Sonnet 2 does not argue with the young man — it shows him his future, and waits.
Sonnet 2 (Full Poem)
When forty winters shall besiege thy brow, And dig deep trenches in thy beauty’s field, Thy youth’s proud livery, so gazed on now, Will be a tattered weed, of small worth held.
Then being asked where all thy beauty lies, Where all the treasure of thy lusty days, To say within thine own deep-sunken eyes Were an all-eating shame, and thriftless praise.
How much more praise deserved thy beauty’s use, If thou couldst answer, “This fair child of mine Shall sum my count, and make my old excuse,” Proving his beauty by succession thine!
This were to be new made when thou art old, And see thy blood warm when thou feel’st it cold.
At a Glance
Here are the key facts about Sonnet 2 for quick reference.
Sonnet 2 of 154
The future cost of self-hoarding; aging imagined as military siege
Dramatic projection; military and financial metaphor
Grave, vivid, tender at the close
Why It Still Matters
Where Sonnet 1 makes an argument, Sonnet 2 stages a scene. Shakespeare does not tell the youth that he will age and regret it; he places him in a specific imagined moment — old, asked to account for his beauty, with nothing to show — and forces him to feel the shame of that answer before it arrives. It is a more sophisticated rhetorical move than anything in the first sonnet, and a more human one.
The poem also contains one of the sequence’s most quietly devastating lines: “To say within thine own deep-sunken eyes / Were an all-eating shame.” The eyes that once drew admiration have sunk into their sockets, and the only beauty left in them is the memory of beauty. That image of the deep-sunken eye — specific, physical, unsparing — is what makes this poem stay with a reader.
Key Themes
Sonnet 2 develops several of the ideas introduced in Sonnet 1, but with greater psychological pressure and visual specificity.
Time as Siege. The military metaphor that opens the poem is not merely decorative. A siege is a slow, methodical, inevitable assault — the besieging army does not need to storm the walls; it simply waits. Shakespeare’s choice of this particular metaphor for aging says something precise: time does not attack beauty suddenly. It surrounds it, cuts off its supply lines, and starves it into surrender. Forty winters is the duration of the siege, and the trenches — wrinkles — are the evidence that the walls have begun to give.
The Accounting of a Life. The second quatrain introduces financial language that will run through many of the procreation sonnets: “treasure,” “thriftless,” “sum my count.” Beauty is a resource, and a life is an account that must be settled. To reach old age with nothing to show for the beauty one possessed is not merely sad — it is thriftless, a failure of stewardship. The youth has been given something valuable and has spent it on himself, which in Shakespeare’s moral arithmetic is the same as wasting it.
Shame as Motivation. The poem’s central rhetorical move is shame — specifically, the shame of being unable to answer a simple question. “Where all the treasure of thy lusty days?” is the question an old man will be asked, and the only honest answer, if he has no child, is to gesture at his own diminished face. Shakespeare makes this moment vivid and uncomfortable because he wants the youth to feel it now, while there is still time to avoid it.
Renewal Through the Child. The couplet offers the counter-image: warm blood seen in a child when one’s own blood runs cold. This is the most emotionally direct statement in either of the first two sonnets — not an argument about duty or beauty’s obligations, but a simple human truth about what it feels like to see oneself continued. The poem ends not in accusation but in something closer to tenderness, which makes the offer more persuasive than any threat could be.
Key Literary Devices
Several of the poem’s techniques are doing precise work and reward close attention.
Military Metaphor. “Besiege,” “dig deep trenches,” “beauty’s field” — the first quatrain maps the face onto a battlefield under siege. The metaphor accomplishes something that gentler language about aging cannot: it makes time an active, strategic enemy rather than a passive force. Beauty does not simply fade; it is attacked, systematically and without mercy. The trenches dug in the “beauty’s field” are simultaneously wrinkles in skin and earthworks in turf — the double image holds both meanings at once.
Dramatic Projection. The poem’s most powerful device is not a figure of speech but a structural choice: Shakespeare imagines the youth forty years into the future and places him in a specific scene. He is old. Someone asks him where his beauty went. He has no good answer. This is not an argument; it is a vision, and visions are harder to dismiss than arguments. The youth cannot refute what Shakespeare shows him, because it has not happened yet — but once seen, it cannot be unseen.
The Quoted Voice. Line 10 introduces something unusual: the youth’s own imagined speech. “This fair child of mine / Shall sum my count, and make my old excuse.” By putting words in the youth’s mouth — the words he could say, if only he had acted differently — Shakespeare makes the alternative feel real and available. The quote is not the youth’s voice; it is Shakespeare’s ventriloquism. But it gives the argument a warmth and specificity that third-person reasoning would lack.
Thermal Contrast. The couplet closes on a sensory opposition: warm blood and cold blood, the child’s vitality against the old man’s diminishment. This is one of the simplest and most effective contrasts in the procreation sequence. It bypasses argument entirely and goes directly to the body — to what it would feel like, in old age, to see one’s own warmth alive in another person.
Stanza by Stanza
Lines 1–4. The poem opens in the future tense, which is itself a rhetorical choice. Shakespeare does not say “you will age” in the abstract; he specifies: forty winters, deep trenches, a tattered weed. The precision is the point. “Forty winters” gives the youth a timeline — enough time to act, but not infinite time. “Proud livery” is the phrase for what he has now: the distinguished outward sign of youth, worn with justifiable pride. “Tattered weed” is what it becomes: ragged, unwanted, held at small worth. The contrast between the two states is the entire argument of the first quatrain, stated visually before it is stated morally.
Lines 5–8. The second quatrain narrows the focus to a single imagined moment: the aged youth being asked to account for his beauty. The question — “Where all the treasure of thy lusty days?” — is put in the mouth of an unnamed questioner, which gives it a social dimension. This is not a private reckoning; it is a public one. The answer the youth must give — “within thine own deep-sunken eyes” — is the poem’s most striking image. The eyes that once held radiance now hold only its memory, sunk deeper into a face that time has worked on for forty years. “All-eating shame” is a compound that earns its hyphen: the shame consumes everything, including the praise that was once directed at him. “Thriftless praise” closes the legal case — to praise beauty that produced nothing is praise wasted, spent without return.
Lines 9–12. The third quatrain turns from accusation to invitation. “How much more praise deserved thy beauty’s use” — Shakespeare opens with a comparative that implies the better path is still available. The imagined speech follows: “This fair child of mine / Shall sum my count, and make my old excuse.” The financial language here is precise — a child “sums the count,” balancing the ledger of a life. “My old excuse” is a phrase worth pausing over: the child is not just evidence of beauty continued but justification for the father’s own aging. He need not apologize for his wrinkles if his child wears the face he once had. “Proving his beauty by succession thine” — the child’s beauty proves the father’s former beauty, like a title deed establishing prior ownership.
Lines 13–14. The couplet abandons legal and financial language entirely and speaks in the plainest physical terms. “New made when thou art old” — the child is a second creation, a self remade. “See thy blood warm when thou feel’st it cold” — this is the payoff of the entire poem, delivered in fourteen syllables. The warmth is the child’s; the cold is the old man’s; and seeing the one while feeling the other is the closest thing to defying time that the poem has on offer. It is a quiet, human promise after twelve lines of pressure, and it lands with a gentleness that the rest of the sonnet has not prepared us for.
Analysis
Sonnet 2 is a more sophisticated poem than Sonnet 1 in at least one important respect: it understands that showing is more persuasive than telling. Sonnet 1 makes its case through argument — beauty has obligations, self-love is destructive, the world is owed something. All of that is true, and all of it is stated. Sonnet 2 steps back from direct argument and lets the future speak for itself.
The dramatic projection — the youth placed in the scene of his own failure — is the poem’s governing technique, and it works because it converts an abstract warning into a lived experience. The youth is asked to imagine himself old, asked to account for his beauty, with only his sunken eyes to point to. Shakespeare does not say this will be shameful; he says it is an “all-eating shame,” and the totality of that phrase does the moral work without requiring further elaboration.
What the poem does not do, and this is worth noting, is moralize in any simple sense. Shakespeare is not condemning vanity as a sin. He is pointing out a practical consequence: beauty that is not passed on disappears entirely, and the person who possessed it is left, in old age, with nothing but the memory of having had it. This is a secular argument, not a theological one. The shame it invokes is social and personal rather than divine.
The couplet complicates the poem’s tone in an interesting way. Twelve lines of pressure — the siege, the shame, the thriftless praise — end in something unexpectedly tender. “See thy blood warm when thou feel’st it cold” is not a threat or a moral judgment. It is an offer, and it is made gently. Shakespeare understands that the most persuasive close is not the one that drives hardest but the one that makes the alternative feel genuinely desirable. The warmth of the child against the cold of old age is an image of comfort, not condemnation — and it is that comfort, held out at the last moment, that gives the poem its emotional weight.
Sonnet 2 also establishes a pattern that will repeat across the procreation sequence: the movement from negative vision to positive alternative, from the image of beauty wasted to the image of beauty continued. Each sonnet approaches this movement from a different angle — military, legal, botanical, economic — but the structure is consistent. By the time the sequence reaches Sonnet 17, the youth will have been given seventeen variations on the same invitation. That Shakespeare needed seventeen suggests the youth was not easily persuaded. That the variations are all this good suggests Shakespeare was not easily discouraged.
Related Sonnets
Three sonnets speak directly to the concerns of Sonnet 2.
Sonnet 1: The immediate predecessor and the poem Sonnet 2 is designed to extend. Where Sonnet 1 makes the general case that beauty must be reproduced, Sonnet 2 imagines the specific future that follows from refusing. The two poems together form the sequence’s opening argument in full.
Sonnet 3: The next step in the procreation sequence, and the one that introduces the mirror as the central image. Where Sonnet 2 shows the youth his future face, Sonnet 3 asks him to look at his present one — and to see his mother’s beauty there, waiting to be passed on.
Sonnet 73: The great later meditation on aging, written without the procreation argument and without a solution. Where Sonnet 2 imagines old age from the outside — projected, argued against — Sonnet 73 inhabits it from within. Reading the two together shows how differently Shakespeare handled the same subject at different moments in the sequence.
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Editors of WShakespeare.com. (2025). Sonnet 2: When Forty Winters Shall Besiege Thy Brow. WShakespeare.com. Retrieved June 1, 2026, from https://www.wshakespeare.com/sonnets/sonnet-2-analysis/