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