This sonnet compares the physical features of the speaker's mistress to other natural elements but finds her lacking. The mistress' eyes are not as bright as the sun, her lips are not as red as coral, her breasts are pale, and her black hair resembles wires. The mistress does not have the rosy cheeks of roses, her breath is unpleasant compared to perfumes, and her voice is not as pleasing as music. Yet despite these imperfections, the speaker considers his love for her as rare as if she were a goddess.