The Shakespeare sonnet Sweet Rose, Fair Flower, taken from The Passionate Pilgrim, is an elegy of sorts, lamenting a love that never was, cut off by untimely death. In approaching, what I perceived to be, a poem of such an expressive yet simplistic nature, I chose to incorporate into the work a more traditional and conservative musical syntax. Within that syntax, motivic elements, specifically the four-note motive that opens the work, are varied and developed. Variation throughout, however, is uncomplicated as is the almost continual imitation between voices. The result, I hoped, would be a texture perceived as transparent, allowing the text to rise to the surface and, once there, become more easily distinguished.