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Relevant Background | Summary | Themes | Tones 
Imagery | Sound Effects

What lips my lips have kissed
Edna St. Vincent Millay [1892–1950]

Relevant Background

  • Edna St. Vincent Millay was brought up in a small town in Maine in the USA
  • Her mother encouraged her to read, develop her musical talents, and follow her ambitions
  • Millay completed university and then moved to New York City and lived among fast-thinking people with new ideas
  • She wrote plays and acted
  • She was lively, sexually liberated, and independent
  • Her poetry was praised for its for its freshness and vitality
  • She is famous for her great ability at writing sonnets like the poem that follows.


‘What lips my lips have kissed’ is a sonnet.
A sonnet is a rhyming fourteen-line poem.
This sonnet can be divided into two different parts.
The first part, of eight lines, is known as the octave. The first full stop occurs after line eight.
The second part, of six lines, is known as the sestet. The second full stop occurs after line fourteen.
In this sonnet, the feelings in the sestet are similar to the octave.
In the octave Millay dwells on how she wasted love by taking lover after lover.
The main change in the poem is that in the sestet Millay uses a comparison image from nature to emphasise her personal feelings of loss.

In ‘What lips my lips have kissed’, Millay laments [cries for] her lost lovers.
‘I cannot say what loves have come and gone’. Overall, Millay reveals that she enjoyed rather than loved the young men who were her lovers. She lost them all because she continually changed from lover to lover.
She looks back on her youth and feels an intense sense of loss.
The main difference between the octave and sestet is that the poet compares her lost lovers to ghosts in the octave, and to summer birds in the sestet. In the sestet Millay also emphasises the passing of time. In both parts of the poem she admits she had many lovers and never held on to any of them.

It is possible that Millay made up a character to speak the lines of this sonnet. In these notes, we imagine that character is herself. You can imagine that the voice of Millay, the poet, speaks directly to us from her own experience.

‘What lips my lips have kissed, and where, and why, I have forgotten’ is the first line and a half of the poem.
This quote clearly summarises the subject matter of the poem. Millay fondly remembers the delight of kissing many lovers. She loved the physical contact.
She desired many young men and passed from one to the other forgetfully. The faces and personalities of the many lovers are forgotten. Millay does not remember them individually. She gives us a general image of a series of lovers. Does she mean she wasted her chances?
She admits she has forgotten the various locations and the reasons for the many trysts.
[Tryst is a word for a date that involves a physical encounter with a lover].
In the second and third lines, Millay pictures young men’s arms that have embraced her all night:
‘what arms have lain under my head till morning’.
She mentions arms. This further shows that she cannot remember the people involved. Millay may be admitting that she was careless and replaced her lovers too easily. The words ‘till morning’ suggest these were one-night stands. She does not give the impression that she developed relationships.
In the fourth and fifth lines Millay imagines that the noise made by the raindrops on her window are the attempts of young lovers to contact her again. She compares the forgotten lovers to ghosts. The word ‘ghosts’ means memories. It is a dramatic way of remembering. She reveals guilt for the pain she caused these ex-lovers. This part of the poem shows that Millay broke hearts. Perhaps she squandered [wasted] her opportunities for love.
In the sixth, seventh and eighth lines Millay shows her lonely emotion for all the lovers of her past who she won’t see again. She remembers them with painful longing. The memory ‘stirs a quiet pain’. Millay recalls deep moments of intimacy: ‘turn to me at midnight with a cry’. Perhaps she was a femme fatale type and now faces in herself the pain and emptiness she caused to her lovers in the past. A femme fatale is a beautiful woman who wins the hearts of men and immediately cuts them off as she seeks new conquests.

In the sestet, the last six lines, Millay feels she has grown too old. She can no longer experience the passionate love of her youth. Perhaps she can’t attract young male lovers any more. They have ‘come and gone’.
In lines nine, ten and eleven Millay compares herself to a lonely tree that misses the songbirds of summer. The songbirds represent her lovers. The reader must think that unlike the tree, Millay could have prevented her loneliness.
In line twelve she repeats that she cannot remember her lovers individually:
‘I cannot say what loves have come and gone’.
In line thirteen and fourteen, she compares her joyful youth to a brief summer time, full of songs.
In the fourteenth line, Millay states that the joy of her years of loving has gone.

Therefore, the sestet repeats the thought and feelings of the octave. It provides an image for the poet’s sorrow. Millay uses nature’s beauty to reflect her earlier happiness and her current unhappiness. Without stating it directly, the reader can see that Millay compares her life to winter now.
Millay never tries to answer the ‘where, and why’ questions she asked at the start. She is expressing her mood of lonesomeness and loss.

Overall, this is a simple and skilful sonnet.


Emotions last even though memories vanish:
‘in my heart there stirs a quiet pain for unremembered lads’.

Millay recalls the joys of happy love affairs in her youth:
‘What lips my lips have kissed’ and ‘summer sang in me a little while’.

Millay broke hearts and squandered [wasted] her chances for happiness:
‘ghosts to-night, that tap and sigh upon the glass and listen for reply’.

Millay laments the way the joys of young love and summer are brief:
‘I only know that summer sang in me a little while that in me sings no more’.

Millay regrets how she wasted love:
‘I have forgotten ‘ and ‘And in my heart there stirs a quiet pain for unremembered lads.’

Millay vividly recalls happy times of intimate love affairs:
‘lips my lips have kissed’.

Millay feels despair at the way her life has changed like the seasons:
‘I only know that summer sang in me a little while that in me sings no more’.


In the octave the tone is wistful [full of sad longing]:
‘the rain is full of ghosts to-night, that tap and sigh’.

Sometimes the tone is passionate:
‘What lips my lips have kissed’.

Sometimes the tone is guilty:
‘in my heart there stirs a quiet pain’.

Sometimes there is a tone of intense sorrow:
‘in my heart there stirs a quiet pain’.

In line nine the tone is very lonely:
‘Thus in the winter stands the lonely tree’.

In the sestet the tone becomes extremely sad and regretful:
‘summer sang in me a little while, that in me sings no more’.


Millay uses two main comparisons.

In the octave she uses raindrops hitting a windowpane to stand for the sighs of lost lovers. She also compares the raindrops to ‘ghosts’. This word is a metaphor. These raindrops and ghosts stand for memories. The memories are of lost lovers. In this comparison, the poet uses the windowpane to show the separation between the present and past.
In the sestet Millay compares herself to a ‘lonely tree’.
[If you wish to, you can refer to this comparison as an analogy. An analogy is a parallel image. The tree is an analogy for the poet herself. Without this analogy or comparison, we would know a lot less about Millay’s feelings. The comparison or analogy is an image for the poet’s sense of loss.]
The vanished birds stand for her vanished lovers. The lack of leaves and singing birds stands for the lack of lovers. Nobody young desires the poet, now that she has got older. She has lost those who would love her.

The poem contains images of pleasure and intimate love:
‘What lips my lips have kissed …’
‘arms have lain under my head till morning…’
‘lads that … turn to me at midnight with a cry…’
These are dramatic images of deep passion.

The poem contains images of nature:
‘lonely tree’

Sound effects

Alliteration [the repetition of first letters]
Note the 3 ‘w’s and 2 ‘l’s in the following line:
‘What lips my lips have kissed, and where, and why’

Assonance [repetition of vowels]
Note the 6 ‘a’ sound repeated in the following line:
‘I have forgotten, and what arms have lain’
Note the ‘o’ sound in the two final lines:
‘I only know that summer sang in me
A little while, that in me sings no more’.

There is a definite rhyming pattern: abbaabba cdedce

Cross Rhyme [a word or sound rhyming across two or more lines]:
Note the way ‘know’ is repeated three times in the sestet.

Sometimes the rhythm has a natural feeling with the run on lines and simple conversational words.
But the rhythm is formal. The word order is frequently different than everyday speech. This different word order is needed in order to achieve line rhymes. The rhyming gives the poem a regular rhythm. Each line has five beats. The alliteration and assonance create music. Overall, the poem has a repeating musical rhythm.
Despite the light formal rhythm, the poem feels like a personal story, emotionally addressed to the reader.

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