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It has long been recognized that Mercury’s first appearance to Aeneas in Aeneid 4 is modeled on Hermes’ visit to Calypso in Odyssey 5. But that Mercury confronts Aeneas, not Dido, is a significant difference (see, e.g., Knauer 1979, 209, 214). It is characteristic of Vergil to draw on multiple models simultaneously, and thus scenes in Homer where a deity admonishes a hero would supply further natural models for Vergil here. Noting that Vergil uses Telemachus extensively as a model for Aeneas elsewhere, especially in Aeneid 8, Muse (2004) points to several thematic and structural parallels between Vergil’s narrative of Aeneas’ stay in Carthage and Homer’s Telemachy, demonstrating that Mercury’s first admonishment of Aeneas recalls Athena’s advice to Telemachus at the opening of Odyssey 15 that he should return immediately to Ithaca (15.1-42). Muse notes further that that Mercury’s words qua spe teris otia terris (4.271) are an homage to the etymological wordplay in Athena’s punning address to Telemachus, Τηλέμαχ’, οὐκέτι καλὸν δόμων ἅπο τῆλ’ ἀλάλησαι (15.10), and that in each case the wordplay highlights the dislocation of the hero and the fact that he is wasting time (see also now Katz 2008, 114 n. 3). This paper will argue that Vergil has taken inspiration from this same speech of warning to Telemachus in composing Mercury’s second exhortation to Aeneas, delivered in a dream as the Trojan hero sleeps on the deck of his ship (Aen. 4.554-70). Both Athena and Mercury employ gnomic statements about the changeableness of women to add urgency to their calls to action. Athena warns Telemachus about the danger that Penelope will marry Eurymachus, summarizing the threat this poses for Telemachus in a memorable gnome (Od. 15.20-3) about the nature of the shifting thumos of women, who forget their previous children and husbands when they remarry. Mercury likewise adds urgency to his warning by concluding with a sententia about the mutability of the passions of women (4.569-70): varium et mutabile semper/ femina. That Dido, under divine influence (Aen. 1.719-22), has shifted her allegiance from the dead Sychaeus to Aeneas makes recollection of Athena’s warning to Telemachus about the changeable affections of women particularly ironic. This allusion supports not only Muse’s arguments regarding Mercury’s first speech to Aeneas, but also earlier proposals that Vergil has intentionally incorporated parallels with Penelope in his portrayal of Dido and her predicament (see, e.g., Kopff 1977, Polk 1996, pace Schmitz 2008).