The youth continues to present a variety of phantom images to the poet. Trying to settle on one authentic image, the poet cannot sleep because of the emotional turmoil caused by his obsession with the youth. Shapes and visions of the youth are the disembodied "shadows like to thee" — shadows that frustrate the poet and prevent him from concluding anything about the youth. This theme recalls earlier sonnets in which the poet battled sleep and wakefulness.
The poet seems more than a little paranoid that the youth will think ill of him. In the second quatrain, he originally asks if the youth purposefully sends his "spirit" to upset the poet, "To find out shames and idle hours in me." However, the next four lines make clear that the cause of the poet's misery is his own affection for the youth and not the youth's for him: "O no, thy love, though much, is not so great; / It is my love that keeps mine eye awake." Fearful that his intense love may embarrass or shame the object of his affection, the poet attempts to regulate his own emotions — for the youth's sake, not for his own: "Mine own true love that doth my rest defeat / To play the watchman ever for thy sake." The poet is left with watching the youth from afar, wanting to hoard the young man's attention but unable to do so. The phrase "with others all too near" demonstrates that the poet is not at all pleased that the young man is receiving the affections of other suitors, affections the poet feels are his — and only his — to give.