1. careful: busy; full of cares.

3. dispatch: haste.

5. holds her in chase: continues to chase her (from far behind).

8. Not prizing: Disregarding.   discontent: grief; complaining.

11. catch thy hope: i.e., achieve your goal.

13. will I pray that thou mayst have thy 'Will': This sonnet, 135 and 136 involve elaborate punning on the multiple meanings of Will: wishes, carnal desire, temper, passion, in addition to the poet's name and perhaps another person named Will.

14. still: silence.