Shakespeare’s Sonnet 129 is considered in two analytical contexts. The main context is as a case study in abstract cognition as studied by David Hays and his students. In that model a three level cognitive system (systemic, episodic and gnomonic) is linked to the world through a sensorimotor system (thus making the model one of embodied cognition). As an example, the concept of lying (“…lust/ Is perjur’d…”) is constructed within a network that represents the relationship between an utterance and some state of affairs in the world (figures 4 and 5). The essay then introduces another context, that of a cognitive system embedded in a brain whose activity is realized though complex electrochemical processes. The situation depicted in the poem is then described as that arising in a neurally embodied cognitive network where one set of cognitive capacities is active in anticipation (one neurochemical state) and pursuit of sexual satisfaction while a different, and incompatible, set of capacities (a different neural state) is active after satisfaction has faded into the past. The poem itself is a contemplative record of that maddening cyclic action.