I have used the creation of the literary Dido to discuss the association of Woman with matter, and thence the subject matter with which the poet deals. The history of the Lucretia story, and not least Chaucer's Lucrece, reminds us that the virtue of women was also eminently suitable matter for debate. The final Legend which I wish to examine is that of Phyllis, and in it Chaucer's treatment of the other stereotype in the Legend of Good Women, the seducer, the rapist, the betrayer and, in the end, the poet. Here Chaucer uses the same old story of the proclivity of the male to do with women ‘what so that hym leste’ as an analogue of the imposition of literary form on raw subject matter. Phyllis opens with a flippant allusion to the inherited and instinctual aspect of masculine depredations on women and ends with Chaucer's humorous acknowledgement of his own position in this illustrious lineage. In this Legend Chaucer the poet adopts an attitude towards his ‘matere’ which is fully consonant with Demophon's casual seduction and betrayal of Phillis. The flippancy, assumed boredom and sexual innuendo of the narrating voice continue to deflect any lingering desire the audience might have to identify with the sufferings of the betrayed heroine; indeed it is with the successful deployment of these techniques that the poet displays his ability to impose his will on this well-worn matter.