1-2. painting: —In Shakespeare's time "paint" and "painting" were the words used for cosmetics and the application of cosmetics.

2.   fair: beauty.   set: applied.

4.   barren: meager; unproductive.   tender: offering.   debt: i.e., payment of an amount due.

5. slept in your report: i.e., written no poem about you.

6. That: Because.

7. modern: i.e., currently fashionable.

14. both your poets: i.e., the poet speaking in this poem and the rival poet who, presumably, writes poems which apply painting to the natural beauty of the fair youth.