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As I will show in this talk, Phaedrus – a freedman of Augustus who wrote a collection of fables in Latin verse in the early first century CE – took advantage of the polyvalent nature of the fable genre to create a text that appeals to elite audiences while simultaneously containing a subtext that challenges elite discourse. Fables, as many scholars have noted, are an inherently ambiguous genre: they are open-ended stories that can interpreted in various ways, depending on their context. Because of this, fables can used as a form of double-speak, a way to say one (innocent) thing while meaning another (Scott 1990: 163). Phaedrus showcases this duality in his text, creating a text that speaks to the “high,” while containing a subtext intended for the “low.” In my talk, I will first demonstrate that this “dual register” is a function of Phaedrus’ text as a whole. In particular, I will address the moment in Phaedrus’ third prologue when he gives an etiology for the creation of the fable genre. Phaedrus states that fables were created as a way for slaves to express their feelings in a safe manner by giving them plausible deniability. Phaedrus, as I will show, writes a fable book that enacts this etiology – thus, the third prologue proves to be programmatic for Phaedrus’ entire work. On the one hand, he, like the hypothetical slave of the third prologue, addresses his fable book to an elite audience. This is shown by his actual addressees, who seem to be wealthy freedmen, and by Phaedrus’ expressed desire to have his work accepted into the canon of Roman authors, something that will only happen if elite readers preserve his work. At the same time, Phaedrus is explicit that his work contains hidden messages, and that he is using humor to mask them. This, again, aligns him with the slave of the third prologue, who addresses his social superiors while hiding subversive messages beneath the mask of humor. Having established that this dual perspective informs Phaedrus’ entire fable collection, I will next demonstrate how it works on the level of the individual fable. At this point, I will move to a close-reading of Fable 1.28, Phaedrus’ version of the famous fable of the fox and eagle. This fable, which also appears in Archilochus, is about an eagle and a fox who make a pact. The eagle breaks this pact by stealing the fox’s young, but is punished when his nest catches fire. In Phaedrus, this fable is purportedly a message aimed at elite readers, teaching them to beware of their subordinates (1.28.1-2: quamvis sublimes debent humiles metuere, / vindicta docili quia patet sollertiae.). Yet this fable, particularly when compared to the version that appears outside of Phaedrus, appeals to a humble audience as well. In Phaedrus, uniquely, the fox takes her own revenge and is able to get her young back, thanks to her sollertia. This is a revenge fantasy: the powerless takes successful vengeance against a social superior. Thus, even though the fable as a whole purports to be normative and aimed at elite readers, there is a subtext that appeals to the oppressed. This fable, then, serves as a powerful example of how Phaedrus’ dual perspective must inform the reading of individual fables. The reading I am proposing would represent a new interpretation of Phaedrus’ text. Traditionally, Phaedrus is seen as moralizing and normative: most scholars read him as pessimistic, teaching the oppressed that they must be resigned to their fate (among others: Henderson 2001; Holzberg 2001; Champlin 2005; duBois 2003; Rothwell 1995). However, if Phaedrus is read with the dual register in mind, then a new reading appears: Phaedrus may be normative on the surface, but there is a subtext that challenges and subverts this. Phaedrus, then, is preserving the “original” purpose of fables: speaking truth to power in a safe manner.