Sleep, baby mine, Desire's nurse, Beauty, singeth;
Thy cries, O baby, set mine head on aching:
The babe cries, “'Way, thy love doth keep me waking.”

Lully, lully, my babe, Hope cradle bringeth
Unto my children alway good rest taking:
The babe cries, “Way, thy love doth keep me waking.”

Since, baby mine, from me thy watching springeth,
Sleep then a little, pap Content is making;
The babe cries, “Nay, for that abide I waking.”


The scourge of life, and death's extreme disgrace;
The smoke of hell, the monster called Pain:
Long shamed to be accursed in every place,
By them who of his rude resort complain;
Like crafty wretch, by time and travel taught,
His ugly evil in others' good to hide;
Late harbours in her face, whom Nature wrought
As treasure-house where her best gifts do bide;
And so by privilege of sacred seat,
A seat where beauty shines and virtue reigns,
He hopes for some small praise, since she hath great,
Within her beams wrapping his cruel stains.
Ah, saucy Pain, let not thy terror last,
More loving eyes she draws, more hate thou hast.


Woe! woe to me, on me return the smart:
My burning tongue hath bred my mistress pain?
For oft in pain, to pain my painful heart,
With her due praise did of my state complain.
I praised her eyes, whom never chance doth move;
Her breath, which makes a sour answer sweet;
Her milken breasts, the nurse of child-like love;
Her legs, O legs! her aye well-stepping feet:
Pain heard her praise, and full of inward fire,
(First sealing up my heart as prey of his)
He flies to her, and, boldened with desire,
Her face, this age's praise, the thief doth kiss.
O Pain! I now recant the praise I gave,
And swear she is not worthy thee to have.


Thou pain, the only guest of loathed Constraint;
The child of Curse, man's weakness foster-child;
Brother to Woe, and father of Complaint:
Thou Pain, thou hated Pain, from heaven exiled,
How hold'st thou her whose eyes constraint doth fear,
Whom cursed do bless; whose weakness virtues arm;
Who others' woes and plaints can chastely bear:
In whose sweet heaven angels of high thoughts swarm?
What courage strange hath caught thy caitiff heart?
Fear'st not a face that oft whole hearts devours?
Or art thou from above bid play this part,
And so no help 'gainst envy of those powers?
If thus, alas, yet while those parts have woe;
So stay her tongue, that she no more say, “O.”


And have I heard her say, “O cruel pain!”
And doth she know what mould her beauty bears?
Mourns she in truth, and thinks that others feign?
Fears she to feel, and feels not others' fears?
Or doth she think all pain the mind forbears?
That heavy earth, not fiery spirits, may plain?
That eyes weep worse than heart in bloody tears?
That sense feels more than what doth sense contain?
No, no, she is too wise, she knows her face
Hath not such pain as it makes others have:
She knows the sickness of that perfect place
Hath yet such health, as it my life can save.
But this, she thinks, our pain high cause excuseth,
Where her, who should rule pain, false pain abuseth.

* * *

Like as the dove, which seeled up doth fly,
Is neither freed, nor yet to service bound;
But hopes to gain some help by mounting high,
Till want of force do force her fall to ground:
Right so my mind, caught by his guiding eye,
And thence cast off where his sweet hurt he found,
Hath neither leave to live, nor doom to die;
Nor held in evil, nor suffered to be sound.
But with his wings of fancies up he goes,
To high conceits, whose fruits are oft but small;
Till wounded, blind, and wearied spirit, lose
Both force to fly, and knowledge where to fall:
O happy dove, if she no bondage tried!
More happy I, might I in bondage bide!

* * *

In wonted walks, since wonted fancies change,
Some cause there is, which of strange cause doth rise:
For in each thing whereto mine eye doth range,
Part of my pain, me-seems, engraved lies.
The rocks, which were of constant mind the mark,
In climbing steep, now hard refusal show;
The shading woods seem now my sun to dark,
And stately hills disdain to look so low.
The restful caves now restless visions give;
In dales I see each way a hard ascent:
Like late-mown meads, late cut from joy I live;
Alas, sweet brooks do in my tears augment:
Rocks, woods, hills, caves, dales, meads, brooks, answer me;
Infected minds infect each thing they see.
If I could think how these my thoughts to leave,
Or thinking still, my thoughts might have good end;
If rebel sense would reason's law receive;
Or reason foiled, would not in vain contend:
Then might I think what thoughts were best to think:
Then might I wisely swim, or gladly sink.

If either you would change your cruel heart,
Or, cruel still, time did your beauties stain:
If from my soul this love would once depart,
Or for my love some love I might obtain;
Then might I hope a change, or ease of mind,
By your good help, or in myself, to find.

But since my thoughts in thinking still are spent.
With reason's strife, by senses overthrown;
You fairer still, and still more cruel bent,
I loving still a love that loveth none:
I yield and strive, I kiss and curse the pain,
Thought, reason, sense, time, You, and I, maintain.