What Lips My Lips Have Kissed, and Where, and Why

By Edna St. Vincent Millay

“What lips my lips have kissed, and where, and why” is Edna St. Vincent Millay’s 1920 sonnet in which a woman, listening to rain at night, mourns the lovers she can no longer remember. The 14-line Petrarchan sonnet first appeared in November 1920 and was collected in 1923, the year Millay won the Pulitzer Prize for Poetry.

Our reading is that the poem grieves for the speaker herself, not for the men. Love sonnets traditionally promise to make one beloved immortal, but Millay’s forgets every one of them, and what she misses in the end is the summer that once sang in her.

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Summary · The Poem · Background · Analysis and Themes · Form and Technique · Notable Lines · Themes · FAQ
In Popular Culture · Related Poems

Summary

The speaker admits she has forgotten which men she kissed and who slept beside her. On a rainy night, though, the tapping on the window sounds like ghosts, and she feels a quiet pain for the young men who will never again turn to her at midnight. She compares herself to a tree in winter that cannot say which birds have left, only that its branches are quieter than before. She cannot name her lost loves, but she knows that summer once sang in her and sings no more.

The Poem

The text below follows The Harp-Weaver and Other Poems (Harper and Brothers, 1923).

What lips my lips have kissed, and where, and why,
I have forgotten, and what arms have lain
Under my head till morning; but the rain
Is full of ghosts tonight, that tap and sigh
Upon the glass and listen for reply,
And in my heart there stirs a quiet pain
For unremembered lads that not again
Will turn to me at midnight with a cry.
Thus in winter stands the lonely tree,
Nor knows what birds have vanished one by one,
Yet knows its boughs more silent than before:
I cannot say what loves have come and gone,
I only know that summer sang in me
A little while, that in me sings no more.

Background

Millay published the sonnet in Vanity Fair in November 1920, when she was 28 and living in Greenwich Village. That year she was also publishing the playful, defiant poems of A Few Figs from Thistles, and she had become a symbol of the independent “new woman” of the 1920s, open about her many love affairs.

The poem was collected in The Harp-Weaver and Other Poems, published by Harper and Brothers in 1923. Earlier that year, Millay won the Pulitzer Prize for Poetry, partly for the title ballad of that book. When she gathered her sonnets in Collected Sonnets (1941), this one became Sonnet XLIII, which is why it is often listed as “Sonnet 43.” It has no title of its own, so it is known by its first line.

Analysis and Themes

Millay takes the oldest form of love poetry and turns it inside out. The Petrarchan sonnet was built to praise a single, unforgettable beloved. Here the beloveds are plural, anonymous, and forgotten, and the poem’s real subject turns out to be the speaker’s own fading capacity for passion.

A Love Sonnet That Forgets Its Lovers

The first line sounds like a boast: so many lips that she has lost count of where and why. Coming from a woman in 1920, the frankness was startling, and Millay does not apologize for it. Yet the boast collapses into “I have forgotten,” and the sentence runs on through the bed and the morning without ever giving a name or a face. Petrarch spent hundreds of poems on Laura. Millay’s speaker cannot recall one man, and that blank is where the poem begins.

The Rain Is Full of Ghosts

The turn inside the octave comes with “but the rain.” The ghosts that “tap and sigh / Upon the glass” are not particular lovers but the sound of absence itself, and they “listen for reply” as if waiting for her to call someone back. The pain they stir is “quiet,” and the men are “unremembered lads.” Millay keeps the grief small and exact, which makes it more convincing than a louder lament would be.

The Tree That Counts Silence

At the volta in line 9, Millay steps outside herself into an image. The winter tree does not know “what birds have vanished one by one,” but it knows its branches are “more silent than before.” The comparison explains the paradox of the octave. You can lose the details of what you had and still feel exactly how much is gone. The tree measures its loss not by counting birds but by listening to the quiet.

What She Really Mourns Is Her Own Summer

The last two lines shift the grief from the lovers to the speaker. It was “summer” that “sang in me,” and it is summer that “in me sings no more.” The men were the occasion, but the music was hers. That is why the poem feels less like regret over past affairs than like mourning for youth and the power to feel so strongly. The line even ends in a quiet echo, with “sang in me” answered by “in me sings,” as if the song were fading as she speaks.

Form and Technique

The poem is a Petrarchan, or Italian, sonnet of 14 lines: an octave of eight lines rhymed ABBAABBA and a sestet of six rhymed CDEDCE. The octave uses only two rhyme sounds (why, sigh, reply, cry; lain, rain, pain, again), which is hard to do in English and gives the first half a closed, circling feel. The volta, or turn, comes at line 9, where the speaker moves from her own night to the image of the tree.

The meter is iambic pentameter, as in “what LIPS my LIPS have KISSED, and WHERE, and WHY.” Line 9, “Thus in winter stands the lonely tree,” drops its first unstressed syllable and opens on a stress, so the sestet begins with a jolt. The first eight lines are one long sentence, carried by enjambment across line breaks such as “the rain / Is full of ghosts,” which gives the octave the feel of a single held breath.

Notable Lines

These passages carry the sonnet’s move from confession to elegy.

What lips my lips have kissed, and where, and why,
I have forgotten

Lines 1 to 2

The repeated “lips my lips” and the triple question make the opening feel crowded with experience, and then “I have forgotten” empties it in three words.

but the rain
Is full of ghosts tonight, that tap and sigh

Lines 3 to 4

The poem’s most famous image. The line break after “rain” lets the ordinary weather hang for a moment before it fills with ghosts.

Thus in winter stands the lonely tree,
Nor knows what birds have vanished one by one

Lines 9 to 10

The volta. The speaker finds an image for a loss she cannot itemize: the birds left one at a time, so no single departure was noticed.

I only know that summer sang in me
A little while, that in me sings no more.

Lines 13 to 14

The closing couplet within the sestet turns the grief inward, and the mirrored phrasing of “sang in me” and “in me sings” lets the song fade on the page.

Themes

Three connected ideas run through the sonnet.

Memory and forgetting. The speaker has lost the facts of her past but not its emotional weight. Millay suggests that feeling outlasts memory, surfacing unexpectedly in the sound of rain.

Aging and the loss of passion. The shift from summer to winter marks time passing in the speaker’s own life. What she mourns is not a lover but the season when she could love so easily.

Female desire. A woman speaks openly of many lovers without shame or moral, taking over a form that for centuries let men praise silent women. The poem’s candor is part of its point.

Frequently Asked Questions

These are the questions readers most often ask about the poem.

What is “What Lips My Lips Have Kissed” about?

It is about a woman who has forgotten her past lovers but still feels their absence on a rainy night. By the end, she realizes that what she truly misses is her own youth and capacity for passion, the “summer” that once sang in her.

What type of sonnet is “What Lips My Lips Have Kissed”?

It is a Petrarchan, or Italian, sonnet. It has an eight-line octave and a six-line sestet, with the turn at line 9.

What is the rhyme scheme of “What Lips My Lips Have Kissed”?

The rhyme scheme is ABBAABBA CDEDCE. The octave uses only two rhyme sounds, and the sestet uses three.

What does the tree symbolize in the poem?

The winter tree symbolizes the speaker in later life. Like the tree that cannot say which birds have left but knows its branches are quieter, she cannot remember her lovers but feels the silence they left behind.

When was “What Lips My Lips Have Kissed” published?

It was first published in Vanity Fair in November 1920. Millay collected it in The Harp-Weaver and Other Poems in 1923, and it later became Sonnet XLIII in her Collected Sonnets (1941).

In Popular Culture

The sonnet is one of the most often set Millay poems, with dozens of composers turning it into art song.

Leonard Bernstein set it in Songfest (1977), his cycle of American poems for six singers and orchestra.

Margaret Bonds made it the closing song of her Six Songs on Poems by Edna St. Vincent Millay, for voice and piano.

Jake Heggie set it for mezzo-soprano, cello, and piano in his cycle Before the Storm (1998).

Related Poems

If this sonnet speaks to you, these are good to read next.

• Remember by Christina Rossetti: Another sonnet about love and forgetting, in which the speaker would rather be forgotten than remembered with sadness.
• When You Are Old by W. B. Yeats: A poem that asks an aging woman to look back on the loves of her youth.
• Sonnet 18 by William Shakespeare: The classic love sonnet that promises its beloved eternal summer, the tradition Millay turns upside down.
• Neutral Tones by Thomas Hardy: A bleak memory of a failed love set in a colorless winter landscape.