It is a member of the Fair Youth sequence, addressed to the young man with whom Shakespeare shares an intimate but tormented connection.

This sonnet brings together a number of themes that run through the cycle: the speaker's awareness of social and other differences between him and the beloved; the power and limitations of poetic art; and the puzzling sense in which love erases the boundaries between individuals.

It follows the form's typical rhyme scheme, ABAB CDCD EFEF GG, and is composed in a type of poetic metre known as iambic pentameter based on five pairs of metrically weak/strong syllabic positions.

[2] The conceit of the poem is derived most nearly from Petrarch; however, the idea of lovers who have in some sense exchanged souls is commonplace and proverbial.

Dowden speculated, without accepting, the possibility that "beated" referred to a process of tanning; John Shakespeare was a glover.