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2

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.

The poet challenges the young man to imagine two different futures, one in which he dies childless, the other in which he leaves behind a son. In the first, the young man will waste the uninvested treasure of his youthful beauty. In the other, though still himself subject to the ravages of time, his child's beauty will witness the father's wise investment of this treasure.

2. field: i.e., the brow (imaged as a battlefield, besieged by Time, which digs deep trenches)

3. proud: magnificent, splendid; livery: distinctive clothing, military uniform

4. weed: garment (with possible wordplay on a weed in a field)

6. lusty: strong, vigorous (with possible wordplay on lustful)

7. deep-sunken: i.e., aged (literally, hollow, fallen in)

8. all-eating shame: (1) shame at having consumed everything; (2) shame that consumes you entirely; thriftless praise: (1) praise for having lived wastefully; (2) worthless praise

9. use: the act of holding land or other property so as to derive revenue or profit from it (but also with the sense of "employment for sexual purposes")

11. sum my count: i.e., provide a statement of reckoning for what I've received and spent; make my old excuse: i.e., justify me in my old age

12. by succession thine: i.e., inherited from you by legal right

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