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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 freedom.
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 kings.


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."

How to cite this article:
Shakespeare, William. Sonnet 29. Ed. Amanda Mabillard. Shakespeare Online. 8 Dec. 2008. < >.

Chettle, Henry. Kind-Hartes Dreame. London: J. Lane The Bodley Head, 1592.
Lee, Sidney, Sir. A Life of Shakespeare. New York: Macmillan, 1916.
Jordan, John Clark. Robert Greene. New York: Columbia university press, 1915.
Spender, Stephen. The Riddle of Shakespeare's Sonnets. New York: Basic Books, 1962.

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Did You Know? ... "Of the countless editions of the works of Shakespeare that show a frontispiece likeness of the poet, it is a singular fact that by far the greater number favour the 'Chandos' portrait. The face and features of Shakespeare as 'imaged' in that portrait are those with which his readers are probably most familiar. It is not easy to account for this, since the Chandos Portraitportrait is certainly not the first in point of genuineness, whatever may be its degree of artistic merit. Possibly it satisfies more fully the popular ideal of the likeness of a great creative poet than does the bust or print just referred to. Be that as it may, the 'Chandos ' portrait, for various reasons, more than justifies its being kept in the custody of the nation as a very rare and valuable relic of its greatest dramatist." Alexander Cargill. Read on....


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