Title page of 1608 edition of Shakespeare’s Sonnets

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 tottered 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.
(Sonnet 2, 1609 Quarto)

About the early history of the sonnets, we know almost nothing. The first reference comes in 1598, when Shakespeare already had a reputation on the stage—the plays behind him included A Midsummer Night’s Dream, Romeo and Juliet, Richard II, Richard III, and The Merchant of Venice. That year Francis Meres praised him in Palladis Tamia as the “most excellent” English playwright, like Plautus and Seneca a master of comedy and tragedy. Shakespeare had first come to attention as author of a popular pillow-book, Venus and Adonis (1593), and what he called a “graver labor,” The Rape of Lucrece (1594). Meres remarked that the “sweet witty soul of Ovid lives in mellifluous and honey-tongued Shakespeare, witness his Venus and Adonis, his Lucrece, his sugared Sonnets among his private friends.” The sugared sonnets were eventually published in quarto as Shake-speares Sonnets (1609).

Who those private friends were and what they possessed has excited speculation ever since. If not an outright liar, Meres was close enough to that circle to have heard of these private verses. Perhaps he had seen a few—“sugared” sounds like firsthand acquaintance, not gossip. In the surviving manuscripts of the next century, there are almost 250 copies of Sidney’s poems, over seven hundred of Jonson’s, and more than four thousand of Donne’s. Of Shakespeare’s there are only twenty-six, almost all dating to the 1630s or later, none probably earlier than 1620. Either Shakespeare’s private circle was very small, or its members guarded the sonnets closely. The poems were probably untitled and for the most part unpunctuated, like his contribution to The Book of Sir Thomas More.

We know from various passages in the plays that Shakespeare must have revised his work. Such changes give us a glimpse of Shakespeare in the workshop.

In 1599, possibly late the year before, two sonnets appeared in The Passionate Pilgrime. By W. Shakespeare. Of the score of poems included in this slight octavo volume, probably only five were Shakespeare’s—three from Love’s Labour’s Lost and two of the Dark Lady sonnets, 138 and 144. Differences between these and the versions published in the Quarto (Q) imply that Shakespeare later revised the poems. Katherine Duncan-Jones and Colin Burrow have pointed out that revision and rearrangement of sonnet sequences—for instance, by Samuel Daniel and Michael Drayton—were not unusual. Though a good number of Shakespeare’s surviving manuscript sonnets derive from printed versions, those for sonnet 2 contain striking variants. Of the thirteen manuscripts, twelve appear closely related.

Heminge and Condell, in their preface to Shakespeare’s First Folio, claimed that “we have scarce received from him a blot in his papers.” Ben Jonson replied in Discoveries, “Would he had blotted a thousand.” We know from various passages in the plays that Shakespeare must have revised his work, and his additions to Sir Thomas More, however fluent, have blots enough. Such changes give us a glimpse of Shakespeare in the workshop. Do the dozen manuscripts preserve sonnet 2 in an early form? Since Gary Taylor’s closely argued article, published in the Bulletin of the John Rylands Library in 1985, reactions among editors of the sonnets have been mixed: Duncan-Jones against; John Kerrigan and G. Blakemore Evans in favor; Burrow, though skeptical, not prepared to dismiss the idea.

It’s impossible to tell beyond doubt whether the manuscripts preserve the rewriting of cloth-eared copyists or an older version of lines Shakespeare later revisited. The conservative meter and echoes from plays of the 1590s tell us the sonnets were started early in his career; but, however sophisticated modern stylometric analysis, which suggests that many were written or revised in the following decade, how much he touched them up, if at all, is a question almost beyond answer. Sonnet 2 may be the rare case where something hidden is revealed. I have nothing to add to the historical arguments, but I wish to compare the two versions poetically, judging the gains and losses.

When forty winters shall besiege thy brow
And trench deep furrows in that lovely field,
Thy youth’s fair livery, so accounted now,
shall be like rotten weeds of no worth held.
Then being asked where all thy beauty lies,
Where all the luster of thy youthful days,
To say, “Within these hollow sunken eyes,”
Were an all-eaten truth, and worthless praise.
o how much better were thy beauty’s use
If thou couldst say, “This pretty child of mine
saves my account and makes my old excuse,”
making his beauty by succession thine.
This were to be new born when thou art old
And see thy blood warm when thou feel’st it cold.
(Westminster Abbey, MS.41, f. 49)


I have used Taylor’s transcription of what is apparently the best copy, dropping only his title, “Spes Altera,” which comes from another group of manuscripts. I have modernized the manuscript text (hereafter, W) and marked in bold the differences between this and Q. Quotations elsewhere have also been modernized.

The argument of sonnet 2 in Q goes something like this: “At forty your fair skin will be wrinkled, your once fine clothes ragged. If someone asks where all that beauty went, you’ll answer that there’s a little left in your eyes—but you’ll feel ashamed. Use your beauty, have a boy, be able to say he’s got your good looks. Then you’ll feel young again.”

The sonnet starts with a long prospect of the future, the destruction of beauty over forty winters, a phrase more dirgelike than a hopeful “forty springs.” Duncan-Jones objects that the manuscript’s “trench deep furrows” (instead of “dig deep trenches”) “substitutes a clod-hopping metaphor of ploughing furrows in a field” for an image of siege war and “introduces associations with seed-sowing and eventual harvest which are wholly inappropriate.” Perhaps it’s not so simple. Though furrows derive from the art of farming, not the art of war, “trench” is a violent verb: in its earliest uses, “to cut; to divide by cutting, slice, cut in pieces,” as the OED has it. You can see it doing military service for Caxton in 1485—“[He] gave him a stroke upon his helm so sharply that he trenched more than 95 mails” (that is, rings of mail).

Trenching, in its oldest meaning, required sword or blade. Shakespeare used a boar’s tusk for the task (“The wide wound, that the boar had trenched/ In his soft flank,” Venus and Adonis), but employed it of love in The Two Gentlemen of Verona: “This weak impress of Love is as a figure/ Trenched in ice” (a drawing scratched or cut into ice, not figure skating). Despite its domestication early in the sixteenth century for digging up ground, the verb remained slightly brutish: “The place . . . so broken digged or trenched” (1541). “Trench” was a military noun from the first, but its uses for war lie uneasily against uses in peace. The swords were also ploughshares.

By Shakespeare’s day, “trenches” could be merely a synonym for “furrows” (“Thy garden plot lately, well trenched and mucked” [OED], 1573), so “dig deep trenches” was little more than “trench deep furrows”—little more, except that Q conjures up age’s long siege against the face, while the manuscript looks across beauty’s furrowed fields. (We still speak of someone “furrowing” his brow.) If the line alluded to old ridge-and-furrow ploughing, furrows would have been much deeper than on modern farms. Shakespeare saw that loss of beauty wasn’t just farm husbandry; it was a war only age could win.

Why alter one phrase for the other? By the middle of the fifteenth century, a trench was a “long, narrow ditch dug by troops to provide a place of shelter from enemy fire and observation.” Trenches would have caused more damage to beauty, retaining associations with wounding or scarring. The trenches in Q reinforce the metaphor of war, but “besiege” doesn’t have to overwhelm the poem with violence—it was already modulating toward more ironic or comic uses: in Foole upon Foole (1600), by Robert Armin (Shakespeare’s fool after Will Kempe), a man “snatched the hawk, and having wrung off her neck begins to besiege that good morsel.”

The manuscript cannot easily be dismissed as incompetent rewriting.

War’s trenches savagely mimic ploughed fields. Still, the manuscript version cruelly undermines the very purpose of farming—sowing and harvest. The furrows are prepared year by year, but never seeded. The implications of “seed” (child, semen), a word implied though never invoked, go back centuries earlier. Duncan-Jones prefers a field scarred by military trenches; the first thoughts of the manuscript have the field cut by furrows that never bear a crop, insulting in its mockery of husbandry (a buried pun is not impossible—note the appearance of “husbandry” in sonnets 3 and 13). The deeper sense is that the furrows of age are destructive only if we do not seed a new generation, our ruined brows reborn as their smooth, unmarked ones.

It’s tempting to dismiss the manuscript’s “lovely field” as unimaginative, though for Shakespeare “lovely” wasn’t a watered-down synonym for “beautiful” or “attractive,” but a word that could rise to something more robust: “Lovable; deserving of love or admiration.” If the Quarto version is an improvement, the advantage lies partly in the shift to “thy beauty’s field,” the Fair Youth becoming landowner of beauty, a characterization more dramatic than just calling the brow lovely. The manuscript, however, cannot easily be dismissed as incompetent rewriting. Those trenched furrows are more vivid.

To a modern ear, “fair livery” seems pallid compared to Q’s “proud livery”; but our ears need a slight adjustment to hear what the Elizabethans heard. Modern usage has been denatured. In Old English, “fair” meant beautiful or pleasing to the eye, a sense retained in phrases like “fair weather.” Meanings exclusive to women (“fair sex,” for instance) come only in the fifteenth century. The sense of beautiful language or speech (“polished, elegant; eloquent”) is very early, again Old English, and gave rise to the distinction between fair copy and foul papers. The main modern definition, “free from bias, fraud, or injustice” or “honest, just; reasonable,” was applied to conduct in the late fourteenth century and to people only in Shakespeare’s day; but we’re mistaken to let uses dominant now overwhelm the earlier meanings embedded in “fair livery.” “From fairest creatures we desire increase,” Shakespeare wrote in sonnet 1, and it might not have been accidental that “fair” was still in mind. That the sonnets in Q were arranged in the order composed is unlikely, but poems intimately tied may have been written about the same time.

The phrase, then, is not mere filler, not merely equivalent to “nice clothes,” though it doesn’t have the striking reach and implication of Q’s “proud livery.” There the transferred epithet creates a tiny vignette of a youth proud of his clothes (or the clothes are the source of pride—“Of public honor and proud titles boast,” sonnet 25). No one is threatening to disinherit the boy, but his failure to continue the blood line is itself a disinheritance. The appeal is to his vanity—when his beauty is as ruined as his old clothes, he’ll have nothing to show for it if he doesn’t have a child. The livery stands metaphorically for the young man’s outer figure. What is beauty but skin deep?

The dense layering of ideas is not entirely absent from “fair livery,” especially when drawn near “accounted.” A man’s clothing was listed in any inventory, especially one made after death. (“Account” meant “audit” from the early sixteenth century—note “What acceptable audit canst thou leave?” [sonnet 4]). You might say, if the revision was Shakespeare’s, that in the draft he courted the eye in “fair,” in revision shifting the gaze to “gazed on.” “Thy youth’s fair livery so accounted now” would imply, not just reckoned (“told,” in the bank teller’s sense), but explained or justified—“so accounted now” might mean clothes often remarked on, judged beautiful, subject of tales told by telltales; but it looks toward the reckoning age shall make. Through the metaphor of keeping books, “so accounted now” prepares “of no worth held”—its reversal in the following line—while in Q “so gazed on now” and “of small worth held” have smaller claim on each other. When he softened the accounting, Shakespeare was almost required to give more weight to the livery.

A “tottered” reed (Q) is tattered or tottering. Weeds were of course clothing, a usage that survives only in “widow’s weeds” (survivals are often found in hardened phrases). The use of “rotten” (W) begins in decomposition—beneath the idea of rotten clothing lies rotten flesh (“The sweet war-man is dead and rotten,” Love’s Labour’s Lost). The poet associated the idea often enough, using “dead and rotten” three times, “rotten death” once. Death is always at the edges of the sonnet but never grasped. The “hollow sunken” eyes, the truth “all-eaten”—these are marks of corpses as well as old age.

The idea of rotten haberdashery was not new (silk is particularly prone to dry rot). A sermon of 1388, possibly by Wycliffe, argues that “more clothes be rotten with the rich than with the poor.” The idea reeks of decay. A weed whether tottered or tattered, rather than rotten, might seem merely to trade like for like—but perhaps in revision Shakespeare was determined not to let death so haunt the sonnet. “Forty winters” keeps the luxury of hope—if the youth died young, his only memorial would be his child.

Shakespeare exploited here the ambiguity of “weed.” Some flowers in gardens are weeds in the wild; or, put another way, a weed is only an unappreciated flower. Q’s “tottered” is usually corrected to “tattered.” Tattered clothing is familiar, but to allow the alternate spelling brings the senses into tension. (Just because the clothes are ragged doesn’t mean the youth’s still wearing them.) Kerrigan has the mixed richness right: the submerged sense of an unwanted plant is “drawn out by beauty’s field (with its echo of beauty’s rose in Sonnet 1, as though that flower became, after forty winters, an aged and torn hedgerow pest).” The original spelling “implies not just ragged disorder but the slumped unsteadiness of a plant past its prime.” That would be a flower perhaps rotting on the stalk. There is also, from the original sense of “totter” as swinging to and fro, a specific use in the sixteenth and early seventeenth centuries—to be hung on the gallows. The spectral idea drifts back toward the underlying presence of death. We have here, not Shakespeare correcting, but Shakespeare rethinking. The early version is coarser and dramatic, the later subtler; but it has lost little and gained more in translation.

The second quatrain is a mean bit of wit. When the youth, now grown old, is asked where his beauty lies, because he’s childless he can say only, “In my deep-sunken eyes” (Q). Kerrigan is surely right that “all the treasure of thy lusty days” quietly invokes the parable in Matthew 25, where a lord who must travel “into a far country” entrusts his wealth to his three servants, wealth in the form of talents (each about one hundred and thirty pounds of gold). The senior servants both invest the money and double it; but the lowliest, given a single talent, buries it in the earth to keep it safe. He is cast “into outer darkness” on the lord’s return. The Fair Youth, if he has no children, will eventually bury his beauty in the grave. The “deep sunken eyes” also seem buried—in the face.

“Thy beauty’s use” must cast the pearls of beauty before the next generation (some early notion of genetics did not escape the Elizabethans). The very idea of “treasure” is something stored up—hence, “treasure hunting” and “treasure trove.” Duncan-Jones sees “treasure” and thinks “semen,” but her ear is too keenly tuned to sexual innuendo. She has gotten the idea from Eric Partridge’s Shakespeare’s Bawdy, but Partridge is not entirely trustworthy. His example, from Othello (Of straying wives: “Say that they . . . pour our treasures into foreign laps”), is unconvincing.

The manuscript variant, “all the luster of thy youthful days,” seems to have influenced Shakespeare’s choice of Q’s “lusty,” containing much the revision does not—“luster,” as the OED has it, means “shining by reflected light; sheen, refulgence; gloss.” The early uses seem associated with the radiance of gems (which might have suggested “treasure” in revision), thence eyes—in the plays, the word compliments lips or eyes. Taylor notes that, when Gloucester is blinded in Lear, Cornwall asks, “Where is thy luster now?” Perhaps the use in the manuscript suggests that the quality could refer to young skin, moist with newness, while the aged are lucky still to have luster in the faint glisten of their eyes.

The example is typical of Shakespeare’s impaction, meanings not collaborating so much as crushed together, lain down leaf by leaf like coal. Again, the earlier version of the line seems more vivid. “Treasure” is vaguer, though tied to deeper meanings in the new-made sonnet—the use of one’s inheritance, beauty now bound more firmly to things (talents, say) that must be accounted for, not just in the sense of tales told but of sums brought to judgment. One generation’s treasure must be tallied before it can be inherited by the next—and one way of accounting is to admit such things exist to be passed on. Beauty would be a kind of treasure.

In this fantasy of interrogation, the manuscript allows the youth to speak directly twice, the Quarto only once, the first exchange reported as indirect discourse. The shift is not large, the loss of immediacy considerable compared to the manuscript, where the exchange has been jotted down like testimony in a legal deposition. The force of argument here is telling—the friend has turned inquisitor, or dramatized the inquisition the youth must one day undergo.

Probably the words in manuscript should be read not as a compound, “hollow-sunken,” but as coordinate adjectives, “hollow, sunken eyes.” “Sunken” suggests depth, the way the eyes of the elderly recede into the skull, but “hollow” draws in emptiness, blankness—perhaps not actual blindness, since that would be too ruefully comic. (The idea that eyes grow hollow with age was a commonplace.) It’s no doubt accidental that “hollow” follows “luster” so neatly; but, had Shakespeare known the word’s old meaning as “cave,” “hollow” might have suggested itself, at least subconsciously. “Hollow” is resonant and terrifying, with death at the edges, “deep” merely descriptive—the revision has lost some of the bitter edge of the manuscript.

It’s possible that “sunken” suggested “treasure” in Q, a reference to well-known tales of sunken galleons. Shakespeare wrote in Henry V, “As rich . . ./ As is the ooze and bottom of the sea/ With sunken wrack and sumless treasury,” and, in Lucrece, “Who fears sinking where such treasure lies?,” so he had the association in mind, as least when he revised the sonnet. Perhaps he was guilty of a little self-plagiarism.

An “all-eaten truth” (W) is presumably a truth devoured, eaten up like wool by moth larvae, truth once beautiful, now just a rag (perhaps carrying forward the metaphor of rotten clothes)—that, or merely a truth all must eat eventually, however galling. The line renews the “glutton” image in sonnet 1. Everyone loses his beauty, and for the youth in age to say there’s still a bit of the old luster in his eyes is “worthless” (the undercurrent of money and accounts surfaces again)—that is, unprofitable, of no value. The shift from manuscript to Q—let me continue to call these changes revisions, for ease—is often subtle even when radical. Truth is judged by manners or mores outside oneself, but shame something felt within. Instead of suggesting that the Fair Youth will come to know a truth all must know, a truth worse for wear, Q holds out the unlovely portrait of the youth in age, ashamed at not having taken advantage of early gifts. As a bit of psychology it’s masterful, if we take the sonnet as having real motive.

“Worthless praise” (W) is clear enough—Shakespeare had already used the phrase in Titus Andronicus. Those who think this not an early version are forced to believe that some reader of the sonnets who possessed a nearly eidetic memory for the plays decided to improve sonnet 2 by translating “thriftless praise” into something more comprehensible. The manuscript line is not deaf, however, to other uses of “worthless”—“destitute of moral character, contemptible” (when used of people) and “unworthy.” These trouble the simple meaning, especially when linked so firmly to the metaphorical strain of money, gemlike things, accounts. It’s not a great distance from calling someone “of no account” (as John Gower had) to calling praise worthless, when the person bestowing it on himself is bankrupt of sensibility. Perhaps Shakespeare didn’t calculate what happens when you bring the subject of sex close to that of payment—or perhaps he did.

Q’s “Thriftless praise” would be praise, as the OED has it, “not thriving or prosperous; unsuccessful; unfortunate”; maybe better, “unprofitable, worthless, useless” (there are “thriftless sighs” in Twelfth Night) or “wasteful, improvident, spendthrift.” Already in Richard II Shakespeare had compounded ideas of shame and money related to fathers and sons (“He shall spend mine honor with his shame/ As thriftless sons their scraping fathers’ gold”). The unworthy son in the play becomes the unworthy son in the sonnet, since failure to pass on your own beauty is a slap against your parents. “Thriftless” in various forms drifts through these opening sonnets—“unthrifty loveliness” (sonnet 4), “an unthrift” (9), “none but unthrifts” (13). They secure the sense of selfish prodigality.

“Shame” in Q shifts the line from a sad acknowledgment of truth to disgrace. This sort of deepening is typical of Shakespeare’s second thoughts. As in the parable of the talents, the Fair Youth is concealing that vanishing beauty in his own aging flesh, eventually to be buried in wrinkles—beauty’s furrowed fields (“wrinkles” are picked up again in sonnet 3)—rather than let the bounty renew itself and blossom once more. “To sow wild oats,” already a well-known phrase in the 1570s (“That willful and unruly age, which . . . [as we say] hath not sowed all their wild Oats”), seems early to have suggested sexual profligacy. That would be cold comfort to anyone wanting the Fair Youth to marry, but it testifies to the nearness of bearing crops and bearing children. Wild oats are anyone’s crop—only marriage lets you claim the harvest. The Earl of Pembroke, one of the main candidates for the Fair Youth, knew this when he refused to marry the pregnant Mary Fitton, one of Queen Elizabeth’s maids of honor.

On his return from the far country, the lord in Matthew “reckoneth” with his servants, scolding the one who hid the single talent—“Thou oughtest therefore to have put my money to the exchangers, and then at my coming I should have received mine own with usury.” If you don’t use beauty—as you’d use money, employing it to make more—you won’t increase it and deserve no praise. “Beauty’s use” (W,Q) must be beauty’s usury (both derive from the Latin usus), because beauty has only declining value. The Fair Youth is called a “profitless usurer” in sonnet 4; but in sonnet 6 the poet argues, “That use is not forbidden usury,” that is, using beauty to make beauty. Sex also lurks there—“use” was synonymous with copulation (OED).

The manuscript’s worthless praise prepares this notion more keenly—the other meaning of thriftless, i.e., want of thrift, which sits ill at ease with Matthew 25, implies overspending rather than failure of investment. “Cast ye the unprofitable servant into outer darkness,” says the lord. We use “talent” now for a gift from the Lord, which we must use, lest we make Him angry—Shakespeare has not dragged theology into the waste of beauty; but the idea lies beneath the surface, simply assumed, as duty to God often was.

The difference in intensity, the falling away of emotion into rhetoric, seems more likely the product of revision when passions have cooled.

“O how much better were” (W) has the directness of a first draft; but Q is an improvement, repeating “praise” emphatically from the previous line. In tone this is reasoned, but either line would allow an unreasoned or frustrated reading like “Isn’t it blindingly obvious that . . . ?” At this point the speaker has exhausted all his forceful rhetoric—the likeness of the Fair Youth ravaged by age, almost begging him to compare his older friends to portraits or miniatures made in youth; the shame of being asked why he’s now so ugly, when he must answer pathetically that what little beauty remains lies in his eyes. Surely no one would be so impolite—Shakespeare is only suggesting what people will be thinking. This might be a moment when the speaker has had enough. What youth ever listened to rational argument? The turn of the sonnet offers the way out, but the speaker could be

This article originally appeared in The New Criterion, Volume 34 Number 8, on page 13
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