When forty winters shall beseige thy brow,
And dig deep trenches in thy beauty's field,
Thy youth's proud livery, so gazed on now,
Will be a tatter'd weed, of small worth held:

Then being ask'd 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 theme of the necessity of procreation found in Sonnet 1 continues here. The poet's lover is clearly handsome, and much desired. But the poet stresses his beauty will not last, and that it is selfish and foolish for his friend not to prepare for the loss of his youth. The only way he can truly prepare is to have a son who can carry on his name and all his wonderful qualities, including his unsurpassed beauty. Much debate has surrounded the true identity of Shakespeare's young man, but many believe he was the Earl of Southampton, the poet's close friend and patron. It is also possible that the friend was Shakespeare's creation.
beseige (1): the beginning of a straightforward military metaphor (dig deep trenches, beauty's field, livery).
proud livery (3): the poet's depiction of his friend proudly wearing his own youthfulness as one would wear a uniform (livery).
tatter'd weed (4): tattered garment (the youth's livery in the above line).
lusty (6): passionate or vigorous.
all-eating shame (8): all-consuming shame.
thriftless (8): unprofitable.
Shall sum my count (11): Shall settle my accounts.
make my old excuse (11): justify my old age.

Paraphrase of Sonnet 2

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