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When, in disgrace with fortune and men's eyes, When I've fallen out of favor with fortune and men,
I all alone beweep my outcast state All alone I weep over my position as a social outcast,
And trouble deaf heaven with my bootless cries, And pray to heaven, but my cries go unheard,
And look upon myself and curse my fate, And I look at myself, cursing my fate,
Wishing me like to one more rich in hope, Wishing I were like one who had more hope,
Featured like him, like him with friends possess'd, Wishing I looked like him; wishing I were surrounded
by friends,
Desiring this man's art and that man's scope, Wishing I had this man's skill and that man's
With what I most enjoy contented least; I am least contented with what I used to enjoy most.
Yet in these thoughts myself almost despising, But, with these thoughts – almost despising myself,
Haply I think on thee, and then my state, I, by chance, think of you and then my melancholy
Like to the lark at break of day arising Like the lark at the break of day, rises
From sullen earth, sings hymns at heaven's gate; From the dark earth and (I) sing hymns to heaven;
For thy sweet love remember'd such wealth brings For thinking of your love brings such happiness
That then I scorn to change my state with kings. That then I would not change my position in life with


in disgrace (1): out of favor.

beweep (2): weep over (my outcast state).

outcast state (2): The poet's "outcast state" is possibly an allusion to his lack
of work as an actor due to the closing of the theatres in 1592 (during
an outbreak of plague). It also could be a reference to the attack on
Shakespeare at the hands of Robert Greene. Please see the commentary
below for more on Shakespeare and Greene.

bootless (3): useless. Shakespeare uses the word seventeen times in the
plays. Compare Othello:
The robb'd that smiles steals something from the thief;
He robs himself that spends a bootless grief. (1.3.225-6)
Compare also Titus Andronicus:
For they have fought for Rome, and all in vain;
And they have nursed this woe, in feeding life;
In bootless prayer have they been held up,
And they have served me to effectless use:
Now all the service I require of them
Is that the one will help to cut the other. (3.1.75-80)
Interestingly, the phrase "bootless cries" appears in Edward III, an anonymous
play that many now believe Shakespeare wrote.

look upon myself (4): i.e., I become occupied with self-reflection.

Featured like him (6): i.e., the features (physical beauty) of some other more
attractive man.

Sonnet 29 shows the poet at his most insecure and troubled. He feels
unlucky, shamed, and fiercely jealous of those around him. What causes the
poet's anguish will remain a mystery; as will the answer to whether the
sonnets are autobiographical.

However, an examination of Shakespeare's life around the time he wrote

Sonnet 29 reveals two traumatic events that may have shaped the theme of
the sonnet. In 1592 the London theatres closed due to a severe outbreak of
plague. Although it is possible that Shakespeare toured the outlying areas of
London, it is almost certain that he left the theatre entirely during this time to
work on his sonnets and narrative poems. The closing of the playhouses
made it hard for Shakespeare and other actors of the day to earn a living.
With plague and poverty looming it is expected that he would feel "in disgrace
with fortune" (1).

Moreover, in 1592 there came a scathing attack on Shakespeare by dramatist

Robert Greene, who, in a deathbed diary (A Groats-worth of Wit), warned
three of his fellow university-educated playwrights: "There is an upstart Crow,
beautified with our feathers, that with his Tygers heart wrapt in a Players hide,
supposes he is as well able to bombast out a blanke verse as the best of you;
and, beeing an absolute Johannes factotum, is in his owne conceit the only
Shakescene in a countrey."

One can only imagine what grief this assault – this deathbed assault – must
have caused Shakespeare. Greene was nothing if not thorough: first, using a
line from Shakespeare's own 3 Henry VI (1.4.138), he describes Shakespeare
as a pompous, scheming, vicious ingrate, riding the coattails of better writers
(no doubt Shakespeare performed in a play Greene had himself written; then
he adds that Shakespeare was a conceited ("only Shakescene") and
insignificant jack of all trades (a "Johannes factotum").

Greene lets even more insults fly as he continues: "O that I might intreat your
rare wits to be imploied in more profitable courses: & let those Apes imitate
your past excellence, and never more acquaint them with your admired
inventions, for it is pity men of such rare wits should be subject to the
pleasures of such rude groomes." 1

It seems very possible such events are connected to the poet's distressed
declaration in line 8: "With what I most enjoy contented least."

All is not lost, however, for the sonnet ends with a positive affirmation that the
poet can combat his anguish with the "sweet love" (13) of his dear friend.


1. Three months after the publication of Greene's attack, his publisher, Henry
Chettle, wrote a public apology in the preface to Kind-Hartes Dreame, stating
he wished that Greene had not slandered Shakespeare (although he does not
mention Shakespeare by name) because "my selfe have seen his demeanor
no lesse civill than he excelent in the qualitie he professes: Besides, divers of
worship have reported, his uprightnes of dealing, which argues his honesty,
and his facetious grace in writing, that aprooves his Art."

In A Nutshell
If you read all 154 of Will Shakespeare's Sonnets in chronological order from start to
finish, the sequence unfolds like one big juicy story (okay, soap opera). We're talking
love triangles, torrid affairs, friendship drama, betrayal, jealousy, professional rivalry,
and so on.
But don't go thinking you have to read them all in order. Each one of the sonnets can
definitely be read by itself and there's plenty of drama packed into each one of them.
Take Sonnet 29, for example. It's all about a dude (our speaker) who feels like a
complete loser and social outcast (even God doesn't want anything to do with him) until
he suddenly remembers the "sweet love" of some unnamed mystery person. Just
thinking about said "sweet love" is enough to make our speaker feel like he's having
some kind of religious experience.
So, just what kind of "sweet love" are we working with here? Love between friends?
Romantic love? Familial love? It's up for debate. Readers and literary critics have been
fighting about it for the past, oh, 400 years or so.
That's because Sonnet 29 is part of a sequence (#s 1-126) that's all about the speaker's
intense relationship with a young man, who just so happens to be smokin' hot. (It's so
hot that the speaker spends the first 54 sonnets trying to convince his pal to go get
married and have some babies who will grow up to be just as good looking as their
dad.) Literary critics usually refer to the young man as "the Fair Youth," and they
generally assume that Sonnets 1-126 are all addressed to him.
Now, this is important so listen up: there is no specific evidence in Sonnet 29 that tells
us whether or not the speaker is addressing a man or a woman. Got that? Good.
Even so, there's been a lot of controversy about whether or not this particular poem
(along with a lot of others) is about sexual or romantic love between two men. There's
also been a ton of speculation about whether or not this sonnet (along with all the rest)
should be read autobiographically. Our take here at Shmoop? We're siding with
Shakespeare scholar Harold Bloom, who points out that the speaker of the sonnets is
like a fictional character in a play. In other words, we don't bother trying to read Sonnet
29 as if it's Shakespeare's confession in a secret diary. But if you're really craving a
conspiracy theory, go check out this NPR podcast.
Shakespeare originally shared his sonnets with a small, private group of friends, fellow
writers, and potential patrons (investors) in the 1590s, and it's not clear that he ever
meant for them to be made public. How do we know this? Because in 1598, a smart
alecky guy named Francis Meres referred to the poems as "Shakespeare's Sugared
Sonnets among his private friends." Yeah. That's not a compliment. It's like giving the
collection a title or a nickname like Shakespeare's Sappy Sonnets.
Even though the poems circulated in the 1590s, they weren't made public until 1609,
when a shady dude named Thomas Thorpe got his grubby hands on them and
published them in a collection called SHAKE-SPEARES SONNETS. By the
way, SHAKE-SPEARES SONNETS were probably published without Shakespeare's
permission. (Poets had zero copyright back in the day. Bummer for Shakes and Co.)
Why should you care about some dusty old sonnet that was written over 400 years ago
by a guy who cranked out (at least) 153 other sonnets that basically have the same
form and structure?
Seriously. What makes Sonnet 29 so special?
Think of your iPod playlist. We're sure you've got dozens and dozens (if not hundreds)
of songs that you absolutely love. We're also guessing there's one very special go-to
song that you listen to over and over again when you're: completely bummed out / feel
like you've got no friends / are beating yourself up because you bombed your last test /
think you are totally unloved and alone. You know the song we're talking about because
everybody's got one, even our girl Bridget Jones.
Well, Sonnet 29 is the sixteenth-century version of that song, Shmoopsters. That's
because Uncle Shakespeare totally gets what it's like to be down in the dumps and to
feel like the biggest loser on the planet. But he also gets how just one great friendship
can turn everything around and make you feel like the luckiest person in the world.
Think about it. When we read the first 8 lines on Sonnet 29, we can totally imagine any
lonely and depressed teenager moping around in bed with the curtains drawn closed,
watching terrible 1980s TV reruns and ignoring the three-day-old pizza boxes scattered
around. There's probably a big "DO NOT DISTURB ME—I'M BUSY MOPING" sign on
the door, too.
We could go on, but we think you get the idea. Because hey, we've all been there, right?
But Shakespeare doesn't just leave us hanging with a bunch of emo lines that sound
like something Hamlet would say. When we get to line 9 of the sonnet, things change
dramatically and our Speaker's emotional roller coaster takes a turn for the better. Why?
Because he remembers that he's got a friend who loves him. Suddenly, we can imagine
our boy on his feet, dancing around on top of that big, stinky heap of laundry that's been
piling up on the bedroom floor. He's singing like a "lark" about how happy he's feeling
and how great it is to be alive. And we can't help but feel like it's pretty great to be alive,
too. That's because we've all been down in the dumps before and we know that our
relationships with our BFFs are one of the things that make life worth living. So, yeah.
That's just one reason why we can all still relate to Sonnet 29 almost 400 years later.

Sonnet 29 Themes

If the speaker of Sonnet 29 had a theme song that he performed every Friday night at
his favorite karaoke bar, it would probably be "All By Myself." (You know, that pathetic
song Bridget Jones sings while she's all alone in her apartment wearing a pair of ratty
old pajamas?) For the first 8 lines of the sonnet, our speaker insists that he's got zero
friends and that God has been completely ignoring him. There's evidence that our
speaker is physically isolated as well—the sonnet makes it clear that he's been
separated from someone who loves him. In the end, the speaker finds comfort in his
memory of the person's love. In the end, we get the sense that loved ones can be with
us in spirit, if not physically present in our lives.

In Sonnet 29, Shakespeare is all about toying with the differences between spiritual
wealth and economic wealth. When the sonnet opens, the speaker feels spiritually
bankrupt—he's lost all hope and feels like God doesn't care about him. At the same
time, the speaker uses some specific language that makes us think he's suffering some
real economic hardship as well. In the end, however, our speaker decides that the
memory of someone's "sweet love" is enough to make him feel such personal and
spiritual "wealth" that he wouldn't trade places with the richest and most powerful of
men on earth. See "Themes: Friendship" and "Themes: Religion" for more on this.

Ah, friendship. Shakespeare totally gets it, Shmoopsters. Long before The Beatles
came along and wrote about how we can all get by "With a Little Help from [Our]
Friends," our favorite codpiece-loving poet was breaking it all down for us in iambic
pentameter. When Sonnet 29 opens, the speaker feels friendless and alone, but, after
some inner refection, he suddenly remembers the "sweet love" of some unnamed
mystery person and it's enough to lift him out of his depression and give him a new
outlook on life. Not only that, but this friendship is so powerful that it functions as the
speaker's spiritual salvation. Whoa! That's a pretty big testament to the power of
friendship, don't you think? (Yeah, yeah. We know there's some critical debate about
whether or not the speaker is talking about the "sweet love" of a friend or a super-
steamy, secret lover, but, in our "Quotes and Thoughts" section, we'll show you how to
make a strong argument for the friendship theory.

Are you There God? It's Me, the speaker of Sonnet 29. That's right. We did just
compare one of our favorite Judy Blume novels to Shakespeare. Why's that? Because
the speaker of Sonnet 29 is seriously ticked off at God and is having a major spiritual
crisis, that's why. When the sonnet opens, he complains that God's been giving him the
cold shoulder during one of the worst moments in his life...and our speaker is not happy
about it. But don't worry, Shmoopsters. Our guy recovers his spirituality by the end of
the sonnet. We're just not sure it has anything to do with God. In the end, it's the love of
another human being that pulls our speaker from the depths of despair and makes him
feel good again.