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The Annotated Edition

Sonnet 138 by William Shakespeare

Summary, meaning, line-by-line analysis & FAQ.

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Two people in a relationship are deceiving each other—she acts as if she’s loyal, while he pretends to buy into her act, partly to make her think he’s younger and more gullible than he really is.

Poet
William Shakespeare
Themes
betrayal, identity, love
The PoemFull text

Sonnet 138

William Shakespeare

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, Unlearned in the world’s false subtleties. Thus vainly thinking that she thinks me young, Although she knows my days are past the best, Simply I credit her false-speaking tongue: On both sides thus is simple truth suppressed: But wherefore says she not she is unjust? And wherefore say not I that I am old? O! love’s best habit is in seeming trust, And age in love, loves not to have years told: Therefore I lie with her, and she with me, And in our faults by lies we flatter’d be.

Public domain

Sourced from Project Gutenberg

§01Quick summary

What this poem is about

Two people in a relationship are deceiving each other—she acts as if she’s loyal, while he pretends to buy into her act, partly to make her think he’s younger and more gullible than he really is. Neither of them confronts the other about their dishonesty because maintaining this comfortable illusion is simpler than facing the painful reality. The poem concludes with a clever twist: they “lie” together both as lovers and as deceivers.

§02Themes

Recurring themes

§03Line by line

Stanza by stanza, with notes

  1. When my love swears that she is made of truth, / I do believe her though I know she lies,

    Editor's note

    The speaker introduces the main contradiction from the start: he *knows* she is lying, yet he decides to believe her anyway. She claims to be "made of truth" — insisting she is completely honest — but the speaker quickly undermines that assertion. This isn't a matter of being gullible; it's a deliberate decision to go along with her story.

  2. That she might think me some untutor'd youth, / Unlearned in the world's false subtleties.

    Editor's note

    Here we see why he plays dumb. He wants her to believe he is too young and inexperienced to see through her deception. "The world's false subtleties" is a clever phrase — the speaker is obviously quite knowledgeable about them, making his act all the more intentional.

  3. Thus vainly thinking that she thinks me young, / Although she knows my days are past the best,

    Editor's note

    The word "vainly" has two meanings: it can refer to doing something "in vain" (pointlessly) or doing it out of vanity (self-flattery). He acknowledges that the entire act is pointless since she already knows he’s past his prime. Both sides are completely aware of the game they’re involved in.

  4. Simply I credit her false-speaking tongue: / On both sides thus is simple truth suppressed:

    Editor's note

    "Simply" here refers to an apparent innocence — he behaves as if he is taking her words at face value. The line "on both sides thus is simple truth suppressed" serves as the poem's moral pivot: this isn't just one person deceiving another; it's a mutual understanding to ignore reality.

  5. But wherefore says she not she is unjust? / And wherefore say not I that I am old?

    Editor's note

    The speaker takes a moment to pose a straightforward question: why not just tell the truth? "Unjust" refers to being unfaithful or dishonest. These two rhetorical questions linger in the air for a moment, making the reader sense the absurdity of the situation before the couplet provides the answer.

  6. O! love's best habit is in seeming trust, / And age in love, loves not to have years told:

    Editor's note

    "Habit" refers to both a custom and a costume — love's best outfit is the *appearance* of trust, rather than trust itself. The second line gently acknowledges a truth: older individuals in love prefer not to have their age mentioned openly. Pride and desire work together to maintain this illusion.

  7. Therefore I lie with her, and she with me, / And in our faults by lies we flatter'd be.

    Editor's note

    The closing couplet delivers the poem's well-known pun. "Lie with" refers to both sleeping with someone and telling lies — allowing the line to function on two levels at once. They flatter one another through their shared deceptions, and Shakespeare implies that this could be the reality of love, particularly as it ages.

§04Tone & mood

How this poem feels

The tone is wry and self-aware, with a hint of sadness beneath the humor. Shakespeare isn't angry or bitter here; he seems almost amused by the whole situation, like someone who knows a trick is being played on them but enjoys it nonetheless. There’s a sense of resignation and tenderness as well: the lies are called flattery, which makes them feel good even when you know they’re not true.

§05Symbols & metaphors

Symbols & metaphors

The lie / lying
The poem’s main symbol operates on two fronts: verbal deception and physical intimacy. In the final couplet, “lie” merges both meanings, indicating that love and dishonesty are utterly intertwined for this couple.
Youth / age
The speaker's age reveals both vulnerability and vanity. He aims to look young since youth suggests desirability and innocence. However, his true age reflects the reality he’s most eager to hide — not her infidelity, but his own decline.
Simple truth
"Simple truth" is what both lovers keep hidden. The word "simple" carries weight: it suggests something plain and honest, yet also naive. The poem hints that genuine, unguarded honesty doesn't fit into this relationship — or maybe in adult love as a whole.
Habit (love's best habit)
"Habit" as a costume or disguise implies that the trust we exhibit in love is like putting on a costume. Shakespeare suggests that love doesn’t need genuine trust — just a believable portrayal of it.

§06Historical context

Historical context

Shakespeare composed his 154 sonnets throughout the 1590s, but they didn't see publication until 1609. Sonnet 138 belongs to the group known as the "Dark Lady" sonnets (numbers 127–154), which are directed at a woman whose identity remains unknown. In contrast to the idealized figures in the earlier sonnets, the Dark Lady is depicted as sexually experienced, morally complex, and physically unconventional by the standards of Elizabethan society. This sonnet appeared earlier, in a slightly altered version, in a 1599 collection titled *The Passionate Pilgrim*, making it one of the few sonnets we can date with reasonable certainty. The poem captures the Elizabethan concerns about aging, male pride, and the societal aspects of love, yet it does so with a frankness and self-deprecating humor that feels surprisingly contemporary.

§07FAQ

Questions readers ask

The poem suggests that mutual self-deception lies at the core of this relationship — and perhaps in love overall. Both the speaker and his lover are aware of each other's lies, yet they opt to maintain the facade because the comforting illusion feels better than facing the harsh truth. Shakespeare doesn't pass judgment on this; instead, he offers it with a sense of bittersweet acceptance.

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