A LTHOUGH NOT A GREAT POEM, VENUS AND ADONIS is still fully and repays examination as a pivotal work in its author's technical as well as intellectual development. It is from this double perspective that I want to read the poem. My argument is thus composed of two different elements, though they are not rigorously separated: the two aspects, form and content, are so closely linked that I shall view the poem as if it were the consequence of decisions which are basically formal and generic. The paper offers, first, a reading of the poem which emphasizes the conceptual maturity of Shakespeare's new understanding of love. His impetus for examining the subject came, I think, from the decision to write an Elizabethan Ovidian poemi.e., to write a love poem that would be a poem about love, and that, like Marlowe's Hero and Leander, would take the dark underside, the witty salaciousness, and the possibility of pain (all available in Ovid, in one place or another) as simultaneously necessary to a description of love. Intellectually, the new interest in the emotional complexity of love is itself significant for Shakespeare's later work. But the complexity of understanding, combined as it is with the formal narrowness of the Ovidian tale, also calls for new technical resources to realize it. The most interesting and seminal of these is the handling of tonal shifts, an important factor for the first time in Shakespeare's work. A discussion of shifts in tone, perspective, and sympathy forms the second, technical, part of my argument. Both parts are necessary to understanding how Venus and Adonis is pivotal in Shakespeare's development, for, in both content and form, Venus and Adonis is a Shakespearean poem in ways that have not before been appreciated. In attempting to show this, my desire is not to redefine our notion of what is Shakespearean, but rather to place a seemingly marginal or curious specimen of his work in fruitful relation to the canon. Venus and Adonis, written in 1592-93, seems to present an especially interesting moment in Shakespeare's development. The period of retirement forced by the closing of the theatres created a hiatus between the plays of his comic apprenticeship (probably The Comedy of Errors, The Two Gentlemen of Verona, and The Taming of the Shrew) and the plays that are the artistic culmination of the early period (Love's Labor's Lost, A Midsummer Night's Dream, and Romeo and Juliet).1 If we accept this chronology, Venus and Adonis be-