A friend and contemporary of John Dowland once described the composer as "a cheerful person...passing his days in lawful merriment." At the same time, however, the friend was forced to admit that Dowland had "slipt many opportunities in advancing his fortunes." Somehow Dowland, despite having studied music since his youth and having earned music degrees from Oxford and perhaps Cambridge, as well, had been unable to obtain a musical post at the English court. His wife had to sell the music for the Second Booke of Songs to publisher Thomas Eastwood, as Dowland was still working across the Channel in Denmark. His music was well-known and loved in Elizabethan England; his First Booke was already in its second of five printings, and his musical creation—the English lute song—was already attracting emulators. Yet somehow courtly favor remained elusive to him. With such a life, a poetic text including "Favor is not won with words, Nor the wish of a thought" must have personally appealed to him.

Instead, it is the first stanza of the poem "Shall I sue, shall I seek for grace?" that inspired the composer to craft such an elegant melody as is found in this song. The courtly text of the poem is actually rather conventional, contrasting the unattainable and heavenly heights within which the virtuous Beloved resides to the Lover's base and hopeless state. Dowland's music is conventional, as well, though it has a subtlety that defies convention rather than merely following it. Dowland's opening phrase mirrors the terse questions of the text by a tight, motivic web of falling thirds. "Shall I strive to a heavenly joy" contrasts a stepwise rising melodic crest, which instantly falls again on "With an earthly love." The second phrase concludes with a similar (even higher) melodic crest, soaring upwards on "ascend the clouds" only to fall back in a melodic rhyme of the first phrase. The balanced phrasing subsumes within itself in even these most overt gestures of text-painting. Throughout, the rhythms dance in alternation between triple meter and compound 6/8, evoking Dowland's favorite dance form, the Galliard.

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