“her breasts are dun”
'Dun' means a dull grayish-brown — the color of undyed wool or rough homespun cloth, the opposite of the conventional snowwhite of the Petrarchan blazon. The point is not cruelty but honesty: the poet refuses the false comparison and describes an actual skin tone.
“roses damask'd, red and white”
'Damask'd' means mingled red and white in the pattern of damask — both the rich woven silk fabric with a two-tone self-pattern, and the damask rose, a pink-to-red cultivated rose valued for its scent and its red-and-white blossoming. In the blazon convention, a woman's cheeks were 'damask roses' — mixed red and white. The poet has seen those roses but sees none in his mistress's cheeks.
“breath that from my mistress reeks”
In Elizabethan English 'reeks' meant 'gives off a strong vapour or smell' without necessarily implying an unpleasant odor — the same root as smoke rising from a fire. Modern English narrowed the word to mean 'stinks badly.' Shakespeare's choice is deliberate: he picks the coarser, plainer word where a conventional sonneteer would write 'breathes' or 'exhales,' but the line does not flatly say her breath smells bad — it denies that it has the delight of perfume.
- TLN 1816rhetorical device
“I never saw a goddess go,— / My mistress, when she walks, treads on the ground”
'Go' here means 'walk' or 'move.' The joke is aimed at the Petrarchan convention that an idealized beloved moves with supernatural grace — she does not walk like a mortal but seems to glide or float above the ground. The poet grants he has never personally seen a goddess walk, then observes that his mistress, by contrast, demonstrably does touch the ground. The 'concession' is the anti-blazon's wittiest move: he cannot disprove what he has never seen, but he can report what he has.
- TLN 1818rhetorical device
“my love as rare, / As any she belied with false compare”
This is the volta — the turn that reverses the whole poem's apparent direction. 'Belied' means both 'lied about' and 'misrepresented'; 'false compare' means inaccurate comparisons. The couplet argues that the women praised in conventional sonnets were also not actually like suns, coral, snow, and roses — their poets were simply lying. His mistress, honestly perceived, is as rare and worth loving as any woman falsely flattered into an impossible ideal. The anti-blazon turns out to be a love poem.
historical The sonnet formhistorical The blazon (and the anti-blazon)