Love poems of Donne's day usually flatter young skin and bright eyes. Donne begins by turning that habit upside down: "No spring nor summer Beauty hath such grace / As I have seen in one autumnall face." The rest of the poem is an ingenious attempt to prove that a woman past her youth is the better object of love. As often with Donne, though, the proof is more interesting than the conclusion, because the argument keeps drifting toward the grave.
The early couplets work by paradox. Young beauties "force our love, and that's a rape," whereas this face "doth but counsel, yet you cannot 'scape." Gentle persuasion turns out to be just as inescapable as force. Her youth was the Golden Age, but now she is "gold oft tried, and ever new," gold that has been tested in fire and passed. Heat gets the same treatment. Her young self was "torrid and inflaming," and the present is a "tolerable Tropique clime." That "tolerable" is a lukewarm word for a love poem, and it is also the first hint that the compliment has limits. Anyone who wants more heat, the speaker adds, "in a fever wishes pestilence."
The poem's boldest move is to treat the face as a landscape. Wrinkles are not graves, or if they are, "they were Love's graves." Love then becomes a hermit "Vowed to this trench, like an Anachorit," so the lines on her skin become both a battlefield ditch and a monk's cell. Donne also plays on the difference between digging and building. Love "doth not dig a grave, but build a tomb," and a tomb is something made to honour, not just to bury. The word "here" keeps returning ("here doth sit," "Here dwells he," "his standing house is here"), pinning love to this one spot like a tent peg.
Time is stalled in the same way. She lives where "still evening is; not noon, nor night," in a long dusk between heat and darkness. Youth is "under-wood," mere brushwood, while age is the timber that can actually be built with. The wine "in June" that "enrages blood" is a reminder that Donne's praise is never quite as calm as it claims to be.
Then the logic starts to wobble on purpose. The Xerxes passage admits that the king loved his plane tree because it was old, "Or else because, being young, nature did bless / Her youth with age's glory, Barrenness." The quality being admired is barrenness, which is a dark joke on the lady. The arithmetic is just as cheeky. If we prize what is hard to win, age costs "fifty years in compassing." If we prize what quickly fades, age "must be loveliest at the latest day." Value here depends on how near the ending is.
The turn comes with the "winter-faces," a deliberately ugly catalogue of skin like an "unthrift's purse," mouths that are "holes, rather worn out than made," and teeth scattered to "vex their souls at Resurrection." The speaker needs this foil, and his praise leans on disgust. He insists these are "not ancient, but antique," separating dignity from mere oldness, although the line between them is thin.
The ending is quietly chilling. "I hate extremes; yet I had rather stay / With tombs than cradles." Love's "natural lation," its natural movement, is downhill, and the speaker asks that his own love "journey down the hill" so that he will "ebb out with them, who homeward go." The images of a slope, a tide and a journey home turn the poem's flirtation into an acceptance of mortality.
Donne makes the poem matter by keeping us unsure of its tone. It can be read as a sincere tribute, a witty exercise in defending an unfashionable position, or a compliment with a sting. The couplets keep the voice brisk and conversational, with strong stops and sudden pivots such as "Yet lies not Love dead here, but here doth sit," and the argument never settles. That unease is the point. The poem finds love and death in the same face and refuses to separate them.