The centrality of Shakespeare's texts in adaptation studies has been underlined by the recent work of Linda Hutcheon, Julie Sanders and Michael Bristol, among others, and much has been made of the “cultural capital” of transposing Shakespeare's work in modern culture. However, little scholarly attention to date has been paid to musical settings/adaptations of the sonnets, despite their intrinsic properties of musicality. In this article I will consider how the sonnets have been set, and discuss what is at stake in the setting. Looking at early modern and modern adaptations, including those of Parry, Stravinsky, Britten, Dankworth and Rufus Wainwright, this study explores to what extent the set version of a Shakespeare sonnet, whether strophic (using the same music for successive stanzas) or through-composed (using regular metre and rhyme but different music for each stanza), can still be considered poetic in the conventional form, or whether it has to be assessed from the viewpoint of a different and fresh aesthetic, more from the perspective of adaptation praxis. I will also explore what constitutes this notion of musicality inherent in Shakespeare's sonnets, whether the combination of rhythm, rhyme, assonance, alliteration and imagery that is common to much poetry, or some idiosyncratic quality residing in the specific sonnets, that are selected for musical setting. To this end, intertextual and intermedial relationships between the sonnets and their musical progeny will be discussed from a range of perspectives. An important working hypothesis for me is the notion, based on observation and impression, that articulation, accentuation, phrasing and other aspects of prosody in the adaptation and consequently the sung delivery, significantly affect the interpretation and reception of the sonnet when transformed to the new medium.