Employing a paternal attitude, the poet continues his lecture on how deceiving appearances can be. In the first quatrain, he constructs a simile in which the young man is like a "fragrant rose" in which vice, likened to a destructive worm, grows unchecked. The poet doesn't condemn the young man but instead seems almost joyful that the youth's beauty hides such vice: "O, in what sweets dost thou thy sins enclose!" In the second quatrain, the poet criticizes himself for "making lascivious comments" about the youth's younger days, and we come to understand that the "shame" in line 1 is actually the "ill report" that the poet makes of the young man. But merely to mention the youth's name as the poet does turns malice into a compliment about him: "Naming thy name blesses an ill report." In the last quatrain, the poet again addresses the youth's ability to mask any vice in his character. This time, the poet likens the youth to a mansion "Where beauty's veil doth cover every blot / And all things turns to fair that eyes can see!" These lines' jubilant and almost proud tone is similar to that in the first quatrain.
Because the youth is utterly beautiful and the poet is entirely unappealing, they are ill-matched for union in a single being. The poet knows he can expect little pleasure from the relationship, yet he hesitates to make the final, complete break. Essentially he is the "shame / Which, like a canker in the fragrant rose, / Doth spot the beauty of [the youth's] budding name!" Knowing that the youth's behavior toward him is dishonorable because it is false, still the poet ingratiates himself to the young man. For example, in the final couplet, he calls him "dear heart," and his paternal affection for the youth prompts him to warn the young man, "The hardest knife ill used doth lose his edge." In other words, the beauty that the youth uses to cover his faults will ultimately fail him; the more he tries to compensate for his inner vices by maintaining his outer appearance, the faster that beautiful exterior will fail. Ultimately he will be exposed, not as an attractive man, but as a manipulating tease.